GeneMax - 500 Beiträge pro Seite

[Bombenleger]

wer beschäftigt sich noch mit dieser Firma.

kürzel. GMXX.ob WKN 645096

die firma entwickelt therapeutica zur krebsbehandlung auf der basis der patentierten TAP-Technologie,welche die fähigkeit des immunsystems,Krebszellen zu erkennen und anzugreifen, wiederherstellt.

[Bombenleger]

Crucell and GeneMax Enter PER.C6 License Agreement in Gene Delivery Field to Advance Clinical Trial
Tuesday August 12, 2:15 am ET


LEIDEN, Netherlands, August 12, 2003 (PRIMEZONE) -- Dutch biotechnology company Crucell N.V. (Euronext:CRXL) (NasdaqNM:CRXL - News) and US-based GeneMax Corp. (OTC BB:GMXX.OB - News) (Frankfurt:GX1) today announced that they have entered a license agreement for Crucell`s PER.C6(TM) cell line technology. Under the terms of the agreement, GeneMax will use Crucell`s PER.C6(tm) technology for research in the field of adenovirus-based gene delivery. GeneMax has also obtained an option for a non-exclusive commercial license to use PER.C6(tm) cells to manufacture and sell products in the field of gene delivery. Crucell will receive upfront and annual payments for the research license. If the research license is converted into a commercial license, Crucell will receive additional annual payments and royalties on future sales of PER.C6(TM)-derived products. Further financial details were not disclosed.
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``This license represents an important building block in our program to move GeneMax`s cancer vaccine into clinical trials. We perceive the Crucell vector to be the best available for delivering the TAP gene,`` said Ronald Handford, President & CEO of GeneMax.

``We signed the first PER.C6(tm) license in 1998. Since that time PER.C6(tm) has become the `industry standard` in the area of adenovirus-based gene delivery. Currently, six PER.C6(tm)-based products are in clinical trials,`` commented Dinko Valerio, Crucell`s President and CEO. ``As interest in gene delivery rebounds, we believe new opportunities for future agreements will further strengthen PER.C6(tm)`s value to this industry.``

About Crucell

Crucell N.V. is committed to improving public health through the development of vaccines and antibodies that prevent or treat infectious diseases. Crucell develops vaccines and licenses its PER.C6(tm) production technology to companies in the pharmaceutical and biotechnology industry. The company`s licensees include Merck & Co., Inc. for its HIV vaccine, Novartis, GSK, Centocor/J&J and Aventis. The company has an alliance with DSM Biologics to produce monoclonal antibodies and recombinant proteins. Crucell has partnered with the US National Institutes of Health (NIH) for the development of an Ebola vaccine. Crucell is also developing a human and veterinary West Nile vaccine based on PER.C6(tm). Crucell is headquartered in Leiden, The Netherlands, and is listed on Euronext and NASDAQ stock exchanges (ticker symbol CRXL). For more information visit http://www.crucell.com.

About GeneMax

GeneMax Corp. is a biotechnology company 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. GeneMax`s lead product, the TAP (Transporters Associated With Antigen Processing) cancer vaccine is an immunotherapy for many forms of cancer, including cancers of the lung, liver, kidney, head and neck, breast, prostate, and cervix, as well as colorectal cancer and melanoma. These cancers are characterized by defects in the cellular, antigen presentation pathway, which results in the cancers becoming invisible to the immune system. GeneMax`s TAP vaccine increases the activity of the antigen presentation pathway thus providing sufficient information to the immune system to cause rejection and elimination of tumors from the body. GeneMax is headquartered in Blaine, WA, USA with operations in Vancouver, Canada. For more information visit http://www.genemax.com.

This press release contains forward-looking statements that involve inherent risks and uncertainties. We have identified certain important factors that may cause actual results to differ materially from those contained in such forward-looking statements. For information relating to these factors please refer to our Form 20-F, as filed with the U.S. Securities and Exchange Commission on April 18, 2003, and the section entitled ``Risk Factors``. The company prepares its financial statements under generally accepted accounting principles in the United States (US GAAP).

For the pdf version of the press release please click on the following attachement:

http://reports.huginonline.com/913256/121268.pdf



Contact:
Crucell N.V.
Louise Dolfing, Communications Manager
Tel [phone]
[e-mail]

GeneMax Corp.
Marcus Johnson
[phone] or [phone]
Fax: [phone]
[e-mail]


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Source: Crucell N.V.

[Bombenleger]

GeneMax Corp. Announces Agreement with Molecular Medicine BioServices, Inc. for the Production of TAP Cancer Vaccine
Tuesday September 9, 11:55 am ET


BLAINE, Wash., Sept. 9 /PRNewswire-FirstCall/ -- GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt and Berlin: GX1) today announced an amended contractual agreement with Molecular Medicine BioServices, Inc. of San Diego, California for the production of its clinical vector for delivery of the TAP genes (Transporters Associated with Antigen Processing) used in GeneMax`s lead product, an immunotherapy aimed to treat a wide variety of carcinomas that include lung cancers, liver cancers, kidney cancers, head and neck cancers, breast cancers, melanomas, prostate cancers, colorectal cancers, and cervical cancers. The new production contract incorporates the use of a proprietary adenovirus-based vectoral technology from Crucell, which was licensed and announced by GeneMax in August 2003.
The new contract is based on production of sufficient vaccine to conduct the balance of pre-clinical work as well as Phase I/IIa clinical trials. The contract defines that the product is to be tested by an independent laboratory. Toxicology tests are planned on the product before filing the IND (Investigational New Drug application). Management expects that Phase I/IIa Clinical trials can begin in Q2 of next year subject to adequate funding. Based on GeneMax`s internal development program, projects within the new contract include:

Vector Construction and Cloning,
Production of an Adenoviral Master Viral Bank,
Pilot Production under cGMP (Good Manufacturing Practice standards
as set forth by US FDA regulation US 21 CFR Parts 210 and 211 for pilot

scale facilities and 21 CFR Part 600 applicable to biologics) and,

cGMP Clinical Vector Production Lot.
Ronald L. Handford, President & CEO of GeneMax, said, "We are now in a position to clearly outline the final steps to advance GeneMax`s TAP cancer immunotherapy into clinical trials. We have had an excellent track record of meeting or surpassing our corporate milestones during pre-clinical development stages. Since going public one year ago, GeneMax has raised some US$3 million; in turn the Company has expanded the intellectual property position on the TAP technology. Genemax has also tested several delivery vectors to define maximum efficacy for use in the TAP immunotherapy, and has negotiated and licensed the preferred vector from Crucell. Furthermore, Genemax has also attracted some of the world`s top scientists and medical professionals to the Board and Scientific Advisory Board. Lastly the Company has now put a production contract in place with Molecular Medicine for the Company`s clinical trials program. In the coming year, GeneMax plans to expand its operations in the areas of clinical development and business development. This added expertise will ensure efficient progress towards taking the TAP immunotherapy into the clinic. GeneMax also expects to expand relationships with other companies that will aid in the development of our TAP technology pipeline."

Based on cancer incidence data collected for the year 2000 from a Lyon, IARCPress document of 2001, the Company`s TAP cancer technology, if successful, may form a relevant immunotherapy for 60%-70% of all new incidences of cancer in the US, Japan, and the four major European markets. The competitive advantages include: efficacy against secondary cancerous growths elsewhere in the body, no restrictions on the patient`s HLA type, no restrictions regarding the genetics of the tumors, and non-toxicity to normal cells. The technology is complementary and synergistic with all other immunotherapies dependent on cytotoxic T cell killing and also has the potential to enable a variety of tumor antigen vaccines.

GeneMax Lead Product: "TAP (Transporters Associated With Antigen Processing)" -- An Immunotherapy for Many Forms of Cancer. The global market for effective cancer treatments is large. Immunotherapies represent potential treatments for metastatic cancer, a substantial unmet need in the area of oncology. GeneMax`s lead product is a therapeutic that enables a body`s immune system to recognize the cancer cells as "foreign", and kill them. The technology is aimed at a group of cancers that include lung cancer, liver cancer, kidney cancer, head and neck cancer, breast cancer, melanoma, prostate cancer, colorectal cancer, and cervical cancer. These cancers are characterized by defects in the cellular, antigen presentation pathway, which results in the cancers becoming invisible to the immune system. This allows the cancers to continue to proliferate and eventually spread. GeneMax`s lead technology increases the activity of the antigen presentation pathway thus providing sufficient information to the immune system to cause rejection and elimination of tumors from the body. The proof of principle was established in mice bearing metastatic small cell lung cancer tumors. This study was published in Nature Biotechnology (Vol. 18, pp 515-520, May 2000) Development Stage: Pre-clinical, preparing for Phase I/IIa Clinical Trials.

About GeneMax Corp.: GeneMax Corp. is a biotechnology company 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.

SAFE HARBOR STATEMENT

THIS NEWS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, WITH RESPECT TO ACHIEVING CORPORATE OBJECTIVES, DEVELOPING ADDITIONAL PROJECT INTERESTS, THE COMPANY`S ANALYSIS OF OPPORTUNITIES IN THE ACQUISITION AND DEVELOPMENT OF VARIOUS PROJECT INTERESTS AND CERTAIN OTHER MATTERS. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVE RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN."




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Source: GeneMax Corp.

[miura]

Hi Bombenleger,

hier noch mal der ganze Kram auf deutsch :

Blaine, Washington-- GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt und Berlin: GX1) gab heute eine ergänzte vertragliche Vereinbarung mit Molecular Medicine BioServices, Inc. in San Diego, Kalifornien, für die Produktion seines klinischen Vektors zur Übertragung von TAP-Genen (Transporters Associated with Antigen Processing) bekannt, die im führenden Produkt von GeneMax verwendet werden. Dabei handelt es sich um eine Immuntherapie mit dem Ziel, eine große Anzahl von verschiedenen Krebsarten zu behandeln, einschließlich Lungenkrebs, Leberkrebs, Nierenkrebs, Kopf-und Halskrebs, Brustkrebs, Melanome, Prostatakrebs, Kolorektumkrebs und Zervikalkrebs. Der neue Produktionsvertrag berücksichtigt die Anwendung einer von Crucell urheberrechtlich geschützten Adenovirus-basierten Vektortechnologie, die von GeneMax im August 2003 lizensiert und bekannt gegeben wurde.
Der neue Vertrag basiert auf der Produktion von ausreichend Impfstoff sowohl für die Durchführung von ausgewogenen präklinischen Versuchen als auch für klinische Studien Phase I/IIa. Der Vertrag legt fest, dass das Produkt von einem unabhängigen Labor getestet werden muss. Toxikologische Tests sind geplant, bevor der IND-Antrag (Investigational New Drug Application) eingereicht wird. Die Unternehmensleitung geht davon aus, dass die klinischen Studien Phase I/IIa unter der Voraussetzung ausreichender Finanzierung im zweiten Quartal nächsten Jahres beginnen werden.

Auf der Grundlage des internen Entwicklungsprogramms von GeneMax sind folgende Projekte im Vertrag eingeschlossen:

-- Vektor-Konstruktion und Klonen,

-- Produktion einer Hauptvirusbank für Adenoviren Pilot-Produktion gemäß cGMP (Standards der Guten Herstellungspraxis, wie festgelegt in den amerikanischen Richtlinien der FDA in 21 CFR Parts 210 und 211 für Pilotanlagen und 21 CFR Part 600 für Biologics) und

-- cGMP Fertigungslos des Klinischen Vektors.

Ronald L. Handford, Präsident und & CEO von GeneMax, sagte, "Wir sind nun in der Lage, die letzten Schritte zu umreißen, die die TAP-Krebs-Immuntherapie von GeneMax in die Phase der klinischen Studien führen. Während der präklinischen Entwicklungstadien konnten wir eine ausgezeichnete Erfolgsgeschichte bei der Einhaltung oder beim Übertreffen der Meilensteine des Unternehmens vorweisen. Seit GeneMax vor einem Jahr an die Börse ging, hat es ungefähr 3 Millionen US-Dollar aufgebracht; das Unternehmen hat wiederum die Position des geistigen Eigentums der TAP-Technologie erweitert. Genemax hat auch verschiedene Einschleus-Vektoren zur Definition der maximalen Wirksamkeit zur Anwendung in der TAP-Immuntherapie getestet und mit Crucell über den bevorzugten Vektor verhandelt und ihn lizensiert.

Ausserdem sitzen im Vorstand und Wissenschaftlichen Beratungsgremium von Genemax Wissenschaftler und Mediziner der Welt-Spitzenklasse. Kürzlich hat das Unternehmen einen Produktionsvertrag mit Molecular Medicine für das klinische Programm des Unternehmens aufgesetzt. Im kommenden Jahr plant GeneMax seine Aktivitäten in den Bereichen klinische Entwicklung und Geschäftsentwicklung zu erweitern. Diese zusätzliche Expertise wird einen wirksamen Fortschritt in Richtung Übernahme der TAP-Immuntherapie in die Klinik sicherstellen. Darüberhinaus erwartet GeneMax, die Beziehungen mit anderen Unternehmen, die bei der Entwicklung unserer TAP-Technologiepipeline helfen können, auszuweiten ".

Auf der Basis der von Lyon gesammelten Krebs-Inzidenzdaten für das Jahr 2000, des IARCPress-Dokuments aus dem Jahr 2001, könnte die TAP-Krebstechnologie des Unternehmens eine relevante Immuntherapie für 60%-70% aller neuer Krebsvorkommen in den USA, Japan und den vier wichtigsten europäischen Märkten bilden. Die kompetitiven Vorteile inkludieren: Wirksamkeit gegen sekundäre Krebsgewächse an anderen Stellen im Körper, keine Restriktionen gegenüber dem HLA-Typ des Patienten, keine Restriktionen hinsichtlich der Tumorgenetik und keine Toxizität gegenüber normalen Zellen. Die Technologie ist komplementär und synergistisch mit allen anderen Immuntherapien, die auf das zytotoxische T-Zell-Killing angewiesen sind und hat auch das Potential, eine Vielzahl von Tumorantigen-Impfstoffen zu aktivieren.

Führendes Produkt von GeneMax: "TAP (Transporters Associated With Antigen

Processing)" - Eine Immuntherapie für viele Krebsarten. Der globale Markt für wirksame Krebs-Behandlungstherapien ist groß. Immunotherapien stellen potentielle Behandlungsmethoden für metastatischen Krebs dar, ein erheblicher, nicht befriedigter Bedarf auf dem Gebiet der Onkologie. Das führende Produkt von GeneMax ist ein Therapeutikum, der das körpereigene Immunsystem befähigt, die Krebszellen als "fremd" zu erkennen und abzutöten. Die Technologie zielt auf eine Gruppe von Krebsarten, einschließlich Lungenkrebs, Leberkrebs, Nierenkrebs, Kopf-und Halskrebs, Brustkrebs, Melanome, Prostatakrebs, Kolorektumkrebs und Zervikalkrebs. Diese Krebsarten zeichnen sich durch Defekte im zellulären, Antigen-Präsentation-Signalweg aus, was dazu führt, dass der Krebs für das Immunsystem unsichtbar wird. Dies ermöglicht dem Krebs, weiter zu proliferieren und sich auszubreiten. Die führende Technologie von GeneMax erhöht die Aktivität des Antigen-Präsentation-Signalwegs, wodurch das Immunsystem mit den Informationen versorgt wird, die eine Abstoßung und Elimination des Tumors aus dem Körper verursachen. Der Beweis dieses Prinzips wurde in Mäusen mit metastatischen Tumoren des kleinzelligen Lungenkarzinoms erbracht. Diese Studie wurde veröffentlicht in: Nature Biotechnology (Vol. 18, pp 515-520, May 2000) Development Stage: Pre-clinical, preparing for Phase I/IIa Clinical Trials.

- Über GeneMax Corp

GeneMax Corp. ist ein Biotechnologieunternehmen, das sich auf die Erforschung und Entwicklung von Immuntherapeutika zur Behandlung und Bekämpfung von Krebs spezialisiert hat, ebenso wie auf Therapien gegen Infektionskrankheiten, Autoimmunkrankheiten und Abstoßung von Transplantationsgewebe.

- Safe-harbor-Aussagen

Diese Mitteilung könnte zukunftsorientierte Aussagen im Bedeutungsbereich des Abschnittes 27a des "United States Securities Act" von 1933 enthalten, wie geändert, und des Abschnitts 21e des "United States Securities and Exchange Act" von 1934, wie geändert, in Hinsicht auf das Erreichen von Unternehmenszielen, Entwicklung von zusätzlichen Projektinteressen, Unternehmensanalyse über Gelegenheiten bei der Aquirierung und Enwicklung von verschiedenen Projektinteressen und gewissen anderen Angelegenheiten. Diese Aussagen wurden unter den "Safe Harbor"-Bestimmungen des "United States private securities litigation reform act" von 1995 gemacht und enthalten Risiken und Unwägbarkeiten, die dafür verantwortlich sein können, dass die tatsächlichen Ergebnisse erheblich von denen in den hier enthaltenen zukunftsorientierten ussagen abweichen".

Kontaktperson:

Marcus Johnson bei GeneMax Corp.,
[phone] oder
[phone] oder Fax [phone]



--------------------------------------------------------------------------------

Gruß
miura

[Bombenleger]

GeneMax Corp. Operational Update - Advancing Towards Clinical Trials with TAP Cancer Vaccine
Monday October 27, 8:31 am ET


BLAINE, Wash., Oct. 27 /PRNewswire-FirstCall/ -- GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt and Berlin: GX1) today announced that its contract manufacturer has begun construction of the GeneMax gene vector, containing TAP (transporters associated with antigen processing) for use in its patented immunotherapy in the treatment of cancer. The "vector" is a bio- engineered "friendly," non-replicating virus that is designed to deliver the TAP gene to the tumor cells without negatively affecting the individual. The vector is designed for clinical use and incorporates the use of a proprietary, leading edge adenovirus-based technology, which was licensed and announced by GeneMax in August 2003.
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The first phase of the vector production project, scheduled for completion in January 2004, will deliver a number of quality-controlled clone samples to GeneMax for evaluation. The results of this evaluation will be used to select a clone sample for the establishment of the "Master Viral Bank" from which Good Manufacturing Practice Standard clinical grade vector will be produced for use in the Company`s pending human clinical trials. This is the first phase in GeneMax`s current program designed to lead into an Investigational New Drug Application ("IND") with the Food and Drug Administration ("FDA") in support of the Company`s upcoming Phase I/IIa clinical trial estimated to begin late in the second quarter of 2004.

GeneMax Lead Product: "TAP (Transporters Associated With Antigen Processing)" -- An Immunotherapy for Many Forms of Cancer. The global market for effective cancer treatments is large. Immunotherapies represent potential treatments for metastatic cancer, a substantial unmet need in the area of oncology. GeneMax`s lead product is a therapeutic that enables a body`s immune system to recognize the cancer cells as "foreign", and kill them. The technology is aimed at a group of cancers that include lung cancer, liver cancer, kidney cancer, head and neck cancer, breast cancer, melanoma, prostate cancer, colorectal cancer, and cervical cancer. These cancers are characterized by defects in the cellular, antigen presentation pathway, which results in the cancers becoming invisible to the immune system. This allows the cancers to continue to proliferate and eventually spread. GeneMax`s lead technology increases the activity of the antigen presentation pathway thus providing sufficient information to the immune system to cause rejection and elimination of tumors from the body. The proof of principle was established in mice bearing metastatic small cell lung cancer tumors. This study was published in Nature Biotechnology (Vol. 18, pp 515-520, May 2000) Development Stage: Pre-clinical, preparing for Phase I/IIa Clinical Trials.

About GeneMax Corp.: GeneMax Corp. is a biotechnology company 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.

SAFE HARBOR STATEMENT

THIS NEWS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, WITH RESPECT TO ACHIEVING CORPORATE OBJECTIVES, DEVELOPING ADDITIONAL PROJECT INTERESTS, THE COMPANY`S ANALYSIS OF OPPORTUNITIES IN THE ACQUISITION AND DEVELOPMENT OF VARIOUS PROJECT INTERESTS AND CERTAIN OTHER MATTERS. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVE RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN."




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Source: GeneMax Corp.

[Bombenleger]

Form 10QSB for GENEMAX CORP
--------------------------------------------------------------------------------

14-Nov-2003

Quarterly Report


ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL
OPERATION


GENERAL


GeneMax Corp., a Nevada corporation (the "Company"), is a product-focused biotechnology company specializing in the application of the latest discoveries in cellular immunology and cancer biology to the development of proprietary therapeutics aimed at the treatment and eradication of cancer and therapies for infectious diseases, autoimmune disorders and transplant tissue rejection. The Company`s operating subsidiaries are GeneMax Pharmaceuticals Inc., a Delaware corporation ("GeneMax Pharmaceuticals"), and the subsidiary of GeneMax Pharmaceuticals named GeneMax Pharmaceuticals Canada Inc., which is a corporation organized under the laws of British Columbia. The Company currently trades on the OTC Bulletin Board under the symbol "GMXX" and the Frankfurt and Berlin Stock Exchanges under the symbol "GX1".


PRIOR BUSINESS OPERATIONS



SHARE EXCHANGE AGREEMENT


During fiscal year ended December 31, 2002, the Company consummated and finalized the acquisition of GeneMax Pharmaceuticals Inc., a Delaware corporation ("GeneMax Pharmaceuticals"). On May 9, 2002 and effective July 15, 2002, Eduverse.com (now known as GeneMax Corp.), GeneMax Pharmaceuticals, the shareholders of GeneMax Pharmaceuticals (the "GeneMax Shareholders"), and Investor Communications International, Inc., a Washington corporation ("ICI") entered into a share exchange agreement (the "Share Exchange Agreement"). In accordance with the terms of the Share Exchange Agreement and the securities laws of Canada, a Directors` Circular dated July 15, 2002 (the "Directors` Circular") was distributed to certain management, insiders and directors of GeneMax Pharmaceuticals and other Canadian shareholders (the "Canadian GeneMax Shareholders").


Pursuant to the terms of the Share Exchange Agreement, the Directors` Circular and related settlements, the Company acquired from the GeneMax Shareholders and the Canadian GeneMax Shareholders one hundred percent (100%) of the issued and outstanding shares of common stock of GeneMax Pharmaceuticals and its subsidiary interest. In accordance with the terms of the Share Exchange Agreement, the Directors` Circular and related settlement agreements, the Company issued shares of its restricted common stock as follows: (i) approximately 6,571,304 shares of restricted common stock to the GeneMax Shareholders in proportion to their respective holdings in GeneMax Pharmaceuticals; (ii) approximately 4,479,001 shares of restricted common stock to the Canadian GeneMax Shareholders pursuant to the terms of the Directors` Circular; (iii) 181,660 shares of restricted common stock to certain creditors of GeneMax Pharmaceuticals at $0.75 per share for settlement of an aggregate debt in the amount of $136,245; (iv) 188,154 shares of its restricted common stock to certain creditors of GeneMax Pharmaceuticals at $1.00 per share for settlement of an aggregate debt in the amount of $188,154; and (v) 200,000 shares of restricted common stock to a third party.

The Company issued an aggregate of 11,620,119 shares of its restricted common stock under the Share Exchange Agreement and Directors` Circular. Certain warrant instruments were issued in accordance with the terms and provisions of warrant agreements pursuant to which the holder thereof has the right to convert such warrant into shares of common stock on a one-to-one basis at either the rate of $2.50 per share, $0.75 per share or $1.00 per share. Pursuant to the Share Exchange Agreement, Directors` Circular and related settlement agreements, there were an aggregate of 744,494 warrant instruments issued, of which 110,334 warrants were issued convertible into 110,334 shares of common stock at the rate of $2.50 per share expiring on September 1, 2002. The 110,334 warrants were not converted by the holders thereof into shares of common stock and expired on their terms. Thus, as of the date of this Quarterly Report, there are an aggregate of 634,160 warrant instruments issued comprised of the following: (i) 277,500 warrants issued and outstanding which may be converted into 277,500 shares of common stock at the rate of $1.00 per share expiring December 1, 2005; (ii) 175,000 warrants issued and outstanding which may be converted into 175,000 shares of common stock at the rate of $1.00 per share expiring May 1, 2006; and (iii) 181,660 warrants issued and outstanding which may be converted into 181,660 shares of common stock at the rate of $0.75 per share expiring May 1, 2006.


VOLUNTARY POOLING AGREEMENT


The Company and GeneMax Pharmaceuticals desired to provide for and maintain an orderly trading market and stable price for the Company`s shares of Common Stock. Therefore, the Company, certain shareholders of GeneMax Pharmaceuticals and of the Company, and Global Securities Transfer Inc., the Company`s transfer agent ("Global Securities"), entered into a voluntary pooling agreement dated May 9, 2002 and effective July 15, 2002 (the "Pooling Agreement"). Pursuant to the terms and provisions of the Pooling Agreement, certain shareholders of GeneMax Pharmaceuticals and certain shareholders of the Company (the "Pooled Shareholders") representing up to an aggregate of 9,158,280 shares of common stock, respectively (the "Pooled Shares"), generally agreed that the Pooled Shares will be subject to a contractual restrictive holding period. The Pooled Shareholders further agreed that that the Pooled Shares may not be traded and will become available for trading and released and sold in the following manner: (i) an initial ten percent (10%) of the Pooled Shares will be released to the Pooled Shareholders on the date which is one calendar year from


the closing date of the Share Exchange Agreement (the "First Release Date"); and (ii) a further ten percent (10%) will be released to the Pooled Shareholders on each of the dates which are every three (3) calendar months from the First Release Date in accordance with each Pooled Shareholder`s respective shareholdings.

The Pooling Committee so constituted in accordance with the Pooling Agreement in consultation with the Board of Directors, established that it act in accordance with the terms of the Pooling Agreement, to extend the first Pooling Agreement share release by a further 12 months from the date of the first contemplated share release as defined by the original terms of the Pooling Agreement.


SECURED AND CONVERTIBLE LOAN AGREEMENT


As a condition to entering into and in accordance with the Share Purchase Agreement, the Company and ICI agreed to advance to GeneMax Pharmaceuticals the aggregate principal sum of not less than $250,000 within five (5) business days of ICI raising an aggregate of $700,000. As a result of the acquisition, the Loan became an intercompany account between the Company, as parent, and GeneMax Pharmaceuticals, as subsidiary.


CURRENT BUSINESS OPERATIONS


The Company is a product-focused biotechnology company specializing in the application of the latest discoveries in cellular immunology and cancer biology to the development of proprietary therapeutics aimed at the treatment and eradication of cancer and therapies for infectious diseases, autoimmune disorders and transplant tissue rejection. The Company`s technologies are based on an understanding of the function of a protein "pump" within cells that is essential in the processing of tumor antigens, known as Transporters associated with Antigen Processing ("TAP").

The Company`s strategic vision is to be a product-driven biotechnology company, focusing primarily on use of its patented TAP technology to restore the TAP function within cancerous cells, thus making them immunogenic. As a result, the MHC Class I Proteins, which is defined as when cancers are not able to cause an immune response because they no longer express key immune proteins on their cell surface (known as "MHC Class I Proteins"), can signal the immune system to attack the cancer. The Company intends to develop the TAP technology as a therapeutic cancer vaccine that will restore the normal immune recognition. Management believes that its cancer vaccine is the only therapeutic approach that addresses this problem of "non-immunogenicity" of cancer. Management believes that this therapy will have a strong competitive advantage over other cancer therapies, since restoring the TAP protein will direct the immune system to specifically target the cancerous cells without damaging healthy tissue.


PRODUCTS



TAP CANCER VACCINE


The Company has developed a patented therapeutic cancer vaccine to restore the TAP protein (the "TAP Cancer Vaccine"). The TAP Cancer Vaccine is targeted at those cancers that are deficient in the TAP protein, which include commonly occurring breast cancer, prostate cancer, lung cancer, liver cancer, melanoma, renal cancer and colorectal cancer.

The TAP Cancer Vaccine would deliver the TAP protein and genetic information, thus "turning on" the defective TAP signaling system within the cancer cells. These cancer cells would then transport cancer antigen proteins to the cell surface using the individual`s specific MHC Class I proteins. As a result, the immune response would be targeted to the entire repertoire of cancer antigen proteins produced by the cancer cell, rather than just to the single cancer antigen (as delivered by usage of current cancer vaccines). The TAP


Cancer Vaccine would allow the immune response to respond to the cancer even if the TAP protein and genetic information is only delivered to a small portion of the cancer cells. In addition, the TAP Cancer Vaccine would generate a strong immune response to any TAP-deficient cancer, regardless of the patient`s individual genetic variability either in the MHC Class I proteins or in the cancer-specific proteins.

TAP CANCER VACCINE DEVELOPMENT PROGRAM. The Company is currently developing the TAP Cancer Vaccine at the University of British Columbia Biomedical Research Centre under a collaborative research agreement.


COLLABORATIVE RESEARCH AGREEMENT. During May 2000, GeneMax
Pharmaceuticals and the BRC Biotechnology Laboratory at the University of
British Columbia ("BRC") entered into a contract research agreement (the
"Collaborative Research Agreement"), to carry out further development of the TAP
technologies as a cancer vaccine and other commercial products and to provide
GeneMax Pharmaceuticals with the option to acquire the rights to commercialize
any additional technologies developed with the Collaborative Research Agreement.
In accordance with the terms of the Collaborative Research Agreement: (i) the
Company provides funding pursuant to certain commitments for three PHD
scientists, as well as support technicians and students; (ii) BRC provides the
Company with access to the laboratories and equipment at the BRC, as well as
other facilities of the University of British Columbia; and (iii) Dr. Wilfred
Jefferies, the inventor of the TAP technologies and the Chief Scientific Officer
and a director of the Company, will provide supervision of all scientific
activity.

Pursuant to a series of amendments to the Collaborative Research Agreement, the funding commitment was increased to an aggregate of $2,973,049 Canadian Dollars, of which $991,515 was to be paid during fiscal year ended December 31, 2002, $1,135,801 to be paid during fiscal year ended December 31, 2003, and $471,518 to be paid during fiscal year ended December 31, 2004. As of September 30, 2003, an aggregate of $394,436 Canadian Dollars is payable by GeneMax Pharmaceuticals in connection with the Collaborative Research Agreement. Moreover, in accordance with the terms of the Collaborative Research Agreement, GeneMax Pharmaceuticals has purchased certain laboratory equipment in connection with the ongoing research.
As of the date of this Quarterly Report, the research under the Collaborative Research Agreement will continue in the future to support the commercial development of the TAP Cancer Vaccine and to develop enhanced vaccine products and other therapeutics based on the TAP technology.

LICENSE AGREEMENT. During March 2000, GeneMax Pharmaceuticals and the University of British Columbia ("UBC") entered into an exclusive world-wide license agreement (the "License Agreement"). Pursuant to the terms of the License Agreement, UBC granted to GeneMax Pharmaceuticals exclusive licensing rights to certain patented and unpatented cancer immuno-therapy technologies originally invented and developed by Dr. Jefferies and the scientific team at UBC including the: (i) cell-based peptide transfer assay (the "Peptide Transfer Assay"), and (ii) cancer immuno-therapy based on restoration of antigen

presentation through transporters associated with antigen-processing
technologies, the basis for the Company`s lead product which is the TAP Cancer
Vaccine. GeneMax Pharmaceuticals obtained the exclusive licensing rights to this
technology for the consideration of $78,743 and issuance to UBC of equity, with
no royalty components or provisions. Pursuant to further terms of the License
Agreement: (i) the License Agreement will terminate after the latter of fifteen

years or the expiration of the last patent obtained relating to the licensed technology; (ii) GeneMax Pharmaceuticals will bear the cost of obtaining any patents; and (iii) the technology remains the property of UBC, however, it may be utilized and improved by GeneMax Pharmaceuticals. The Company expects the approval of multiple further patents.


NETWORK AFFILIATE AGREEMENT. On January 1, 2001, GeneMax
Pharmaceuticals, UBC and the Canadian Network for Vaccines and
Immunotherapeutics of Cancer and Chronic Viral Diseases ("CANVAC") entered into
a one-year network affiliate agreement (the "Network Affiliate Agreement").
Pursuant to the terms of the Network Affiliate Agreement, CANVAC would provide
an $85,000 Canadian Dollars research grant to UBC to further fund research
activities upon GeneMax Pharmaceuticals contributing $117,300 Canadian Dollars
towards the UBC research. During fiscal year 2001, all amounts required under
the Network Affiliate Agreement were paid by GeneMax Pharmaceuticals to UBC. As
of the date of this Quarterly Report, GeneMax Pharmaceuticals and CANVAC are no
longer negotiating an amendment to the Network Affiliate Agreement regarding
continuation of funding the research activities conducted at UBC. During 2002
CANVAC contributed a further CAN$56,100 to continue funding the research
activities for 2002 and 2003. As of the date of this Quarterly Report, the
balance due and owing to UBC by GeneMax Pharmaceuticals is $38,709 (Canadian
Dollars).

RESEARCH LICENSE AND OPTION AGREEMENT. On August 7, 2003, GeneMax Pharmaceuticals and Crucell Holland B.V. ("Crucell") entered into a research license and option agreement (the "License and Option Agreement"). Pursuant to the terms and provisions of the License and Option Agreement, Crucell granted to GeneMax Pharmaceuticals: (i) a non-exclusive worldwide license for the research and use of its adenovirus technology; and (ii) an option for a non-exclusive worldwide commercial license to manufacture, use, offer for sale, sell and import products using the adenovirus technology. In the event of termination by GeneMax Pharmaceuticals or pursuant to a default, there are no provisions for any contingent liabilities. However, pursuant to further terms and provisions of the License and Option Agreement, a material breach may result in reasonable damages and legal costs being awarded to the damaged party. As of September 30, 2003, the Company has incurred $115,490 payable to Crucell pursuant to the terms of the License and Option Agreement.
PRODUCTION SERVICE AGREEMENT. On March 18, 2003, as amended August 29, 2003, the Company and Molecular Medicine BioServices Inc. ("Molecular Medicine") entered into a production service agreement (the "Production Service Agreement"). Pursuant to the terms and provisions of the Production Service Agreement: (i) Molecular Medicine shall prepare adenodiral vector product under Good Manufacturing Practices, including working cell bank, master viral bank, pilot production run and clinical vector product lot, which such product will incorporate the Crucell vector and the Company`s TAP gene/protein; and (ii) the Company shall pay to Molecular Medicine a total of $232,000, plus an estimate $110,000-$145,000 in third-party testing expenses. There are no contingent liabilities relating to default or termination by the Company other than termination fees (the unused balance of the $94,250 initiation pre-payment fee) and outstanding work commitments. As of September 30, 2003, the Company has incurred $108,500 pursuant to the terms of the Production Service Agreement.

TAP CANCER VACCINE TESTING PROGRAM. Management of the Company believes that the key milestone of efficacy in animal models of cancer has been attained and that other scientific research teams have independently validated the experimental data from these animal studies. The proof of principle for TAP as a cancer vaccine was established in research conducted the last ten years in the laboratory at BRC by Dr. Wilfred Jefferies. The initial studies were conducted


using a small-cell lung cancer cell line that was derived from an aggressive, metastatic cancer. These cells have multiple defects in the "antigen presentation pathway" in that they are not detected by the immune system. When the TAP protein was introduced into these cells, antigen presentation was restored. In addition, a series of animal studies have demonstrated the ability of TAP to restore an immune response. This study was published in Nature Biotechnology (Vol. 18, pp. 515-520, May 2000). The TAP Technology was further validated in melanoma.

PRE-CLINICAL TESTING. As of the date of this Quarterly Report, the TAP Cancer Vaccine is undergoing formal pre-clinical testing, which includes: (i) evaluation of several strains of vaccinia and adenovirus vectors for their respective ability to deliver and express the TAP protein and genetic information in tumors; (ii) good manufacturing practice ("GMP") production of the TAP Cancer Vaccine; and (iii) performance and completion of toxicology studies using the TAP Cancer Vaccine on at least two animal species to confirm its non-toxicity.

Upon completion of the formal pre-clinical testing, the Company intends to compile and summarize the data and submit it to two governmental agencies, the U.S. Federal Drug Administration ("FDA") and Health Canada ("HC"), in the form of an investigational new drug application (the "IND"). The IND will include data on the vaccine production, animal studies and toxicology studies, as well as the proposed protocal for the Phase I human clinical trials.

PHASE I HUMAN CLINICAL TRIALS. Management of the Company believes that the Phase I human clinical trials will commence late in the second quarter of 2004, subject to financing, and are planned to be conducted at the British Columbia Cancer Agency in Vancouver, British Columbia. As of the date of this Quarterly Report, the Company has presented information on the TAP Cancer Vaccine to members of the Department of Advanced Therapeutics. The Phase I trials will generally be designed to provide data on the safety of the TAP Cancer Vaccine when used by humans.


PEPTIDE TRANSFER ASSAY


The Company is also currently developing potential products that may interrupt the chain of events involved in certain autoimmune diseases. As of the date of this Quarterly Report, the Company is developing a peptide transfer assay, which is a cell-based assay designed to evaluate compounds and drugs for their ability to stimulate or suppress the immune response (the "Peptide Transfer Assay"). The Peptide Transfer Assay`s application will be to identify compounds effective in the treatment of cancer, infectious diseases, and autoimmune diseases. Autoimmune diseases include psoriasis, rheumatoid arthritis, multiple sclerosis, myasthenia gravis and diabetes. T cells and antibodies in the body`s immune system normally identify and destroy foreign substances and cancerous cells. Autoimmune diseases are generally caused by the abnormal destruction of healthy body tissues when T cells and antibodies react against normal tissue.

Management of the Company believes that the Peptide Transfer Assay is a novel and sophisticated cell-based assay. Management of the Company expects that the Peptide Transfer Assay will be of significant interest to pharmaceutical companies, companies with natural product libraries, anti-sense or gene libraries or proprietary rights to chemical compounds (e.g. combinatorial chemistry companies). As of the date of this Quarterly Report, management of the


Company believes that the Peptide Transfer Assay is ready for development for high-throughput screening and partnering.


INTELLECTUAL PROPERTY, PATENTS AND TRADEMARKS


Patents and other proprietary rights are vital to the business operations of the Company. The Company`s policy is to seek appropriate patent protection both in the United States and abroad for its proprietary technologies and products. Pursuant to the License Agreement, the Company has acquired the exclusive world-wide license to a portfolio of intellectual property as follows:


METHOD OF ENHANCING EXPRESSION OF MHC CLASS I MOLECULES BEARING

ENDOGENOUS PEPTIDES


On March 26, 2002, the United States Patent and Trademark Office issued a patent for the use of "TAP-1 (transporters associated with antigen processing) as an immunotherapy against all cancers ("US Patent No. 6,361,770"). The patent is titled "Method of Enhancing Expression of MHC Class I Molecules Bearing Endogenous Peptides" and provides comprehensive protection and coverage to both in vivo and ex vivo applications of TAP-1 as a therapeutic against all cancers with a variety of delivery mechanisms. The inventors were Dr. Wilfred Jefferies, Dr. Reinhard Gabathuler, Dr. Gerassimos Kolaitis and Dr. Gregor S.D. Reid, who collectively assigned the patent to UBC. During the lengthy application process, many proofs of the application were required by the U.S. Patent and Trademark Office for a patent of such relevance and applicability to all cancers to be approved, and included proofs in multiple forms of cancer tumors including small cell lung carcinoma and melanoma cancer. Management of the Company considers issuance of this patent as a major product development milestone for the Company.

As of the date of this Quarterly Report, the Company has pending applications filed for patent protection in France, United Kingdom, Germany, Switzerland and Japan.


METHOD OF IDENTIFYING MHC CLASS I RESTRICTED ANTIGENS ENDOGENOUSLY

PROCESSED BY A SECRETORY PATHWAY


On August 11, 1998, the U.S. Patent and Trademark Office issued to UBC a patent for the use of bioengineered cell lines to measure the output of the MHC Class I restricted antigen presentation pathway as a way to screen for immunomodulating drugs ("US Patent No. 5,792,604"). The patent is titled "Method of Identifying MHC Class I Restricted Antigens Endogenously Processed by a Secretory Pathway." This patent covers the assay which can identify compounds capable of modulating the immune system. The inventors were Dr. Wilfred Jefferies, Dr. Reinhard Gabathuler, Dr. Gerassimos Kolaitis and Dr. Gregor S.D. Reid, who collectively assigned the patent to UBC.

As of the date of this Quarterly Report, the Company has been granted the European application and has filed for patent protection in the UK, France, Germany, Switzerland, Italy, Sweden and Finland. The Company has also filed for protection in Canada and Japan.


TAP VACCINES


UBC filed a patent application with the U.S. Patent and Trademark Office for patent protection of extension of TAP-1 for use in viral vaccines as a method for increasing immune responses. As of the date of this Quarterly Report, UBC has not received an order granting a patent.


The Company intends to continue to work with UBC to file additional patent applications with respect to any novel aspects of its technology to protect its intellectual property. The Company has not conducted in-depth validity and infringement studies on the patents and patent applications that the Company has in-licensed, and it is possible that these patents or patent applications may be challenged or may not provide protection.

The patent positions of biotechnology and pharmaceutical companies are generally uncertain and involve complex legal and factual issues. No assurance can be given that any patent issued to or licensed by the Company will provide protection that has commercial significance. The Company cannot assure that: (i) the patents will afford protection against competitors with similar compounds or technologies; (ii) the patent applications pending will be issued; (iii) other companies will not obtain patents claiming aspects or technologies similar to those covered by the issued patents; (iv) the patents of other companies will not have an adverse effect on the Company`s ability to do business; or (v) the patents issued to or licensed by the Company will not be infringed, challenged, invalidated or circumvented.

Moreover, management of the Company believes that obtaining foreign patents may, in some cases, be more difficult than obtaining domestic patents because of differences in patent laws. The Company also recognizes that the patent protection may generally be stronger in the United States and Canada than abroad. Conversely, the protection provided by foreign patents may be weaker than that provided by domestic patents.


RESULTS OF OPERATION


The Company`s financial statements have been prepared which incorporate financial data and figures of GeneMax Pharmaceuticals. Thus, the comparative results are those of GeneMax Pharmaceuticals prior to the acquisition and are not the financial results of the Company, and the current period comparative results include the financial data and figures of the Company subsequent to the acquisition of GeneMax Pharmaceuticals. The following discussions of the results of operations and financial position of the Company should be read in conjunction with the financial statements and notes pertaining to them that appear elsewhere in this Form 10-QSB.


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

SEPTEMBER 30, 2002


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

Net revenues during the nine-month periods ended September 30, 2003 and 2002 were $-0-. The lack of revenues during the nine-month periods ended September 30, 2003 and 2002 resulted from the consummation of the acquisition of GeneMax Pharmaceuticals and the resulting emphasis on the research and development of the TAP Technologies. Interest income of $125 was recorded for the nine-month period ended September 30, 2002.


During the nine-month period ended September 30, 2003, the Company recorded operating expenses of $3,148,188 compared to $1,141,288 of operating expenses recorded during the nine-month period ended September 30, 2002 (an increase of $2,006,900). The operating expenses incurred during the nine-month period ended September 30, 2003 consisted primarily of the following: (i) office and general expenses of approximately $782,281 compared to $59,514 incurred during the nine-month period ended September 30, 2002; (ii) research and development of approximately $977,726 compared to $622,130 incurred during the nine-month period ended September 30, 2002; (iii) $807,625 recorded as consulting fees relating to the grant of stock options compared to $-0- recorded as consulting fees relating to grant of stock options during the nine-month period ended September 30, 2002; (iv) professional fees of approximately $210,407 compared to $212,797 incurred during the nine-month period ended September 30, 2002; (v) management fees of approximately $168,865 compared to $104,312 incurred during the nine-month period ended September 30, 2002; (vi) consulting fees of approximately $112,013 compared to $102,036 incurred during the nine-month period ended September 30, 2002; (vii) travel expenses of approximately $50,332 compared to $9,952 incurred during the nine-month period ended September 30, 2002; and (viii) depreciation expenses of approximately $31,875 compared to $30,547 incurred during the nine-month period ended September 30, 2002. The overall increase in operating expenses, including the increase in office and general expenses and research and development expenses, is due primarily to the increased scale and scope of overall corporate activity pertaining to the acquisition of GeneMax Pharmaceuticals and the ongoing research and development relating to the TAP technology and the TAP Cancer Vaccine.

Of the $3,148,188 incurred as operating expenses, an aggregate of $300,844 was incurred payable to certain directors and/or private companies controlled by those directors of the Company pursuant to consulting, management and research and development agreements as described in the following paragraphs.

CONSULTING SERVICES AGREEMENT. The Company and Investor Communications International Inc. ("ICI") entered into a consulting services agreement dated August 12, 2002 (the "Consulting Services Agreement"). Pursuant to the terms and provisions of the Consulting Services Agreement: (i) ICI shall provide to the Company such finance and managerial services as may be determined by the Board of Directors, from time to time, and in its sole and absolute discretion, in order to develop the various business interests of the Company in the drug discovery and development industry, involving the patented drug discovery assay for immunomodulatory compounds and the pipeline aimed at treatment of cancer, infectious diseases, autoimmune disorders and transplant tissue rejection; and (ii) the Company shall pay ICI a monthly fee not to exceed $10,000 in accordance with the services performed.

During the nine-month period ended September 30, 2003, an aggregate of $90,000 in fees was incurred to ICI for services rendered to the Company under the Consulting Services Agreement on a month-to-month basis, as needed. In addition, ICI incurred expenses on behalf of the Company during the period totaling $607,305. Based upon $2,154, which remained due and owing to ICI at December 31, 2002, and in combination with other amounts due and owing, this resulted in a total of $699,459 due and owing to ICI. During the nine-month period ended September 30, 2003, the Company paid ICI $428,621 and settled a further $260,000 as described below. As of September 30, 2003, an aggregate amount of $10,838 remains due and owing to ICI by the Company relating to fees, cash advances and interest.


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

Mr. Grant Atkins, a director of the Company, is employed by ICI and is part of the management team provided by ICI to the Company, and derives remuneration from ICI for such services rendered to the Company. During the nine-month period ended September 30, 2003, Mr. Atkins received $25,875 from ICI as compensation for services rendered to the Company. In addition, $11,997 is owing to Mr. Atkins as at September 30, 2003 for expenses incurred on behalf of the Company.

GENEMAX PHARMACEUTICALS CONSULTING AGREEMENT. GeneMax Pharmaceuticals and 442668 B.C. Ltd. ("442668"), a corporation whose president and member of the board of directors is Dr. Wilfred Jefferies, a director and the Chief Scientific Officer of the Company, entered into a consulting services agreement dated February 1, 2000 (the "GeneMax Pharmaceuticals Consulting Agreement"). Pursuant to the terms and provisions of the GeneMax Pharmaceuticals Consulting Agreement: (i) Dr. Jefferies agreed to provide technical, research and technology development services to GeneMax Pharmaceuticals for a period of five years; and (ii) Dr. Jefferies shall be paid a monthly fee of $10,000 Canadian Dollars and reimbursement of expenses.


During the nine-month period ended September 30, 2003, an aggregate of $67,506 in fees was incurred to 442668 for services rendered by Dr. Jefferies to the Company under the GeneMax Pharmaceuticals Consulting Agreement. Based upon $-0- due and owing to 442668 at December 31, 2002, this resulted in $67,506 due and owing to 442668. During the nine-month period ended September 30, 2003, the Company paid $59,657 to 442668. As of September 30, 2003, an aggregate amount of $7,849 remains due and owing to 442668 by the Company.

During the nine-month period ended September 30, 2003, Dr. Jefferies received $59,657 through 442668 as compensation for services rendered to the Company under the GeneMax Pharmaceuticals Consulting Agreement.

GENEMAX PHARMACEUTICALS MANAGEMENT AGREEMENT. GeneMax Pharmaceuticals and Ronald L. Handford, the President/Chief Executive Officer and a director of the Company ("Handford"), entered into a management services agreement dated August 1, 1999 (the "GeneMax Pharmaceuticals Management Agreement"). Pursuant to the terms and provisions of the GeneMax Pharmaceuticals Management Agreement: (i) Handford agreed to provide general managerial services to GeneMax Pharmaceuticals for a period of five years; and (ii) Handford shall be paid a monthly fee of $11,000 U.S. Dollars and reimbursement of expenses. Effective May 1, 2002, GeneMax Pharmaceuticals and Handford agreed to reduce the monthly fee to $12,500 Canadian Dollars until the earlier of the Company reaching a senior board listing or commencement of clinical trials, at which time the fee will be reviewed in accordance with market norms.

During the nine-month period ended September 30, 2003, an aggregate of $78,865 in fees was incurred to Handford for services rendered by Handford to the Company under the GeneMax Pharmaceuticals Management Agreement. Based upon $16,332, which was due and owing to Handford at December 31, 2002, this resulted in $95,197 due and owing Handford. During the nine-month period ended September 30, 2003, the Company paid Handford $69,695. As of September 30, 2003, an aggregate amount of $25,502 remains due and owing to Handford by the Company.

GENEMAX PHARMACEUTICALS SERVICES AGREEMENT. GeneMax Pharmaceuticals and Alan Lindsay and Associates Ltd. ("AL&A"), a corporation whose sole officer, director and shareholder is Alan Lindsay, a prior director of the Company, entered into a services agreement dated May 31, 2002 (the "GeneMax Pharmaceuticals Services Agreement"). Pursuant to the terms and provisions of the GeneMax Pharmaceuticals Services Agreement, Mr. Lindsay agreed to provide general consulting services to GeneMax Pharmaceuticals on a month-to-month basis. Pursuant to further terms and provisions of the GeneMax Pharmaceuticals Services Agreement, AL&A was to be paid a monthly fee of $2,500 U.S. Dollars and reimbursement of expenses.

During the nine-month period ended September 30, 2003, an aggregate of $10,000 in fees was incurred to AL&A for services rendered to the Company under the GeneMax Pharmaceuticals Services Agreement. Based upon $12,500, which remained due and owing to AL&A at December 31, 2002, this resulted in $22,500 due and owing AL&A. During the nine-month period ended September 30, 2003, the Company paid AL&A $10,000. As of September 30, 2003, an aggregate amount of $12,500 remains due and owing to AL&A.

During the nine-month period ended September 30, 2003, Mr. Lindsay received an aggregate of $10,000 through AL&A as compensation for services rendered to the Company under the GeneMax Pharmaceuticals Services Agreement.


As of May 7, 2003, Mr. Lindsay tendered his resignation as a member of the board of directors of the Company. Therefore, as of May 7, 2003, the GeneMax Pharmaceuticals Services Agreement was terminated and no fees were incurred by the Company during the three-month period ended September 30, 2003.

DAVIDSON AGREEMENT. GeneMax Pharmaceuticals and James D. Davidson ("Davidson"), previously the Chief Financial Officer and a director of the Company, entered into a verbal month-to-month agreement (the "Davidson Agreement"). Pursuant to the terms of the Davidson Agreement: (i) Davidson agreed to perform such duties and services as required commensurate with his position as the Chief Financial Officer of the Company and such other duties commensurate with this position as a director on the Board of Directors; (ii) Davidson was to be paid a monthly fee of $2,000 and reimbursement of expenses. Effective July 15, 2002, GeneMax Pharmaceuticals agreed to increase the monthly fee to $5,000 upon commencement of Davidson`s duties associated with his position as Chief Financial Officer and a director of the Company after the acquisition of GeneMax Pharmaceuticals.

During the nine-month period ended September 30, 2003, an aggregate of $20,000 in fees was incurred to Davidson for services rendered by Davidson to the Company under the Davidson Agreement. During the nine-month period ended September 30, 2003, the Company paid Davidson $20,000. As of September 30, 2003, an aggregate amount of $-0- remains due and owing to Davidson by the Company.

As of April 16, 2003, Mr. Davidson tendered his resignation as the Chief Financial Officer and a member of the board of directors of the Company. Therefore, as of April 16, 2003, the Davidson Agreement was terminated and no fees were incurred by the Company during the three-month period ended September 30, 2003.

As discussed above, the increase in net loss during the nine-month period ended September 30, 2003 as compared to the nine-month period ended September 30, 2002 is attributable primarily to the increased scale and scope of overall corporate activity pertaining to the ongoing research and development relating to the TAP technology and the TAP Cancer Vaccine. The Company`s net loss during the nine-month period ended September 30, 2003 was approximately ($3,148,188) or ($0.19) per common share compared to a net loss of approximately ($1,141,163) or ($0.09) per common share during the nine-month period ended September 30, 2002. The weighted average of common shares outstanding were 16,606,984 for the nine-month period ended September 30, 2003 compared to 12,543,866 for the nine-month period ended September 30, 2002.


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

SEPTEMBER 30, 2002


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

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

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


increase of $446,558). The operating expenses incurred during the three-month period ended September 30, 2003 consisted primarily of the following: (i) $246,125 recorded as consulting fees relating to the grant of stock options compared to $-0- recorded as consulting fees relating to grant of stock options during the three-month period ended September 30, 2002; (ii) office and general expenses of approximately $171,935 compared to $17,711 incurred during the three-month period ended September 30, 2002; (iii) research and development of approximately $409,079 compared to $259,489 incurred during the three-month period ended September 30, 2002; (iv) professional fees of approximately $63,273 compared to $140,548 incurred during the three-month period ended September 30, 2002; (v) consulting fees of approximately $27,295 compared to $66,536 incurred during the three-month period ended September 30, 2002; (vi) management fees of approximately $57,175 compared to $43,990 incurred during the three-month period ended September 30, 2002; (vii) travel expenses of approximately $7,805 compared to $8,131 incurred during the three-month period ended September 30, 2002; and (viii) depreciation expenses of approximately $10,462 compared to $10,186 incurred during the three-month period ended September 30, 2002. The overall increase in operating expenses, including the increase in office and general expenses and research and development expenses, is due primarily to the increased scale and scope of overall corporate activity pertaining to the ongoing research and development relating to the TAP technology and the TAP Cancer Vaccine.

As discussed above, the increase in net loss during the three-month period ended September 30, 2003 as compared to the three-month period ended September 30, 2002 is attributable primarily to the increased scale and scope of overall corporate activity pertaining to the ongoing research and development relating to the TAP technology and the TAP Cancer Vaccine. The Company`s net loss during the three-month period ended September 30, 2003 was approximately ($993,149) or ($0.06) per common share compared to a net loss of approximately ($546,495) or ($0.04) per common share during the three-month period ended September 30, 2002. The weighted average of common shares outstanding were 17,290,563 for the three-month period ended September 30, 2003 compared to 14,728,443 for the three-month period ended September 30, 2002.


LIQUIDITY AND CAPITAL RESOURCES


The Company`s financial statements have been prepared assuming that it will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.


NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2003


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

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


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

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

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


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably like to have a current or future effect on the Company`s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.



PLAN OF OPERATION


As of the date of this Quarterly Report, management of the Company estimates that GeneMax Pharmaceuticals previously raised approximately $2,000,000 in funding and the Company has raised $3,548,850 in funding since the May 2002 announcement of the GeneMax Pharmaceuticals acquisition. Management of the Company believes that an estimated $14,000,000 is required over the next three years for payment of expenses associated with the balance of pre-clinical development and commencement of Phase I-II clinical trials for the TAP Cancer Vaccine and for corporate expenses and other expected development initiatives.


FUNDING


As of the date of this Quarterly Report, the Company is engaged in a private placement offering under Rule 506 of Regulation D or Regulation S of the Securities Act of 1933, as amended (the "1933 Securities Act"). Pursuant to the terms of the private placement, the Company is offering 5,000,000 units in the capital of the Company (the "Unit"), at a subscription price of $1.00 per Unit, with each such Unit being comprised of one share of restricted common stock and one-half of one non-transferable share purchase warrant (the "Warrant"), and each such whole Warrant entitling the holder thereof to purchase one additional share of restricted common stock at an exercise price of $1.50 per Warrant for a period commencing on the date of the issuance of the Unit by the Company and ending on September 1, 2004. As of the date of this Quarterly Report, the Company has sold 545,350 Units at $1.00 per Unit, consisting of 545,350 shares of common stock and 262,500 Warrants, for aggregate gross proceeds of $545,350. See "Part II. Other Information. Item 2. Changes in Securities and Use of Proceeds."

Current management of the Company anticipates an increase in operating expenses over the next three years to pay expenses associated with the successful completion of the balance of pre-clinical development and commencement of Phase I-II clinical trials for the TAP Technology and corporate expenses. Pursuant to these operational requirements, the Company must raise additional funds. The Company may finance these expenses with further issuance of common stock of the Company. The Company believes that any anticipated private placements of equity capital and debt financing, if successful, may be adequate to fund the Company`s operations over the next twelve months. Thereafter, the Company expects it will need to raise additional capital to meet long-term operating requirements. If the Company raises additional funds through the issuance of equity or convertible debt securities other than to current shareholders, the percentage ownership of its current shareholders would be reduced, and such securities might have rights, preferences or privileges senior to its common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to conduct its proposed business operations successfully, which could significantly and materially restrict or delay the Company`s overall business operations.

Management of the Company estimates that as of the date of this Quarterly Report, the Company has raised approximately $3,548,850 in funding, in addition to funds raised privately by GeneMax Pharmaceuticals prior to the acquisition. Management of the Company believes that an estimated $14,000,000 is required over the next three years for payment of expenses associated with the balance of pre-clinical development and commencement of Phase I-II clinical trials for the TAP Cancer Vaccine. The Company must raise additional capital to execute its business plan according to time schedules provided by management. Furthermore, the Company has not generated sufficient cash flow in the past to fund its operations and activities due primarily to the nature of lengthy product development cycles that are normal to the biotech industry.


Historically, the Company has relied upon internally generated funds, funds from the sale of shares of stock and loans from its shareholders and private investors to finance its operations and growth. The Company`s future success and viability are dependent on the Company`s ability to raise additional capital through further private offerings of its stock or loans from private investors. There can be no assurance, however, that the Company will be able to raise additional capital. The Company`s inability to successfully raise additional capital would have a material and adverse affect upon the Company and its shareholders.


ITEM III. CONTROLS AND PROCEDURES


(a) The Company, under the supervision of the President, has conducted an evaluation of the effectiveness of the design and operation of the Company`s disclosure controls and procedures within ninety (90) days of the filing date of this Quarterly Report. Based upon the results of this evaluation, the Company believes that they maintain proper procedures for gathering, analyzing and disclosing all information in a timely fashion that is required to be disclosed in its reports under the Securities Exchange Act of 1934, as amended. There have been no significant changes in the Company`s controls subsequent to the evaluation date.

(b) There were no significant changes in the Company`s internal control or in other factors that could significantly affect the Company`s internal controls subsequent to the evaluation date.

[Bombenleger]

GeneMax Corp. Licenses Technology from National Institutes of Health for Vaccine for Smallpox
Monday November 17, 8:30 am ET


BLAINE, Wash., Nov. 17 /PRNewswire-FirstCall/ -- GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt and Berlin: GX1) announces that the Company`s wholly owned subsidiary, GeneMax Pharmaceuticals Inc. has obtained non-exclusive worldwide licenses, from the National Institute of Allergy and Infectious Diseases (NIAID), a component of the U.S. National Institutes of Health (NIH), for the use of the Modified Vaccinia Ankara (MVA). The licensed technology and material will be used with the goal of developing a vaccine platform capable of generating superior protective immune responses against smallpox.
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According to the United States Centers For Disease Control website, smallpox is a serious, contagious, and sometimes fatal infectious disease. There is no specific treatment for smallpox disease, and the only prevention is vaccination. Smallpox outbreaks have occurred from time to time for thousands of years, but the disease is now eradicated after a successful worldwide vaccination program. After the disease was eliminated from the world, routine vaccination against smallpox among the general public was stopped because it was no longer necessary for prevention. However, the potential threat of the use of smallpox as a bio-terrorist threat has re-ignited worldwide preparedness responses including the development of smallpox vaccine stores and the preventative vaccination of high-risk segments of the population.

Company President, Ronald Handford states, "These licenses are important building blocks for the next phase of our pipeline product expansion. The development of these vaccines is consistent with our Mission Statement, addressing treatment of disease through vaccination and immune-system modulation, and is complementary to our lead product, the TAP (Transporters Associated with Antigen Processing) cancer vaccine. Our Scientific Advisory Board has been very helpful to the Company in identifying opportunities for our product pipeline`s growth."

About NIAID: The National Institute of Allergy and Infectious Diseases is a component of the National Institutes of Health. NIAID conducts and supports research that strives to understand, treat, and ultimately prevent the myriad infectious, immunologic, and allergic diseases that threaten hundreds of millions of people worldwide.

About GeneMax Corp.: GeneMax Corp. is a biotechnology company 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.

SAFE HARBOR STATEMENT

THIS NEWS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, WITH RESPECT TO ACHIEVING CORPORATE OBJECTIVES, DEVELOPING ADDITIONAL PROJECT INTERESTS, THE COMPANY`S ANALYSIS OF OPPORTUNITIES IN THE ACQUISITION AND DEVELOPMENT OF VARIOUS PROJECT INTERESTS AND CERTAIN OTHER MATTERS. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVE RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN."




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Source: GeneMax Corp.

[Bombenleger]

GeneMax Corp. Announces License for Technology Designed to Identify Small Molecule Regulators of Immune Response
Thursday February 19, 8:30 am ET


VANCOUVER, British Columbia, Feb. 19 /PRNewswire-FirstCall/ -- GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt and Berlin: GX1) today announced that the Company`s wholly owned subsidiary, GeneMax Pharmaceuticals Inc. has obtained the worldwide exclusive license from The University of British Columbia for a novel assay technology that can be used to screen and select new drugs that regulate immune responses. The technology was developed by Professor Wilfred Jefferies at the Biomedical Research Centre and Biotechnology Laboratory in Vancouver, Canada. The new technology has relevance to both cancers and viral diseases and in modulating transplant rejection and autoimmune diseases.
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Ronald Handford, the Company`s President remarked, "While our lead TAP technology has been engineered to treat a wide range of cancers, this novel assay technology should allow GeneMax to identify whole new classes of drugs to modify the immune system. Professor Jefferies and his team at the University have discovered a novel and exciting technology that could have a major impact on patient care. GeneMax is excited about the prospects of this invention identifying candidates to move rapidly into the clinic."

He further remarked, "As GeneMax is moving towards clinical trials of its TAP cancer vaccine technology, we are increasing our technology license base to complement this lead technology. GeneMax plans to add real value by building a product pipeline to attack diseases that can be addressed through immune-modulation. With this in mind GeneMax plans to establish a drug discovery division based on proprietary high-throughput screening assays in order to identify new drugs to increase and decrease immune responses."

GeneMax`s lead therapeutic TAP product represents an immunotherapy for many forms of cancer including lung cancer, liver cancer, kidney cancer, head and neck cancer, breast cancer, melanoma, prostate cancer, colorectal cancer, and cervical cancer. These cancers are characterized by defects in the cellular, antigen presentation pathway, which results in the cancers becoming invisible to the immune system. GeneMax`s lead TAP product is a therapeutic vaccine that enables a body`s immune system to recognize the cancer cells as "foreign," kill them and thereby eliminate tumors from the body.

About GeneMax Corp.: GeneMax Corp. is a biotechnology company 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.

SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD-LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS.




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Source: GeneMax Corp.

[Bombenleger]

GeneMax Corp. Announces New Directors and Formation of Audit Committee
Monday March 1, 9:00 am ET


VANCOUVER, British Columbia, March 1 /PRNewswire-FirstCall/ -- GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt and Berlin: GX1) today announced two additions to the Board of Directors: Dr. Terry Pearson and Mr. Norman MacKinnon. Dr. Terry Pearson, Professor of Biochemistry and Microbiology at the University of Victoria received his BSc. and Ph.D degrees in microbiology and immunology from the University of British Columbia at Vancouver. After postdoctoral work at the prestigious Medical Research Council Laboratory for Molecular Biology in Cambridge, England ("MRC Unit"), Professor Pearson worked as a staff scientist in the Cell Biology Division of the MRC Unit where, together with George Kohler and Caeser Milstein, he was involved in the initial developments of monoclonal antibodies, a technology that revolutionized diagnostics and immunotherapeutics. He also served as staff scientist at the International Laboratory for Research on Animal Diseases in Nairobi, Kenya. A guest speaker at numerous institutions and international meetings, Dr. Pearson served as a Trustee of the Terry Fox Medical Research Foundation and as a Director of the Science Council of British Columbia. Dr. Pearson was the recipient of the Inaugural Award for Excellence in Science Teaching at the University of Victoria. He continues in collaborative vaccine research with laboratories in Europe, the USA, and Africa aimed at halting tropical and viral infection through vaccination. Professor Pearson`s scientific interests include the development of new monoclonal antibody techniques, the development and use of immunodiagnostics, and the development of novel vaccine approaches. Professor Pearson commented, "I am excited to participate in the commercial developments at GeneMax. The technologies and therapeutics currently under development are outstanding and truly innovative and I believe should have considerable impact on patient care in the future."
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The Company also welcomes Mr. Norman MacKinnon as a director of the Company. Mr. MacKinnon articled with Peat, Marwick, Mitchell (now KPMG), and qualified as a Chartered Accountant in 1961. From 1962 to 1964, Mr. MacKinnon was Audit manager with Griffiths & Griffiths. In 1965, Mr. MacKinnon started his own accounting practice. From 1968 to 1972, Mr. MacKinnon was president & chief executive officer of Imaginaction International Ltd., a venture capital company, involved with start-ups and acquisitions. From 1972 to 1984, Mr. MacKinnon was Senior Partner, specializing in taxation, for the public practice firm of MacKinnon, Sapera, Lewis & McDonald. From 1972 to the present, Mr. MacKinnon has served on the Board of numerous public companies, assisting as independent director in the finance function. He has also been involved in the development of several private companies. Mr. MacKinnon has acted in many Public Service roles throughout his career, including serving on various committees of the B.C. Institute of Chartered Accountants, and serving on the board of the Borstal Association of British Columbia, of which he was made a life member.

Ronald Handford, President and CEO of GeneMax commented, "These appointments bring further scientific and public company capability to the Board, and will be a great asset to us as the rate of our business development increases."

Audit Committee Established: In order to facilitate the various functions of the Board of Directors, the Board has created an Audit Committee in compliance with SEC regulations. The Company`s Audit Committee is chaired by the Company`s new director, Mr. MacKinnon.

About GeneMax Corp.: GeneMax Corp. is a biotechnology company 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.

SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD- LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS.




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Source: GeneMax Corp.

[Bombenleger]

Genemax Corp. Operational Update II - Advancing Towards Clinical Trials with TAP Cancer Vaccine
Thursday March 4, 8:30 am ET


BLAINE, Wash., March 4 /PRNewswire-FirstCall/ -- GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt and Berlin: GX1) today announced that its contract manufacturer expects to complete the first phase of the manufacture of the gene vector for use in GeneMax`s patented immunotherapy for the treatment of cancer in early March 2004. The first phase of the project will deliver a number of quality-controlled, vector clones to GeneMax for evaluation. The results of this evaluation will be used to select a candidate for the establishment of the "Master Viral Bank" from which clinical grade vector will be produced under Good Manufacturing Practice for use in the Company`s pending human clinical trials.
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The "vector" is a bio-engineered, non-replicating virus that is designed to deliver the TAP (transporters associated with antigen processing) gene to the tumor cells without negatively affecting the patient. The vector is designed for clinical use and incorporates the use of a proprietary, leading edge adenovirus-based technology, which was licensed and announced by GeneMax in August 2003.

The vector production and subsequent pre-clinical program are designed to support an Investigational New Drug Application ("IND") with the Food and Drug Administration and/or Health Canada in support of the Company`s upcoming Phase I/IIa clinical trials. The program (will) include(s) animal toxicology, biodistribution, and pharmacokinetic studies conducted under Good Laboratory Practice and the design of a Phase I clinical studies, under Good Clinical Practice guidelines, to assess safety in humans.

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

GeneMax Lead Product: "TAP (Transporters Associated With Antigen Processing)" -- An Immunotherapy for Many Forms of Cancer. The global market for effective cancer treatments is large. Immunotherapies represent potential treatments for metastatic cancer, a substantial unmet need in the area of oncology. GeneMax`s lead product is a therapeutic that enables a body`s immune system to recognize the cancer cells as "foreign," and kill them. The technology is aimed at a group of cancers that include lung cancer, liver cancer, kidney cancer, head and neck cancer, breast cancer, melanoma, prostate cancer, colorectal cancer, and cervical cancer. These cancers are characterized by defects in the cellular, antigen presentation pathway, which results in the cancers becoming invisible to the immune system. This allows the cancers to continue to proliferate and eventually spread. GeneMax`s lead technology increases the activity of the antigen presentation pathway thus providing sufficient information to the immune system to cause rejection and elimination of tumors from the body. The proof of principle was established in mice bearing metastatic small cell lung cancer tumors. This study was published in Nature Biotechnology (Vol. 18, pp 515-520, May 2000). Development Stage: Pre-clinical, in preparation for Phase I/IIa Clinical Trials.

About GeneMax Corp.: GeneMax Corp. is a biotechnology company 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.

SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD-LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS.




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Source: GeneMax Corp.

[js200]

03/18/2004 (10:37 ET) GMXX: Reported on by InvestSource - Knobias
03/18/2004 (10:30 ET) InvestSource Inc.: InvestSource Alerts: GMXX, EMN, CAKE, HAL, ABMD, IMGC - M2 Communications
03/16/2004 (10:27 ET) InvestSource Inc.: Technical Alert: GMXX, MAMA, MGM, MMM, JILL - M2 Communications
03/16/2004 (09:38 ET) GMXX: Proxy Vote; Increase Auth Shares 50M to 300M - Knobias
03/16/2004 (06:00 ET) GMXX: Filed New Form DEF 14A - Edgar

JS200

[Bombenleger]

14-Apr-2004

Annual Report


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

PLAN OF OPERATION AND FUNDING


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

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







SELECTED FINANCIAL DATA



SELECTED FINANCIAL DATA


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


December 31,
____________________________
Statement of Operations Data 2003 2002
_______________________________________________________________________

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


Balance Sheet Data 2003 2002

Total Assets $ 93,206 $ 761,428

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




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

DECEMBER 31, 2002


Net revenues during the fiscal years ended December 31, 2003 and 2002 were $0. The lack of revenues during the fiscal years ended December 31, 2003 and 2002 resulted from the consummation of the acquisition of GeneMax Pharmaceuticals and the resulting emphasis on the research and development of the TAP technologies. Interest income of $0 and $125 was recorded for fiscal years ended December 31, 2003 and 2002, respectively.

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

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

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

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

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

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

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

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

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

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

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

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






As a result of the above, the Company`s net losses during the fiscal year ended December 31, 2003 was $5,778,905 or $0.34 per share as compared to a net loss of $2,284,709 or $0.17 per share during the fiscal year ended December 31, 2002, an increase of $3,494,196 or 152.94%. As discussed above, the increase in net loss is attributable primarily to the increased scale and scope of overall corporate activity pertaining to the ongoing research and development relating to the TAP technology and the TAP Cancer Vaccine.


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

DECEMBER 31, 2001.


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

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

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

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


LIQUIDITY AND CAPITAL RESOURCES


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

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

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

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





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


OFF-BALANCE SHEET ARRANGEMENTS


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


RECENT ACCOUNTING PRONOUNCEMENTS


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

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

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

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

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





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


APPLICATION OF CRITICAL ACCOUNTING POLICIES


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

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


CONTRACTUAL OBLIGATIONS


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




Contractual Obligations

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

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

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

[Bombenleger]

27-Apr-2004

Quarterly Report


ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL
OPERATION


GENERAL


GeneMax Corp., a Nevada corporation (the "Company"), is a product-focused biotechnology company specializing in the application of the latest discoveries in cellular immunology and cancer biology to the development of proprietary therapeutics aimed at the treatment and eradication of cancer and therapies for infectious diseases, autoimmune disorders and transplant tissue rejection. The Company`s operating subsidiaries are GeneMax Pharmaceuticals Inc., a Delaware corporation ("GeneMax Pharmaceuticals"), and the subsidiary of GeneMax Pharmaceuticals named GeneMax Pharmaceuticals Canada Inc., which is a corporation organized under the laws of British Columbia. The Company currently trades on the OTC Bulletin Board under the symbol "GMXX" and the Frankfurt and Berlin Stock Exchanges under the symbol "GX1".


PRIOR BUSINESS OPERATIONS



SHARE EXCHANGE AGREEMENT


During fiscal year ended December 31, 2002, the Company consummated and finalized the acquisition of GeneMax Pharmaceuticals Inc., a Delaware corporation ("GeneMax Pharmaceuticals"). On May 9, 2002 and effective July 15, 2002, Eduverse.com (now known as GeneMax Corp.), GeneMax Pharmaceuticals, the shareholders of GeneMax Pharmaceuticals (the "GeneMax Shareholders"), and Investor Communications International, Inc., a Washington corporation ("ICI") entered into a share exchange agreement (the "Share Exchange Agreement"). In accordance with the terms of the Share Exchange Agreement and the securities laws of Canada, a Directors` Circular dated July 15, 2002 (the "Directors` Circular") was distributed to certain management, insiders and directors of GeneMax Pharmaceuticals and other Canadian shareholders (the "Canadian GeneMax Shareholders").


Pursuant to the terms of the Share Exchange Agreement, the Directors` Circular and related settlements, the Company acquired from the GeneMax Shareholders and the Canadian GeneMax Shareholders one hundred percent (100%) of the issued and outstanding shares of common stock of GeneMax Pharmaceuticals and its subsidiary interest. In accordance with the terms of the Share Exchange Agreement, the Directors` Circular and related settlement agreements, the Company issued shares of its restricted common stock as follows: (i) approximately 6,571,304 shares of restricted common stock to the GeneMax Shareholders in proportion to their respective holdings in GeneMax Pharmaceuticals; (ii) approximately 4,479,001 shares of restricted common stock to the Canadian GeneMax Shareholders pursuant to the terms of the Directors` Circular; (iii) 181,660 shares of restricted common stock to certain creditors of GeneMax Pharmaceuticals at $0.75 per share for settlement of an aggregate debt in the amount of $136,245; (iv) 188,154 shares of its restricted common stock to certain creditors of GeneMax Pharmaceuticals at $1.00 per share for settlement of an aggregate debt in the amount of $188,154; and (v) 200,000 shares of restricted common stock to a third party.

The Company issued an aggregate of 11,620,119 shares of its restricted common stock under the Share Exchange Agreement and Directors` Circular. Certain warrant instruments were issued in accordance with the terms and provisions of warrant agreements pursuant to which the holder thereof has the right to convert such warrant into shares of common stock on a one-to-one basis at either the rate of $2.50 per share, $0.75 per share or $1.00 per share. Pursuant to the Share Exchange Agreement, Directors` Circular and related settlement agreements, there were an aggregate of 744,494 warrant instruments issued, of which 110,334 warrants were issued convertible into 110,334 shares of common stock at the rate of $2.50 per share expiring on September 1, 2002. The 110,334 warrants were not converted by the holders thereof into shares of common stock and expired on their terms. Thus, as of the date of this Quarterly Report, there are an aggregate of 634,160 warrant instruments issued comprised of the following: (i) 277,500 warrants issued and outstanding which may be converted into 277,500 shares of common stock at the rate of $1.00 per share expiring December 1, 2005; (ii) 175,000 warrants issued and outstanding which may be converted into 175,000 shares of common stock at the rate of $1.00 per share expiring May 1, 2006; and (iii) 181,660 warrants issued and outstanding which may be converted into 181,660 shares of common stock at the rate of $0.75 per share expiring May 1, 2006.


VOLUNTARY POOLING AGREEMENT


The Company and GeneMax Pharmaceuticals desired to provide for and maintain an orderly trading market and stable price for the Company`s shares of Common Stock. Therefore, the Company, certain shareholders of GeneMax Pharmaceuticals and of the Company, and Global Securities Transfer Inc., the Company`s transfer agent ("Global Securities"), entered into a voluntary pooling agreement dated May 9, 2002 and effective July 15, 2002 (the "Pooling Agreement"). Pursuant to the terms and provisions of the Pooling Agreement, certain shareholders of GeneMax Pharmaceuticals and certain shareholders of the Company (the "Pooled Shareholders") representing up to an aggregate of 9,158,280 shares of common stock, respectively (the "Pooled Shares"), generally agreed that the Pooled Shares will be subject to a contractual restrictive holding period. The Pooled Shareholders further agreed that that the Pooled Shares may not be traded and will become available for trading and released and sold in the following manner: (i) an initial ten percent (10%) of the Pooled Shares will be released to the Pooled Shareholders on the date which is one calendar year from


the closing date of the Share Exchange Agreement (the "First Release Date"); and (ii) a further ten percent (10%) will be released to the Pooled Shareholders on each of the dates which are every three (3) calendar months from the First Release Date in accordance with each Pooled Shareholder`s respective shareholdings.

The Pooling Committee so constituted in accordance with the Pooling Agreement in consultation with the Board of Directors, established that it act in accordance with the terms of the Pooling Agreement, to extend the first Pooling Agreement share release by a further 12 months from the date of the first contemplated share release as defined by the original terms of the Pooling Agreement.


SECURED AND CONVERTIBLE LOAN AGREEMENT


As a condition to entering into and in accordance with the Share Purchase Agreement, the Company and ICI agreed to advance to GeneMax Pharmaceuticals the aggregate principal sum of not less than $250,000 within five (5) business days of ICI raising an aggregate of $700,000. As a result of the acquisition, the Loan became an intercompany account between the Company, as parent, and GeneMax Pharmaceuticals, as subsidiary.


CURRENT BUSINESS OPERATIONS


The Company is a product-focused biotechnology company specializing in the application of the latest discoveries in cellular immunology and cancer biology to the development of proprietary therapeutics aimed at the treatment and eradication of cancer and therapies for infectious diseases, autoimmune disorders and transplant tissue rejection. The Company`s technologies are based on an understanding of the function of a protein "pump" within cells that is essential in the processing of tumor antigens, known as Transporters associated with Antigen Processing ("TAP").

The Company`s strategic vision is to be a product-driven biotechnology company, focusing primarily on use of its patented TAP technology to restore the TAP function within cancerous cells, thus making them immunogenic. As a result, the MHC Class I Proteins, which is defined as when cancers are not able to cause an immune response because they no longer express key immune proteins on their cell surface (known as "MHC Class I Proteins"), can signal the immune system to attack the cancer. The Company intends to develop the TAP technology as a therapeutic cancer vaccine that will restore the normal immune recognition. Management believes that its cancer vaccine is the only therapeutic approach that addresses this problem of "non-immunogenicity" of cancer. Management believes that this therapy will have a strong competitive advantage over other cancer therapies, since restoring the TAP protein will direct the immune system to specifically target the cancerous cells without damaging healthy tissue.


PRODUCTS



TAP CANCER VACCINE


The Company has developed a patented therapeutic cancer vaccine to restore the TAP protein (the "TAP Cancer Vaccine"). The TAP Cancer Vaccine is targeted at those cancers that are deficient in the TAP protein, which include commonly occurring breast cancer, prostate cancer, lung cancer, liver cancer, melanoma, renal cancer and colorectal cancer.

The TAP Cancer Vaccine would deliver the TAP protein and genetic information, thus "turning on" the defective TAP signaling system within the cancer cells. These cancer cells would then transport cancer antigen proteins to the cell surface using the individual`s specific MHC Class I proteins. As a result, the immune response would be targeted to the entire repertoire of cancer antigen proteins produced by the cancer cell, rather than just to the single cancer antigen (as delivered by usage of current cancer vaccines). The TAP


Cancer Vaccine would allow the immune response to respond to the cancer even if the TAP protein and genetic information is only delivered to a small portion of the cancer cells. In addition, the TAP Cancer Vaccine would generate a strong immune response to any TAP-deficient cancer, regardless of the patient`s individual genetic variability either in the MHC Class I proteins or in the cancer-specific proteins.

TAP CANCER VACCINE DEVELOPMENT PROGRAM. The Company is currently developing the TAP Cancer Vaccine at the University of British Columbia Biomedical Research Centre under a collaborative research agreement.


COLLABORATIVE RESEARCH AGREEMENT. During May 2000, GeneMax
Pharmaceuticals and the BRC Biotechnology Laboratory at the University of
British Columbia ("BRC") entered into a contract research agreement (the
"Collaborative Research Agreement"), to carry out further development of the TAP
technologies as a cancer vaccine and other commercial products and to provide
GeneMax Pharmaceuticals with the option to acquire the rights to commercialize
any additional technologies developed with the Collaborative Research Agreement.
In accordance with the terms of the Collaborative Research Agreement: (i) the
Company provides funding pursuant to certain commitments for three PHD
scientists, as well as support technicians and students; (ii) BRC provides the
Company with access to the laboratories and equipment at the BRC, as well as
other facilities of the University of British Columbia; and (iii) Dr. Wilfred
Jefferies, the inventor of the TAP technologies and the Chief Scientific Officer
and a director of the Company, will provide supervision of all scientific
activity.

Pursuant to a series of amendments to the Collaborative Research Agreement, the funding commitment was increased to an aggregate of $2,973,049 Canadian Dollars, of which $991,515 was to be paid during fiscal year ended December 31, 2002, $1,135,801 to be paid during fiscal year ended December 31, 2003, and $471,518 to be paid during fiscal year ended December 31, 2004. As of September 30, 2003, an aggregate of $394,436 Canadian Dollars is payable by GeneMax Pharmaceuticals in connection with the Collaborative Research Agreement. Moreover, in accordance with the terms of the Collaborative Research Agreement, GeneMax Pharmaceuticals has purchased certain laboratory equipment in connection with the ongoing research.
As of the date of this Quarterly Report, the research under the Collaborative Research Agreement will continue in the future to support the commercial development of the TAP Cancer Vaccine and to develop enhanced vaccine products and other therapeutics based on the TAP technology.

LICENSE AGREEMENT. During March 2000, GeneMax Pharmaceuticals and the University of British Columbia ("UBC") entered into an exclusive world-wide license agreement (the "License Agreement"). Pursuant to the terms of the License Agreement, UBC granted to GeneMax Pharmaceuticals exclusive licensing rights to certain patented and unpatented cancer immuno-therapy technologies originally invented and developed by Dr. Jefferies and the scientific team at UBC including the: (i) cell-based peptide transfer assay (the "Peptide Transfer Assay"), and (ii) cancer immuno-therapy based on restoration of antigen

presentation through transporters associated with antigen-processing
technologies, the basis for the Company`s lead product which is the TAP Cancer
Vaccine. GeneMax Pharmaceuticals obtained the exclusive licensing rights to this
technology for the consideration of $78,743 and issuance to UBC of equity, with
no royalty components or provisions. Pursuant to further terms of the License
Agreement: (i) the License Agreement will terminate after the latter of fifteen

years or the expiration of the last patent obtained relating to the licensed technology; (ii) GeneMax Pharmaceuticals will bear the cost of obtaining any patents; and (iii) the technology remains the property of UBC, however, it may be utilized and improved by GeneMax Pharmaceuticals. The Company expects the approval of multiple further patents.


NETWORK AFFILIATE AGREEMENT. On January 1, 2001, GeneMax
Pharmaceuticals, UBC and the Canadian Network for Vaccines and
Immunotherapeutics of Cancer and Chronic Viral Diseases ("CANVAC") entered into
a one-year network affiliate agreement (the "Network Affiliate Agreement").
Pursuant to the terms of the Network Affiliate Agreement, CANVAC would provide
an $85,000 Canadian Dollars research grant to UBC to further fund research
activities upon GeneMax Pharmaceuticals contributing $117,300 Canadian Dollars
towards the UBC research. During fiscal year 2001, all amounts required under
the Network Affiliate Agreement were paid by GeneMax Pharmaceuticals to UBC. As
of the date of this Quarterly Report, GeneMax Pharmaceuticals and CANVAC are no
longer negotiating an amendment to the Network Affiliate Agreement regarding
continuation of funding the research activities conducted at UBC. During 2002
CANVAC contributed a further CAN$56,100 to continue funding the research
activities for 2002 and 2003. As of the date of this Quarterly Report, the
balance due and owing to UBC by GeneMax Pharmaceuticals is $38,709 (Canadian
Dollars).

RESEARCH LICENSE AND OPTION AGREEMENT. On August 7, 2003, GeneMax Pharmaceuticals and Crucell Holland B.V. ("Crucell") entered into a research license and option agreement (the "License and Option Agreement"). Pursuant to the terms and provisions of the License and Option Agreement, Crucell granted to GeneMax Pharmaceuticals: (i) a non-exclusive worldwide license for the research and use of its adenovirus technology; and (ii) an option for a non-exclusive worldwide commercial license to manufacture, use, offer for sale, sell and import products using the adenovirus technology. In the event of termination by GeneMax Pharmaceuticals or pursuant to a default, there are no provisions for any contingent liabilities. However, pursuant to further terms and provisions of the License and Option Agreement, a material breach may result in reasonable damages and legal costs being awarded to the damaged party. As of September 30, 2003, the Company has incurred $115,490 payable to Crucell pursuant to the terms of the License and Option Agreement.
PRODUCTION SERVICE AGREEMENT. On March 18, 2003, as amended August 29, 2003, the Company and Molecular Medicine BioServices Inc. ("Molecular Medicine") entered into a production service agreement (the "Production Service Agreement"). Pursuant to the terms and provisions of the Production Service Agreement: (i) Molecular Medicine shall prepare adenodiral vector product under Good Manufacturing Practices, including working cell bank, master viral bank, pilot production run and clinical vector product lot, which such product will incorporate the Crucell vector and the Company`s TAP gene/protein; and (ii) the Company shall pay to Molecular Medicine a total of $232,000, plus an estimate $110,000-$145,000 in third-party testing expenses. There are no contingent liabilities relating to default or termination by the Company other than termination fees (the unused balance of the $94,250 initiation pre-payment fee) and outstanding work commitments. As of September 30, 2003, the Company has incurred $108,500 pursuant to the terms of the Production Service Agreement.

TAP CANCER VACCINE TESTING PROGRAM. Management of the Company believes that the key milestone of efficacy in animal models of cancer has been attained and that other scientific research teams have independently validated the experimental data from these animal studies. The proof of principle for TAP as a cancer vaccine was established in research conducted the last ten years in the laboratory at BRC by Dr. Wilfred Jefferies. The initial studies were conducted


using a small-cell lung cancer cell line that was derived from an aggressive, metastatic cancer. These cells have multiple defects in the "antigen presentation pathway" in that they are not detected by the immune system. When the TAP protein was introduced into these cells, antigen presentation was restored. In addition, a series of animal studies have demonstrated the ability of TAP to restore an immune response. This study was published in Nature Biotechnology (Vol. 18, pp. 515-520, May 2000). The TAP Technology was further validated in melanoma.

PRE-CLINICAL TESTING. As of the date of this Quarterly Report, the TAP Cancer Vaccine is undergoing formal pre-clinical testing, which includes: (i) evaluation of several strains of vaccinia and adenovirus vectors for their respective ability to deliver and express the TAP protein and genetic information in tumors; (ii) good manufacturing practice ("GMP") production of the TAP Cancer Vaccine; and (iii) performance and completion of toxicology studies using the TAP Cancer Vaccine on at least two animal species to confirm its non-toxicity.

Upon completion of the formal pre-clinical testing, the Company intends to compile and summarize the data and submit it to two governmental agencies, the U.S. Federal Drug Administration ("FDA") and Health Canada ("HC"), in the form of an investigational new drug application (the "IND"). The IND will include data on the vaccine production, animal studies and toxicology studies, as well as the proposed protocal for the Phase I human clinical trials.

PHASE I HUMAN CLINICAL TRIALS. Management of the Company believes that the Phase I human clinical trials will commence late in the second quarter of 2004, subject to financing, and are planned to be conducted at the British Columbia Cancer Agency in Vancouver, British Columbia. As of the date of this Quarterly Report, the Company has presented information on the TAP Cancer Vaccine to members of the Department of Advanced Therapeutics. The Phase I trials will generally be designed to provide data on the safety of the TAP Cancer Vaccine when used by humans.


PEPTIDE TRANSFER ASSAY


The Company is also currently developing potential products that may interrupt the chain of events involved in certain autoimmune diseases. As of the date of this Quarterly Report, the Company is developing a peptide transfer assay, which is a cell-based assay designed to evaluate compounds and drugs for their ability to stimulate or suppress the immune response (the "Peptide Transfer Assay"). The Peptide Transfer Assay`s application will be to identify compounds effective in the treatment of cancer, infectious diseases, and autoimmune diseases. Autoimmune diseases include psoriasis, rheumatoid arthritis, multiple sclerosis, myasthenia gravis and diabetes. T cells and antibodies in the body`s immune system normally identify and destroy foreign substances and cancerous cells. Autoimmune diseases are generally caused by the abnormal destruction of healthy body tissues when T cells and antibodies react against normal tissue.

Management of the Company believes that the Peptide Transfer Assay is a novel and sophisticated cell-based assay. Management of the Company expects that the Peptide Transfer Assay will be of significant interest to pharmaceutical companies, companies with natural product libraries, anti-sense or gene libraries or proprietary rights to chemical compounds (e.g. combinatorial chemistry companies). As of the date of this Quarterly Report, management of the


Company believes that the Peptide Transfer Assay is ready for development for high-throughput screening and partnering.


INTELLECTUAL PROPERTY, PATENTS AND TRADEMARKS


Patents and other proprietary rights are vital to the business operations of the Company. The Company`s policy is to seek appropriate patent protection both in the United States and abroad for its proprietary technologies and products. Pursuant to the License Agreement, the Company has acquired the exclusive world-wide license to a portfolio of intellectual property as follows:


METHOD OF ENHANCING EXPRESSION OF MHC CLASS I MOLECULES BEARING

ENDOGENOUS PEPTIDES


On March 26, 2002, the United States Patent and Trademark Office issued a patent for the use of "TAP-1 (transporters associated with antigen processing) as an immunotherapy against all cancers ("US Patent No. 6,361,770"). The patent is titled "Method of Enhancing Expression of MHC Class I Molecules Bearing Endogenous Peptides" and provides comprehensive protection and coverage to both in vivo and ex vivo applications of TAP-1 as a therapeutic against all cancers with a variety of delivery mechanisms. The inventors were Dr. Wilfred Jefferies, Dr. Reinhard Gabathuler, Dr. Gerassimos Kolaitis and Dr. Gregor S.D. Reid, who collectively assigned the patent to UBC. During the lengthy application process, many proofs of the application were required by the U.S. Patent and Trademark Office for a patent of such relevance and applicability to all cancers to be approved, and included proofs in multiple forms of cancer tumors including small cell lung carcinoma and melanoma cancer. Management of the Company considers issuance of this patent as a major product development milestone for the Company.

As of the date of this Quarterly Report, the Company has pending applications filed for patent protection in France, United Kingdom, Germany, Switzerland and Japan.


METHOD OF IDENTIFYING MHC CLASS I RESTRICTED ANTIGENS ENDOGENOUSLY

PROCESSED BY A SECRETORY PATHWAY


On August 11, 1998, the U.S. Patent and Trademark Office issued to UBC a patent for the use of bioengineered cell lines to measure the output of the MHC Class I restricted antigen presentation pathway as a way to screen for immunomodulating drugs ("US Patent No. 5,792,604"). The patent is titled "Method of Identifying MHC Class I Restricted Antigens Endogenously Processed by a Secretory Pathway." This patent covers the assay which can identify compounds capable of modulating the immune system. The inventors were Dr. Wilfred Jefferies, Dr. Reinhard Gabathuler, Dr. Gerassimos Kolaitis and Dr. Gregor S.D. Reid, who collectively assigned the patent to UBC.

As of the date of this Quarterly Report, the Company has been granted the European application and has filed for patent protection in the UK, France, Germany, Switzerland, Italy, Sweden and Finland. The Company has also filed for protection in Canada and Japan.


TAP VACCINES


UBC filed a patent application with the U.S. Patent and Trademark Office for patent protection of extension of TAP-1 for use in viral vaccines as a method for increasing immune responses. As of the date of this Quarterly Report, UBC has not received an order granting a patent.


The Company intends to continue to work with UBC to file additional patent applications with respect to any novel aspects of its technology to protect its intellectual property. The Company has not conducted in-depth validity and infringement studies on the patents and patent applications that the Company has in-licensed, and it is possible that these patents or patent applications may be challenged or may not provide protection.

The patent positions of biotechnology and pharmaceutical companies are generally uncertain and involve complex legal and factual issues. No assurance can be given that any patent issued to or licensed by the Company will provide protection that has commercial significance. The Company cannot assure that: (i) the patents will afford protection against competitors with similar compounds or technologies; (ii) the patent applications pending will be issued; (iii) other companies will not obtain patents claiming aspects or technologies similar to those covered by the issued patents; (iv) the patents of other companies will not have an adverse effect on the Company`s ability to do business; or (v) the patents issued to or licensed by the Company will not be infringed, challenged, invalidated or circumvented.

Moreover, management of the Company believes that obtaining foreign patents may, in some cases, be more difficult than obtaining domestic patents because of differences in patent laws. The Company also recognizes that the patent protection may generally be stronger in the United States and Canada than abroad. Conversely, the protection provided by foreign patents may be weaker than that provided by domestic patents.


RESULTS OF OPERATION


The Company`s financial statements have been prepared which incorporate financial data and figures of GeneMax Pharmaceuticals. Thus, the comparative results are those of GeneMax Pharmaceuticals prior to the acquisition and are not the financial results of the Company, and the current period comparative results include the financial data and figures of the Company subsequent to the acquisition of GeneMax Pharmaceuticals. The following discussions of the results of operations and financial position of the Company should be read in conjunction with the financial statements and notes pertaining to them that appear elsewhere in this Form 10-QSB.


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

SEPTEMBER 30, 2002


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

Net revenues during the nine-month periods ended September 30, 2003 and 2002 were $-0-. The lack of revenues during the nine-month periods ended September 30, 2003 and 2002 resulted from the consummation of the acquisition of GeneMax Pharmaceuticals and the resulting emphasis on the research and development of the TAP Technologies. Interest income of $125 was recorded for the nine-month period ended September 30, 2002.


During the nine-month period ended September 30, 2003, the Company recorded operating expenses of $3,148,188 compared to $1,141,288 of operating expenses recorded during the nine-month period ended September 30, 2002 (an increase of $2,006,900). The operating expenses incurred during the nine-month period ended September 30, 2003 consisted primarily of the following: (i) office and general expenses of approximately $782,281 compared to $59,514 incurred during the nine-month period ended September 30, 2002; (ii) research and development of approximately $977,726 compared to $622,130 incurred during the nine-month period ended September 30, 2002; (iii) $807,625 recorded as consulting fees relating to the grant of stock options compared to $-0- recorded as consulting fees relating to grant of stock options during the nine-month period ended September 30, 2002; (iv) professional fees of approximately $210,407 compared to $212,797 incurred during the nine-month period ended September 30, 2002; (v) management fees of approximately $168,865 compared to $104,312 incurred during the nine-month period ended September 30, 2002; (vi) consulting fees of approximately $112,013 compared to $102,036 incurred during the nine-month period ended September 30, 2002; (vii) travel expenses of approximately $50,332 compared to $9,952 incurred during the nine-month period ended September 30, 2002; and (viii) depreciation expenses of approximately $31,875 compared to $30,547 incurred during the nine-month period ended September 30, 2002. The overall increase in operating expenses, including the increase in office and general expenses and research and development expenses, is due primarily to the increased scale and scope of overall corporate activity pertaining to the acquisition of GeneMax Pharmaceuticals and the ongoing research and development relating to the TAP technology and the TAP Cancer Vaccine.

Of the $3,148,188 incurred as operating expenses, an aggregate of $300,844 was incurred payable to certain directors and/or private companies controlled by those directors of the Company pursuant to consulting, management and research and development agreements as described in the following paragraphs.

CONSULTING SERVICES AGREEMENT. The Company and Investor Communications International Inc. ("ICI") entered into a consulting services agreement dated August 12, 2002 (the "Consulting Services Agreement"). Pursuant to the terms and provisions of the Consulting Services Agreement: (i) ICI shall provide to the Company such finance and managerial services as may be determined by the Board of Directors, from time to time, and in its sole and absolute discretion, in order to develop the various business interests of the Company in the drug discovery and development industry, involving the patented drug discovery assay for immunomodulatory compounds and the pipeline aimed at treatment of cancer, infectious diseases, autoimmune disorders and transplant tissue rejection; and (ii) the Company shall pay ICI a monthly fee not to exceed $10,000 in accordance with the services performed.

During the nine-month period ended September 30, 2003, an aggregate of $90,000 in fees was incurred to ICI for services rendered to the Company under the Consulting Services Agreement on a month-to-month basis, as needed. In addition, ICI incurred expenses on behalf of the Company during the period totaling $607,305. Based upon $2,154, which remained due and owing to ICI at December 31, 2002, and in combination with other amounts due and owing, this resulted in a total of $699,459 due and owing to ICI. During the nine-month period ended September 30, 2003, the Company paid ICI $428,621 and settled a further $260,000 as described below. As of September 30, 2003, an aggregate amount of $10,838 remains due and owing to ICI by the Company relating to fees, cash advances and interest.




As of September 2, 2003, an aggregate of $260,000 was settled in exchange for debt for the exercise of stock options to consultants of ICI. See

[Bombenleger]

GeneMax Corporation`s TAP-1 technology corroborated in models of skin cancer
Monday May 10, 9:02 am ET


VANCOUVER, May 10 /PRNewswire-FirstCall/ - GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt: GX1) Today, GeneMax Corp. announced that its patented TAP-1 anti-cancer technology is effective in generating immune responses against melanoma in mice. A recent article in the Journal of Immunology corroborates GeneMax`s TAP-1 technology (Transporters Associated with Antigen Processing) that promotes an immune response that destroys these cancer cells. In this study, two leading edge vaccine approaches (adenovirus and dendritic cell-based) were tested for their efficacy against melanoma (skin cancer) cells. Experiments with both tumor vaccines demonstrated that introduction of TAP-1 to the melanoma cells increased the recognition and destruction of the cancer cells by the immune system. The article entitled "CTL-Dependent and -Independent Antitumor Immunity is Determined by the Tumor Not the Vaccine", can be found in the May 1, 2004 issue of the Journal of Immunology (reference 1;172(9):5200-5205).
Ronald L. Handford, President & CEO of GeneMax remarked, "Further corroboration of our core technology demonstrates the potential of GeneMax`s TAP-1 cancer immunotherapy to affect a wide variety of cancers. These additional findings suggest that many cancer vaccines under development by a variety of universities and competing companies will not be maximally effective unless TAP-1 is expressed in the cancer cells. GeneMax`s TAP-1 vaccine technology increases TAP expression in cancer cells making them visible to the immune system and allowing for their effective destruction. GeneMax`s anti-cancer technology thus addresses a fundamental need in the field of cancer immunotherapies."

Collaborating authors of the article include Professor Wilfred Jefferies and Dr. Qian-Jin Zhang, of the Biomedical Research Centre and Biotechnology Laboratory at the University of British Columbia, Canada and Jaina Leitch, Dr. Yonghong Wan, Dr. Jonathan L. Bramson, Katie Fraser, Cecilia Lane, Dr. Kelley Putzu and Dr. Gosse J. Adema of McMaster University, Hamilton, Ontario, Canada. Professor Jefferies is GeneMax`s Chairman and Chief Scientific Officer. The research that led to the scientific publication was supported by grants from the Canadian Institutes of Health Research (CIHR) and the Canadian Network for Vaccines and Immunotherapeutics (CANVAC), as well as funding from GeneMax through its Collaborative Research Agreement with The University of British Columbia.

About GeneMax Corp.: GeneMax Corp. is a biotechnology company 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. It is currently producing and testing a cancer vaccine in anticipation of clinical trials.

For further information:
Contact: Kendra Payne
Phone: Toll Free [phone] or [phone], Fax: [phone]

Stock Exchange Information: (Symbol: OTCBB - GMXX, Symbol FWB - GX1,
WKN: 645096, ISN: US36870Q1031)


SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD- LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS."




--------------------------------------------------------------------------------
Source: GeneMax Corp.

[Bombenleger]

Form 10QSB for GENEMAX CORP


--------------------------------------------------------------------------------

20-May-2004

Quarterly Report


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 currentfacts are "forward-looking statements" made pursuant to the safe harborprovisions of Section 27A of the Securities Act of 1933, as amended (the"Securities Act") and Section 21E of the Securities Exchange Act of 1934, asamended (the "Exchange Act"). These statements often can be identified by theuse of terms such as "may," "will," "expect," "believe," "anticipate,""estimate," "approximate" or "continue," or the negative thereof. The Companyintends that such forward-looking statements be subject to the safe harbors forsuch statements. The Company wishes to caution readers not to place unduereliance on any such forward-looking statements, which speak only as of the datemade. Any forward-looking statements represent management`s best judgment as towhat may occur in the future. However, forward-looking statements are subject torisks, uncertainties and important factors beyond the control of the Companythat could cause actual results and events to differ materially from historicalresults of operations and events and those presently anticipated or projected.The Company disclaims any obligation subsequently to revise any forward-lookingstatements to reflect events or circumstances after the date of such statementor to reflect the occurrence of anticipated or unanticipated events.


OVERVIEW


The Company has raised $4,758,850 in funding since the May 2002announcement of the GeneMax Pharmaceuticals acquisition for all issuances of theCompany`s common stock. Management believes that an estimated $14,000,000 isrequired over the next three years for expenses associated with the balance ofpre-clinical development and commencement of Phase I-II clinical trials for theTAP Cancer Vaccine and for various operating expenses.


The Company has not generated any cash flow to fund its operations andactivities due primarily to the nature of lengthy product development cyclesthat are normal to the biotech industry. Therefore, the Company must raiseadditional funds in the future to continue operations. The Company intendsfinance its operating expenses with further issuances of common stock. TheCompany believes that any anticipated private placements of equity capital anddebt financing, if successful, may be adequate to fund the Company`s operationsover the next twelve months. Thereafter, the Company expects it will need toraise 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 completewith the delivery of vector clones to the Company. We are currently in theprocess of evaluating the vector clones. We also entered into an exclusiveworldwide license agreement with UBC for the use of a novel assay technologyintended to be used to screen and select drugs that regulate immune responses.





RESULTS OF OPERATIONS


Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

Net revenues during the quarters ended March 31, 2004 and 2003 were $0.The lack of revenues during these quarters were the result of our continuedfocus on research and development of the TAP technologies.

Consulting fees during the quarter ended March 31, 2004 was $11,832 ascompared to $56,000 during the quarter ended March 31, 2003, a decrease ofapproximately 78.9%. The decreased consulting fees were primarily the result ofthe reduction in stock option grants to consultants.

License fees during the quarter ended March 31, 2004 was $61,240 ascompared to $0 during the quarter ended March 31, 2003. The increase in licensefees was the result of our obligations to Crucell pursuant to the ResearchLicense and Option Agreement.

Management fees during the quarter ended March 31, 2004 was $67,862 ascompared to $54,846 during the quarter ended March 31, 2003, an increase ofapproximately 23.7%. The increase in management fees was primarily the result ofthe direct payment in 2004 to an officer who previously provided servicesthrough a contractor, Investor Communications International, Inc.

Office and general expenses incurred during the quarter ended March 31,2004 was $93,414 as compared to $365,757 during the quarter ended March 31,2003, a decrease of approximately 74.5%. The decreased office and generalexpenses were primarily the result of a reduction in investor relationsexpenditures, including media production, mailing, and printing.

Professional fees during the quarter ended March 31, 2004 was $110,726as compared to $85,754 during the quarter ended March 31, 2003, a increase ofapproximately 29.1%. The increased professional fees were primarily the resultof higher legal costs relating to potential financing opportunities and morecomplicated accounting policies and regulatory requirements.

Travel expenses during the quarter ended March 31, 2004 was $50,457 ascompared to $14,958 during the quarter ended March 31, 2003, an increase ofapproximately 237.3%. The increased travel expenses were primarily the result ofincreased travel for financing and investor relations purposes.


LIQUIDITY AND CAPITAL RESOURCES


As of March 31, 2004, the Company had $17,758 in cash. Generally, theCompany has financed operations to date through the proceeds of the privateplacement of equity securities. The Company received proceeds of $550,000 duringthe quarter ended March 31, 2004 from the sale of common stock and $33,170 fromadvances from related parties.



Net cash used in operating activities during the quarter year endedMarch 31, 2004 was $577,099. The Company had no revenues during the fiscal 2003.Expenditures were primarily the result of payments required under the externalcontracts with UBC, Crucell and Molecular Medicine, as well as legal andaccounting activities.

As of March 31, 2004, we anticipate that we will need significantfinancing to enable us to meet our anticipated expenditures for the next 18months, which is anticipated to be $6 million assuming a single Phase 1 clinicaltrial commences within that time frame.


The Company is currently in breach of the Collaborative ResearchAgreement with UBC, Research License and Option Agreement with UBC, BiologicalMaterials Transfer Agreement with NIAID and the Production Service Agreementwith Molecular Medicine because of failure to make certain payments pursuant tothese agreements. The Company`s failure to cure the breach of these agreementswithin the time frames specified may result is termination of these agreements.The termination any of these agreements would have a material adverse effectupon the Company and its business.


The Company`s financial statements have been prepared assuming that itwill continue as a going concern and, accordingly, do not include adjustmentsrelating to the recoverability and realization of assets and classification ofliabilities that might be necessary should the Company be unable to continue inoperation. Our ability to continue as a going concern is dependent upon ourability to obtain the necessary financing to meet our obligations and pay ourliabilities arising from our business operations when they come due. We will beunable to continue as a going concern if we are unable to obtain sufficientfinancing. The Company`s future capital requirements will depend on many factorsincluding the rate and extent of scientific progress in its research anddevelopment programs, the timing, cost and scope involved in its clinicaltrials, obtaining regulatory approvals and pursuing further patent protectionsand the timing and costs of its commercialization activities.

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


OFF-BALANCE SHEET ARRANGEMENTS


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

[Bombenleger]

GeneMax Corp. appoints Edward C. Farrauto as Chief Financial Officer
Thursday June 17, 9:01 am ET


VANCOUVER, June 17 /PRNewswire-FirstCall/ - GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt: GX1) GeneMax announced today that Edward C. Farrauto has been appointed as its Chief Financial Officer (CFO), Treasurer and Secretary, effective as of May 21st, 2004. In his new role with the company, Mr. Farrauto`s responsibilities will encompass the company`s accounting functions that involve the preparation of financial and regulatory reports, auditor liaison responsibilities, assistance with financing initiatives and administration of public markets. Ronald L. Handford, President & CEO of GeneMax, stated, "Mr. Farrauto`s diverse industry and regulatory experience will be a tremendous asset to the Board and Management of GeneMax." Mr. Handford further commented, "Mr. Farrauto`s background and experiences are well suited to assist GeneMax in securing the financial support required to insure the development of the company`s lead technology."
Mr. Farrauto, a Certified General Accountant, has worked in the finance and administration area of public companies for over ten years. In his former positions he has been responsible for overseeing private placement financings, prospectus filings, and merger and acquisition transactions. As a former financial officer of public companies, he possesses a broad understanding of financial reporting and regulatory compliance in the United States and Canada. "His experience will enable GeneMax to advance our proprietary TAP-1 (Transporters Associated with Antigen Processing) cancer vaccine technology towards the upcoming phase 1 clinical trials," stated Ronald Handford.

In recent developments, research conducted at McMaster University in Hamilton, Ontario and The University of British Columbia showed that GeneMax`s TAP-1 vaccine technology was able to produce an effective immune response against melanoma, a form of skin cancer, in mouse models of the disease. The Company also announced that Grant Atkins, the former CFO, resigned from the Boards of GeneMax and its subsidiaries effective June 16, 2004.

About GeneMax Corp.: GeneMax Corp. is a biotechnology company 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.

For further information:
Contact: Kendra Payne
Phone: Toll Free [phone] or [phone], Fax: [phone]
GeneMax Corp., Suite 400 - 1681 Chestnut Street, Vancouver, B.C., Canada,
V6J 4M6
Stock Exchange Information: (Symbol: OTCBB - GMXX, Symbol FWB - GX1,
WKN: 645096, ISN: US36870Q1031)


SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD-LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS."




--------------------------------------------------------------------------------
Source: GeneMax Corp.

[Bombenleger]

Press Release Source: GeneMax Corp.


GeneMax Corp. reports advanced human TAP cancer vaccine successful in animal trials
Tuesday July 20, 9:01 am ET
GENEMAX CORP. (OTCBB Symbol - GMXX, FWB Symbol - GX1, WKN: 645096, ISN: US36870Q1031)


VANCOUVER, July 20 /PRNewswire-FirstCall/ - GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt: GX1) GeneMax`s advanced human adenovirus TAP-1 cancer vaccine is successful in treating animal models of lung cancer. These findings will be reported at the 12th International Congress of Immunology and 4th Annual Conference of FOCIS (Federation of Clinical Immunology Society) in Montreal, Quebec, being held at Viger Hall of the Palais des Congres de Montreal (July 18-23, 2004).
GeneMax`s cancer vaccine, designed with the human version of TAP-1 together with a non-replicating adenovirus that is applicable for use in humans, was able to increase the survival rate, retard tumor growth, and promote a centralized immune response to the cancer in the animal model. The studies showed that the immune system of the animal had been sufficiently armed to locate cancerous cells throughout the animal and to prevent metastasis.

Many forms of cancer cells have a disruption in TAP (transporter associated with antigen processing). These include melanoma, lung, prostate and breast cancers, and many others. Without a properly activated TAP, cancerous cells do not identify themselves to the immune system as an alien cell type and they remain camouflaged, allowing cancer to proliferate and eventually metastasize in the body. When TAP is properly activated in a cell it produces signals that indicate the identity of the cell to the immune system. GeneMax`s human version of a non-replicating TAP-1 cancer vaccine acts to stimulate the mechanisms required for the identity of the cancer cell to be recognized as foreign, which is expected to cause the cancer cells to be naturally eliminated by the immune system. Furthermore, GeneMax`s TAP-1 cancer vaccine appears to efficiently elicit an immune response towards cancer despite an individual`s genetic background.

The study entitled "Restoration of TAP1 Expression in a TAP Deficient Lung Carcinoma In Vivo Increases Tumor Specific Immune Responses and Survival" was conducted under the supervision of Dr. Wilfred A. Jefferies, Chairman and CSO of GeneMax, the lead researcher, Dr. Yuanmei Lou, with Bing Cai , Dr. Timothy Z. Vitalis, Susan S. Chen, Andrew P. Jeffries, Dr. Genc Basha, Ray S. Gopaul and Dr. Qian-Jin Zhang at the Biotechnology Laboratory and Biomedical Research Center, University of British Columbia, Canada. The research that led to the scientific report was supported by grants from the Canadian Institutes of Health Research (CIHR) and the Canadian Network for Vaccines and Immunotherapeutics (CANVAC), as well as funding from GeneMax through its Collaborative Research Agreement with The University of British Columbia.

For further information:
-------------------------------------------------------------------------
Contact: Kendra Payne
Phone: Toll Free [phone] or [phone] Fax: [phone]
GeneMax Corp. - Suite 400 - 1681 Chestnut Street, Vancouver B.C. Canada
V6J 4M6
Stock Exchange Information: (Symbol: OTCBB - GMXX, Symbol FWB - GX1, WKN:
645096, ISN: US36870Q1031)
-------------------------------------------------------------------------


SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD-LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS."




--------------------------------------------------------------------------------
Source: GeneMax Corp.

[Bombenleger]

16-Aug-2004

Quarterly Report



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.

[Bombenleger]

GeneMax Corp. appoints Konstantine Sarafis as Chief Operating Officer
Tuesday August 31, 9:02 am ET


VANCOUVER, Aug. 31 /PRNewswire-FirstCall/ - GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt: GX1) GeneMax announced today that Konstantine Sarafis has been appointed as its Chief Operating Officer (COO), effective as of August 30th, 2004. Mr. Sarafis will be responsible for the development, coordination and execution of the company`s operations, as well as developing opportunities for industry partnerships, marketing and financing.
ADVERTISEMENT


Ronald L. Handford, President & CEO of GeneMax, stated, "Mr. Sarafis` extensive experience in the biotech sector will provide outstanding guidance for implementing our operational plan. This will support the achievement of the company`s clinical and strategic development objectives. We expect Mr. Sarafis` appointment will accelerate the advancement to clinical trials of our lead product, the TAP-1 (Transporters Associated with Antigen Processing) cancer vaccine, and will help us develop a pipeline of related immunotherapy products through our assay technologies and strategic industry partnerships."

Mr. Sarafis said, "The technologies that GeneMax has under license are exciting and innovative. These new therapeutics harness the power of the immune system to fight cancer and other disease. I am look forward to implementing and executing GeneMax`s strategic plan."

Mr. Sarafis is an experienced executive with a 13-year history of building, operating and mentoring biotechnology companies. He founded two biotechnology companies, the most recent being, Interomex Biopharmaceuticals Inc. where he was involved in arranging venture capital financing and running all aspects of business operations from 1998 through 2002. More recently Mr. Sarafis has been a full-time consultant to emerging biotechnology companies and academic institutions wishing to commercialize new technologies. Prior to entering the biotechnology sector, Mr. Sarafis was a researcher at UBC in the division of Medical Microbiology. Mr. Sarafis has extensive experience in managing intellectual property, licensing, finance, as well as marketing and he is well versed in corporate governance issues.

About GeneMax Corp.: GeneMax Corp. is a biotechnology company specializing in the discovery and development of immunotherapeutics for the treatment and eradication of cancer, therapies for infectious diseases and autoimmune disorders and prevention of transplant tissue rejection. The Company is in production of its TAP cancer vaccine in preparation for a Phase I/IIa clinical trial, expected to begin in mid-2005. The proof of principle for the TAP-1 vaccine was established in mice bearing metastatic small cell lung cancer tumors. This study was published in Nature Biotechnology (Vol. 18, pp 515-520, May 2000). In recent developments, research conducted at McMaster University in Hamilton, Ontario and The University of British Columbia showed that GeneMax`s TAP-1 vaccine technology was able to produce an effective immune response against melanoma, a form of skin cancer, in mouse models of the disease, as published in Journal of Immunology (reference 1;172(9):5200- 5205, May 1, 2004).

SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD-LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS.




--------------------------------------------------------------------------------
Source: GeneMax Corp.

[greenhorn1998]

Hi zusammen! Hi Bombenleger!

Was hälst du von Genemax? Bin derzeit dabei, mich in die Materie einzuarbeiten, wäre dir für eine kurze Zusammenfassung oder Meinung zu Genemax sehr dankbar. Ganz schön billig der Laden gerade. Frage mich gerade, ob das eine Chance oder eine Warnung ist.

Gruß, greenhorn

[gontard]

bombenleger

[Bombenleger]

19-Nov-2004

Quarterly Report



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 $4,930,315 in funding since the May 2002 announcement of the GeneMax Pharmaceuticals acquisition for all subscriptions of the Company`s common stock (including option exercises). 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. Assuming the Company raises additional funds, we plan 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`s contract with The University of British Columbia ("Collaborative Research Agreement" or "CRA") expired pursuant to its Termination Date of August 31, 2004; however, the Company intends to negotiate an extension/renewal of the CRA in the near future. The failure to successfully negotiate an extension or renewal of the CRA could have a material adverse effect upon the Company and its operations.

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 September 30, 2004 Compared to Three Months Ended September 30, 2003 and Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

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

Consulting fees for the quarter ended September 30, 2004 were $ 3,000 as compared to $ 27,295 during the quarter ended September 30, 2003, a decrease of 89%. Consulting fees for the nine months ended September 30, 2004 were $17,832 as compared to $ 112,013 during the nine-month period ended September 30, 2003, a decrease of approximately 84%. 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 September 30, 2004 were $ 32,875 as compared to $ 246,125 during the quarter ended September 30, 2003), a decrease of 87%. Consulting fees - stock based for the nine months ended September 30, 2004 were $59,125 as compared to $807,625 during the nine-month period ended September 30, 2003, a decrease of approximately 93%. The decreased consulting fees were the result of the reduction in stock option grants to consultants.

License fees for the quarter ended September 30, 2004 were $60,103 as compared to $ $0 during the quarter ended September 30, 2003. License fees for the nine months ended September 30, 2004 were $121,557 as compared to $0 during the nine-month period ended September 30, 2003. The license fees are the result of a research license and option agreement with Crucell Holland B.V. on August 7, 2003 pursuant to which the Company is billed semi-annually for the license fee.

Management fees for the quarter ended September 30, 2004 were $42,979 as compared to $57,175 during the quarter ended September 30, 2003, a decrease of approximately 25%. Management fees for the nine months ended September 30, 2004 were $149,919 as compared to $168,865 during the nine-month period ended September 30, 2003, a decrease of approximately 11%. The reduction in management fees was due principally to the termination of the ICI Consulting Agreement on December 31, 2003.

Office and general expenses for the quarter ended September 30, 2004 were $62,062 as compared to $171,935 during the quarter ended September 30, 2003, a decrease of approximately 64%. Office and general expenses for the nine months ended September 30, 2004 were $228,042 as compared to $782,281 during the nine months ended September 30, 2003, a decrease of approximately 71%. 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 September 30, 2004 were $70,770 as compared to $63,273 during the quarter ended September 30, 2003, an increase of approximately 12%. Professional fees for the nine months ended September 30, 2004 were $328,222 as compared to $217,471 during the quarter ended September 30, 2003, an increase of approximately 51%. 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 September 30, 2004 were $116,362 as compared to $409,079 during the quarter ended September 30, 2003, a decrease of approximately 72%. Research and development expenses for the nine months ended September 30, 2004 were $600,346 as compared to $977,726 during the nine months ended September 30, 2003, a decrease of approximately 39%. The decrease in research and development expenses was primarily the result of reduced contract payments to Molecular Medicine and the termination of the CRA on August 31, 2004.

Travel expenses for the quarter ended September 30, 2004 were $2,402 as compared to $7,805 during the quarter ended September 30, 2003, a decrease of approximately 69%. Travel expenses for the nine months ended September 30, 2004 were $55,504 as compared to $50,332 during the nine months ended September 30, 2003, an increase of approximately 10%. The decreased travel expenses during the quarter ended September 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 nine months ended September 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 September 30, 2004, the Company had $28,567 in cash. Generally, the Company has financed operations to date through the proceeds of the private placement of equity and debt securities.

Net cash used in operating activities during the nine months ended September 30, 2004 was $1,058,550. The Company had no revenues during the quarter ended September 30, 2004. Expenditures were primarily the result of research and development and professional fees.

The Company has recorded $85,976 in deferred finance fees. Of this amount $74,100 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 September 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 a further Euro 50,000 due August 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. None of these material agreements has been declared in default or been terminated for cause. The Collaborative Research Agreement with UBC expired on August 31, 2004 as scheduled, and the Company intends to negotiate a renewal.

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.

[Teerwerk]

Geht es jetzt endlich wieder mal ein bischen nach Norden?? Wer weiß genaueres?

[loss_pro]

was lange währt, wird endlich gut:
(Thread: GENEMAX CORP. Announces Naked Short Selling Lawsuit Against ist somit nun auch inhaltlich abgeschlossen...)


IN THE MONEY: GeneMax Naked-Short Suits Dismissed

28 December 2004
17:42
Dow Jones News Service
English
(c) 2004 Dow Jones & Company, Inc.

By Carol S. Remond
A Dow Jones Newswires Column


NEW YORK (Dow Jones)--Two more lawsuits alleging illegal short selling
by brokerage firms have been dismissed without much fanfare.

Biotech company GeneMax Corp. (GMXX) was at the forefront of companies
protesting what they said were unfair attacks by short sellers in late
2002. Back then and through much of 2003, GeneMax and its then-marketing
firm Investor Communications International, or ICI, led a campaign
against naked short selling, or short selling without first borrowing
securities to make delivery.

As part of its campaign, GeneMax filed lawsuits in Canada and in the
U.S. to try to prevent brokerage firms from engaging in naked short
selling.

GeneMax filed a lawsuit against Canadian brokerage firms Global
Securities Corp. and Union Securities Corp. in September 2002 in the
Supreme Court of British Columbia. The company alleged that the
brokerages engaged in illegal short selling to manipulate the price of
its shares.

A court order obtained by Dow Jones Newswires shows that suit was
dismissed on Dec. 16. A countersuit filed by Global Securities and Union
Securities was also dismissed.

GeneMax had widened its legal fight with the brokers to U.S. courts in
October 2002 when it filed suit against 11 brokerage firms in the U.S.
District Court for the District of Nevada. That suit was dismissed. But
the company filed another suit in November 2003 that mirrored much of
the illegal short selling allegations it made in its first Nevada suit,
including fraud and racketeering. The original suit named Knight Trading
Group Inc. (NITE), Charles Schwab Corp. (SCH) and nine others and seeks
injunctions to prevent the firms from shorting GeneMax shares and
unspecified damages.

Court documents show that the 2003 Nevada suit was dismissed on Nov. 9.

GeneMax`s shares, which topped $20 a share in late 2002, are now trading
at a mere 24.5 cents in very thin trading.

GeneMax`s President and Chief Executive Ronald Hanford wasn`t
immediately available to comment.

GeneMax was the subject of three "In The Money" columns in 2002 and
2003. Those columns questioned whether insiders would benefit most from
limits on short selling and GeneMax`s connection to consultant ICI.
GeneMax terminated its agreement with ICI in late 2003.

In a short sale, a security not owned by the seller is sold in
anticipation of a decrease in the stock`s price. In the U.S., NASD
requires that before they engage in short sales for themselves or
clients, firms make an affirmative determination that they can borrow a
security or will be able to provide it for delivery on demand. Market
makers are exempt from the affirmative determination rule when engaged
in "bona fide market making activity" because they provide needed
liquidity to the market. Earlier this year, NASD tightened its
affirmative determination rule, making it harder for Canadian brokerages
to take advantage of the fact that no borrowing requirement exists in
that country.

In September, another suit alleging naked short selling was dismissed
after Jag Media Holdings Inc. (JAGH), which also led the charge against
naked short selling in the U.S., failed to make its case.

Jag Media and Gary Valinoti, the company`s former chief executive, sued
more than 100 brokerage firms, investment firms and financial
institutions in July 2002, alleging that they entered into a civil
conspiracy and concert of action to short sell Jag Media`s stock. In the
suit, originally filed in the Judicial District Court, Harris county in
Texas and later removed to the U.S. District Court for the Southern
District of Texas, Houston Division, Jag Media alleged that the
financial institutions committed market manipulation and fraud and
violated securities laws.

That case was dismissed by U.S. District Judge Vanessa Gilmore after she
found multiple deficiencies in Jag Media`s third amended complaint.
Gilmore found that Jag Media didn`t have a viable claim against those
defendants.

(Carol S. Remond is an award-winning columnist and one of four who write
the "In The Money" feature. Most recently, she shared a 2003 Best of
Business Award from the Society of American Business Editors and Writers
for her role in Dow Jones` team coverage of the Canary Capital mutual
fund trading scandal.)

-By Carol S. Remond; Dow Jones Newswires; 201 938 2074;
[e-mail] [ 12-28-04 1742ET ]

[Bombenleger]

Form 8-K for GENEMAX CORP


--------------------------------------------------------------------------------

11-Feb-2005

Change in Directors or Principal Officers



Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 7, 2005, GeneMax, a biotechnology company specializing in the discovery and development of immunotherapeutics and microbial vaccines, completed a private placement of 9,068,299 units at USD$0.15 per unit for gross proceeds of USD$1,360,244.85. The units were sold only to non-US Persons pursuant to Regulation S, promulgated under the Securities Act of 1933. In addition, GeneMax announced the appointment of Mr. Konstantine Sarafis, formerly Chief Operating Officer, as President and CEO and director, and the appointment of Dr. Glynn Wilson as a director.

Each unit issued in the financing is comprised of one share and one-half of a share purchase warrant. Each whole warrant entitles the holder to acquire an additional share for two years at a price of (1) USD $0.15 before the earlier of four months from the issue date of the warrant and the date the company completes an additional financing of not less than USD$2,000,000, (2) USD$0.30 for the balance of the first year, and (3) thereafter USD$0.50. Certain registered broker dealers acted as finders in connection with the offering and sale of the units. Each finder received fees comprised of cash equal to 8% of the total value of subscriptions from purchasers located by the finder, and warrants equal to 5% of the number of units purchased by subscribers introduced by the finder.

Each purchaser of units in the private placement also received certain "piggy-back" registration rights, entitling each to register the common shares included in the units on the company`s next registration statement filed with the United States Securities and Exchange Commission.

Proceeds of the financing will be used towards corporate restructuring that plans to see the company re-establish its research and development agreement with The University of British Columbia, reorganize operations, and augment management and its board of directors. The company also plans to re-align its research and development to focus on completion of its pre-clinical cancer vaccine program and initiate development of its microbial vaccine adjuvant.

Mr. Sarafis is an experienced executive with a history of building, operating and mentoring biotechnology companies. Mr. Sarafis founded two biotechnology companies, the most recent being Interomex Biopharmaceuticals Inc., where he was involved in arranging venture capital financing and running all aspects of business operations from 1998 through 2002. More recently Mr. Sarafis has been a full-time consultant to emerging biotechnology companies and academic institutions wishing to commercialize new technologies. Prior to entering the biotechnology sector, he was a researcher in the Division of Medical Microbiology at The University of British Columbia.

Dr. Glynn Wilson is an internationally renowned expert in drug delivery technologies. He was previously Head of Drug Delivery at SmithKline Beecham Pharmaceuticals and Executive Vice-President of R&D at Tacora Corporation. Currently, Dr. Wilson is President and CEO of Auriga Pharmaceuticals, a Speciality Pharmaceutical Company, and President of the GW Group. Dr. Wilson obtained his Ph.D. in Biochemistry, at Heriot-Watt University, Edinburgh, and he was a faculty member at Rockefeller University, New York, in the laboratory of the Nobel Laureates, Stanford Moore and William Stein.

Mr. Ronald L. Handford announced his resignation as the President, CEO and Director of GeneMax and its subsidiaries. He was the founding President & CEO of GeneMax Pharmaceuticals Inc., the wholly-owned subsidiary of GeneMax Corp., and also President & CEO of GeneMax Corp. since the reverse merger that took GeneMax public in 2002, Dr. Jefferies, the company`s Chairman, said, "The company is grateful to Mr. Handford for his commitment and dedication and wishes him success in his future ventures."

About GeneMax Corp.: GeneMax Corp. is a biotechnology company specializing in the discovery and development of immunotherapeutics for the treatment and eradication of cancer, therapies for infectious diseases and autoimmune disorders and prevention of transplant tissue rejection, using TAP (Transporters Associated with Antigen Presentation) to restore the antigen presentation process to immune cells.



--------------------------------------------------------------------------------

[Teerwerk]

Gibt es endlich wieder einmal neue News zu dieser Firma??
Wer kennt sich aus??

[Bombenleger]

Form 8-K for GENEMAX CORP


--------------------------------------------------------------------------------

2-Mar-2005

Entry Material Agreement, Triggering Events of Finanical Obligation



Item 1.01 Entry Into a Material Definitive Agreement
Agreement with Mr. Konstantine Sarafis

GeneMax Corp. has entered into an employment agreement with its President and CEO, Konstantine Sarafis. The term of the agreement, which is effective as of February 8, 2005, expires on December 31, 2007. Pursuant to the terms of the employment agreement, the company will pay Mr. Sarafis CDN$170,000 per year for the first year of employment and an annual bonus payment, for each year during the term, based on achievement of certain objectives. The amount of any such bonus will be agreed upon by Mr. Sarafis and the company`s compensation committee. The company will also pay to Mr. Sarafis a cash fee in the amount of CDN$24,267 in consideration for all past services provided to the company, and related expenses incurred, by Mr. Sarafis. This reflects a payment of CDN$0.30 on the dollar for all prior amounts owed. All stock options previously granted to Mr. Sarafis will be cancelled.

In addition, the company will issue to Mr. Sarafis 500,000 common shares at a deemed price of CDN$0.15 per share, and grant to Mr. Sarafis options to purchase up to 1,400,000 common shares at an exercise price to be determined in accordance with the company`s stock option plan. Upon the achievement by the company and Mr. Sarafis of certain financial and performance goals, the company has agreed to consider amendments to the compensation package for Mr. Sarafis, to include a possible increase in cash compensation and the issuance of options to purchase up to an additional 1,000,000 shares of the company`s common stock at an exercise price to be determined in accordance with the company`s stock option plan.

Agreement with 442668 B.C. Ltd. and Mr. Wilfred Jefferies

The company has entered into a consulting agreement with 442668 B.C. Ltd. and Wilfred Jefferies, a principal of 442668 B.C. Ltd.

The consulting agreement with 442668 B.C. Ltd. and Wilfred Jefferies is effective from February 8, 2005 until December 31, 2007, after which the agreement will be renewed automatically for successive one year periods unless either party gives to the other at least six months` prior notice of its intent to terminate the Agreement. Pursuant to the consulting agreement, 442668 B.C. Ltd. has committed to make Mr. Jefferies available to provide consulting and advisory services to GeneMax.

GeneMax will pay 442668 B.C. Ltd. a monthly consulting fee of CDN$10,000 plus applicable excise tax imposed under Canadian law. In addition, 442668 B.C. Ltd. will be eligible to receive an annual bonus payment based on achievement of performance objectives, in an amount and form to be determined between 442668 B.C. Ltd. and the company`s compensation committee. The company has agreed to grant 442668 B.C. Ltd. options to purchase up to 2,500,000 common shares at an exercise price to be determined in accordance with the company`s stock option plan. The company will issue 452,100 previously unissued shares, at a deemed value of CDN$0.25 per share, in the capital of the Company to 442668 B.C. Ltd. in consideration for all past services provided to the company by Wilfred Jefferies. All stock options previously granted to 442668 B.C. Ltd. will be cancelled.

GeneMax will reimburse 442668 B.C. Ltd. for out of pocket expenses incurred in connection with its service to the company.

442668 B.C. Ltd. will report to the board of directors and senior officers of the company.

Agreement with Mr. Ronald Handford

GeneMax Corp. has entered into a consulting agreement with Ronald Handford, a former director and the former president and chief executive officer of the company. The previous contract between Mr. Handford and GeneMax Corp., dated August 1, 1999, was terminated. The term of the consulting agreement, which is effective as of February 8, 2005, is on a month to month basis, automatically renewing for successive one-month periods unless either party gives notice of termination no less than thirty days prior to the expiration of the then current term. On March 1, 2005 Mr. Handford was given notice that the term of the consulting agreement would expire on March 31, 2005.

The company will pay Mr. Handford CDN$8,333.33 per month, plus applicable excise tax imposed under Canadian law. In addition, Mr. Handford will receive options to purchase up to 400,000 common shares at an exercise price to be determined in accordance with the company`s stock option plan; however, all stock



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options previously granted to Mr. Handford will be forfeited. The company will also pay to Mr. Handford a cash fee in the amount of CDN$33,908 in consideration for all past services provided to the company, and related expenses incurred, by Mr. Handford.

Mr. Handford will also be reimbursed for all out of pocket expenses incurred by him in connection with his service as a consultant to the company.

Mr. Handford will report to the board of directors and senior officers of the company.

Item 1.01 Entry Into a Material Definitive Agreement





Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
Amendment of an agreement material to Genemax Corp.

Terms of an 8% unsecured convertible promissory note (the "Bridges Note") in principal amount of USD$300,000 made by the company in favour of Bridges & Pipes LLC dated June 2, 2004, and an 8% unsecured convertible promissory note (the "Double U Note", and together with the Bridges Note, the "Notes") in principal amount of USD$200,000 dated June 24, 2004 made by the company in favour of The Double U Fund Ltd. were amended by letter (the "Letter") from the company dated January 31, 2005, the terms of which were acknowledged and agreed to by Bridges and Pipes LLC, for itself and on behalf of The Double U Fund Ltd. (together, the "Lenders").

Pursuant to the Letter, the maturity date of the Notes was extended to April 28, 2006 from June 1, 2005, in the case of the Bridges Note, and from June 23, 2005, in the case of the Double U Note.

Each Note provided for rights of conversion of all, or a portion of the principal amount of such Note plus accrued interest thereon, late fees and other amounts due under the Note, if any, into shares of the company at a price of USD$0.60 per share. Pursuant to the Letter, the conversion price described in the Notes was reduced to USD$0.30 from USD$0.60.

The company issued a warrant to each Lender in connection with each Note. Pursuant to the Letter, the exercise price of the warrants was reduced from USD$0.66 per share to USD$0.30 per share until December 31, 2005, and USD$0.50 per share thereafter.

Pursuant to the Letter, the company agreed to pay to the Lenders all interest and penalties owed pursuant to the Notes up to January 31, 2005, and to make quarterly interest payments due under the Notes thereafter.

Pursuant to the Letter, the company restated its obligation under the Notes to grant piggy-back registration rights to the Lenders. In the Letter, the company agreed that such rights would be provided in a registration statement to be filed by the Company, and that if within six months of the date of the Letter it had not filed a registration statement in respect of shares issued in a subsequent financing, then it would undertake to immediately file a registration statement in respect of such shares.

About GeneMax Corp.

GeneMax Corp. is a biotechnology company specializing in the discovery and development of immunotherapeutics for the treatment and eradication of cancer, therapies for infectious diseases and autoimmune disorders and prevention of transplant tissue rejection, using TAP (Transporters Associated with Antigen Presentation) to restore the antigen presentation process to immune cells.

[Bombenleger]

Form 10KSB for GENEMAX CORP


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15-Apr-2005

Annual Report



ITEM 6 MANAGEMENT`S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview

We are focused on developing innovative therapeutics to treat serious disorders, primarily for cancer and infectious diseases. Since our inception, we have devoted substantially all of our resources to research and development activities, primarily with early stage research in the field of gene therapy. We are currently conducting preclinical studies using our TAP gene technology in combination with an in-licensed adeno virus, with the aim of completing our preclinical trials and filing an Investigational Drug Application for cancer in 12 months. We are also pursuing vaccine developments for infectious diseases using our TAP gene technology and an in-licensed Modified Vaccinia Ankora virus with the aim of establishing licensing and partnering relationships to generate revenue and advance our in- house projects closer to commercial products.

We are a development stage company and have primarily supported the financial needs of our research and development activities since our inception through public offerings and private placements of our equity securities. We have not received any revenue from the sale of our products in development, and we do not anticipate generating revenue from the sale of products in the foreseeable future. In order to carry out our corporate operational plan and to support the anticipated future needs of our research and development activities, we expect that we will have cash requirements of approximately USD$5,000,000 over the next twenty-four months, which we expect to obtain through additional equity financings. The funding that we need would, if obtained, be used to support our activities pursuant to the Collaborative Research Agreement with the University of British Columbia, clinical grade production of our lead TAP vaccine product, commencement of human clinical studies, advance the development of our prophylactic vaccine campaign and proceed with potential acquisitions or in-licensing of new technologies or products. In the event that we are able to secure funding through the sale of the company`s securities, it is expected that we will expand the company`s management team to include a Director of Corporate Development, a Director of Regulatory Affairs, a Director of Research and a Controller. It is also anticipated that as we advance our product development in oncology and prophylactic vaccines, we will incrementally increase the number of scientists employed under the Collaborative Research Agreement to approximately six.

If we are able to generate revenues in the next few years, we expect the source of such revenue to consist of payments under collaborative arrangements with third parties, government grants, and license fees. We have incurred losses since our inception and expect to incur losses over the next several years due to our lack of any substantial source of revenue and the continuation of our ongoing and planned research and development efforts, including preclinical studies and clinical trials. There can be no assurance that we will successfully acquire, develop, commercialize, manufacture, or market our product candidates or ever achieve or sustain product revenues or profitability.

We conduct our research and development at the University of British Columbia under the Collaborative Research Agreement, and contract out clinical grade production of our TAP based vaccines. In addition, we in-license our adeno and MVA vectors, and receive technical assistance from our licensing partners.

In August 2004, the Collaborative Research Agreement expired and could not be continued because the company lacked the financial resources. However, the University did not terminate the research activities and research and development continued at the University of British Columbia through December 2004 on the understanding that the expenses incurred would be paid once the company received further financing or would be incorporated into the terms of a new agreement. As of December 31, 2004, outstanding debt of GeneMax to the University incurred pursuant to this arrangement was approximately $803,953.

The parties to the Collaborative Research Agreement have agreed to the principal terms of a renegotiated agreement which will provide for an estimated annual budget of $295,000 (in quarterly installments of $73,750) to allow for funding for one Ph.D. scientist and two support technicians. In addition, the University will continue to provide GeneMax with access to university laboratories and equipment at the University.

We have a Production Services Agreement with Molecular Medicine for the production of a chemical grade of our TAP adeno based vaccine for pre-clinical toxicology analysis. However, in August 2004, we ceased production of our clinical grade vaccine due to technical difficulties. Crucell is currently in the process of solving



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technical issues associated with production yields of the vaccine. Despite the technical difficulties we anticipate a clinical grade TAP based vaccine to be produced utilizing the adeno vector from Crucell or our in-house adeno virus vector to allow the company to meet its milestones for completing toxicology analysis by the end of 2005. We anticipate commencing chemical grade production of our oncology vaccine in April 2005.

The company was in breach of its contractual obligations with Moleclar Medicine in respect of payments due for Phase I of the project. The parties have agreed that advance payments that had been made for subsequent phases could be allocated to the Phase I deficiency so that all payments that were due under the PSA have now been paid in full and the company has a credit of approximately USD$78,000 with Molecular Medicine to be applied towards future vaccine production.

We have a License Agreement with Crucell (Netherlands) for the use of the adeno virus and PER C6 cell line for the packaging of the TAP gene technology, propagation of the virus, to amplify the number of virus particles with the gene and to conduct studies in animals and clinical trials in humans. We will continue to license the adeno virus PER C6 technology from Crucell for the production of our oncology vaccine.

As of the date of this Annual Report, $120,967 was owing to Crucell. Pursuant to the Research License and Option Agreement, if a party defaults in the performance of or fails to be in compliance with any material condition of this agreement, the Research License and Option Agreement may be terminated if the default or noncompliance is not remedied or steps initiated to remedy 3 months after receipt in writing to the defaulting party. As of the date of this Annual Report, neither party has given notice of default to the other.

We also have a License Agreement with the National Institute of Health (USA) for the use of the Modified Vaccinia Ankora (MVA) virus for the development of vaccines. We will continue to license this technology for the development of prophylactic vaccines against infectious diseases.

Plan of Operation and Funding

Management believes that an estimated $5,000,000 is required over the next two years for expenses associated with the balance of pre-clinical development and completion of Phase I clinical trials for the TAP Cancer Vaccine and for various operating expenses.

The company has not generated any cash flow to fund its operations and activities due primarily to the nature of lengthy product development cycles that are normal to the biotech industry. Therefore, the company must raise additional funds in the future to continue operations. The company intends to finance its operating expenses with further issuances of common stock. The company believes that anticipated future private placements of equity capital and debt financing, if successful, may be adequate to fund the company`s operations over the next twenty -four months. Thereafter, the company expects it will need to raise additional capital to meet long-term operating requirements. 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, we may not be able to conduct our proposed business operations successfully, which could significantly and materially restrict or delay the company`s overall business operations.


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

The company accounts for stock based compensation in connection with these stock option grants in accordance with Financial Accounting Standards No. 123 and 148, Accounting Principles Board Opinion No. 25,



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and Financial Accounting Standards Board Interpretation No. 44. For further details, refer to the Summary of Significant Accounting Policies in the notes to the company`s consolidated financial statements contained herein.

For Fiscal Year Ended December 31, 2004 Compared with Fiscal Year Ended December 31, 2003

Net revenues during the fiscal years ended December 31, 2004 and 2003 were $0. The lack of revenues during the fiscal years ended December 31, 2004 and 2003 resulted from the emphasis on the research and development of the TAP technologies. Interest income of $0 was recorded for fiscal years ended December 31, 2004 and 2003, respectively.

Consulting fees were $1,440 during the fiscal year ended December 31, 2004 compared to $266,587 during the fiscal year ended December 31, 2003, a decrease of $265,147 or 99.46%. The decrease was due to less reliance on outside consultants.

Consulting fees paid for by the granting of stock options were $73,500 during the fiscal year ended December 31, 2004 as compared to $2,121,000 during the fiscal year ended December 31, 2003, a decrease of $2,047,500 or 96.53%. The decrease was due to granting of fewer options to consultants.

Depreciation expenses during the fiscal year ended December 31, 2004 was $37,449 compared to $42,368 incurred during the fiscal year ended December 31, 2003.

License fees were $121,557 during the fiscal year ended December 31, 2004 compared to $128,000 during the fiscal year ended December 31, 2003.

Management fees were $262,506 during the fiscal year ended December 31, 2004 compared to $227,366 during the fiscal year ended December 31, 2003, an increase of $35,140 or 15.45%.

The office and general expenses incurred during the fiscal year ended December 31, 2004 were $351,875 compared to $918,978 during the fiscal year ended December 31, 2003, a decrease of $567,103 or 61.71%. The decrease was primarily due to the company no longer using the services of Investor Communications International.

Professional fees primarily for legal work were $520,734 during the fiscal year ended December 31, 2004 compared to $277,405 during the fiscal year ended December 31, 2003, an increase of $243,329 or 87.72%. The increase was primarily due to higher legal fees.

Research and development during the fiscal year ended December 31, 2004 were $1,039,052 compared to $1,114,644 during the fiscal year ended December 31, 2003.

Research and development expenses paid for by the granting of stock options were $Nil during the fiscal year ended December 31, 2004 as compared to $612,000 during the fiscal year ended December 31, 2003. The decrease was due to no granting of options to consultants or employees engaged in research and development activities.

Transfer agent fees during the fiscal year ended December 31, 2004 were $219,488, compared to $6,223 during the fiscal year ended December 31, 2003. The increase includes an accrual of $200,000 payable to X-Clearing as settlement of the company`s lawsuit against X-Clearing.

Travel expenses during the fiscal year ended December 31, 2004 were $55,504 compared to $64,338 during the fiscal year ended December 31, 2003, an decrease of $8,834 or 13.73%. The decrease was due to less travel by management.

As a result of the above, during the fiscal year ended December 31, 2004, the company recorded operating expenses of $2,683,105 compared to $5,778,905, a decrease of $3,095,800 or 53.57% during the fiscal year ended December 31, 2003.



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Of the $2,683,105 incurred as operating expenses, the company incurred an aggregate of $392,528 in fees payable to certain directors and/or private companies controlled by those directors of the company and other related parties pursuant to consulting, management and research and development agreements.

As a result of the above, the company`s net losses during the fiscal year ended December 31, 2004 were $2,683,105 or $0.13 per share as compared to a net loss of $5,778,905 or $0.34 per share during the fiscal year ended December 31, 2003, a decrease of $3,095,800 or 53.57%. The decrease in net loss is attributable primarily to the reduction in stock based compensation expenses for consulting fees and research and development of $2,047,500 and $612,000 respectively. In addition, office and general expenses decreased $567,103.

The company incurred $74,100 of costs in connection with the financing of convertible notes 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 December 31, 2004, $48,300 of the deferred finance fees have been expensed. As at December 31, 2004 $21,667 of accrued and unpaid interest is include 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 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 December 31, 2004 a further interest expense of $27,100 has been accrued resulting in a carrying value of the notes of $477,100.

For Fiscal Year Ended December 31, 2003 Compared with Fiscal Year Ended December 31, 2002

Net revenues during the fiscal years ended December 31, 2003 and 2002 were $0. The lack of revenues during the fiscal years ended December 31, 2003 and 2002 resulted from the consummation of the acquisition of GeneMax Pharmaceuticals and the resulting emphasis on the research and development of the TAP technologies. Interest income of $0 and $125 was recorded for fiscal years ended December 31, 2003 and 2002, respectively.

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

Consulting fees paid by the granting of stock options were $2,121,000 during the fiscal year ended December 31, 2003 as compared to $630,275 during the fiscal year ended December 31, 2002, an increase of $1,490,725 or 236.52%. The increase was primarily due to a significant increase in grants to consultants.

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

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

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



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The office and general expenses incurred during the fiscal year ended December 31, 2003 were $918,978 compared to $96,830 during the fiscal year ended December 31, 2002, an increase of $822,148 or 849.06%. The increase was primarily due to mailing, printing and other investor relations and media production expenditures.

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

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

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

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

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

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

As a result of the above, the company`s net losses during the fiscal year ended December 31, 2003 was $5,778,905 or $0.34 per share as compared to a net loss of $2,284,709 or $0.17 per share during the fiscal year ended December 31, 2002, an increase of $3,494,196 or 152.94%. As discussed above, the increase in net loss is attributable primarily to the increased scale and scope of overall corporate activity pertaining to the ongoing research and development relating to the TAP technology and the TAP Cancer Vaccine.

Liquidity and Capital Resources

As December 31, 2004, the company had $11,646 in cash. Generally, the company has financed operations to date through the proceeds of the private placement of equity securities. The company received $1,224,041 during the fiscal year ended December 31, 2004 from financing activities.

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 12 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 two 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 two years and 41,667 shares of the company`s common stock at a price of $0.66 per share for a period of two years. The company also incurred $74,100 of costs in connection with this financing.



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During 2004 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.

Net cash used in operating activities during the fiscal year ended December 31, 2004 was $1,214,981. The company had no revenues during the fiscal 2004. Expenditures were primarily the result of payments to consultants and our research and development activities.

At December 31, 2004, GeneMax had 4,777,100 stock options and 1,982,970 share purchase warrants outstanding. The outstanding stock options have a weighted average exercise price of $0.71 per share. The outstanding warrants have a weighted average exercise price of $1.16 per share. Accordingly, as at December 31, 2004, the outstanding options and warrants represented a total of 6,760,070 shares issuable for a maximum of approximately $5,691,986 if these options and warrants were exercised in full. The exercise of these options and warrants is completely at the discretion of the holders. There is no assurance that any of these options or warrants will be exercised.

As of December 31, 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 $5 million assuming a single Phase 1 clinical trial.

The company`s financial statements have been prepared assuming that it will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the company be unable to continue in operation. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and pay our liabilities arising from our business operations when they come due. We will be unable to continue as a going concern if we are unable to obtain sufficient financing.

Off-Balance Sheet Arrangements

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

Recent Accounting Pronouncements

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

In May 2003, SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", was issued. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Generally, a financial instrument, whether in the form of shares or otherwise, that is mandatorily redeemable, i.e. that embodies an unconditional obligation requiring the issuer to redeem it by transferring its shares or assets at a specified or determinable date (or dates) or upon an event that is certain to occur, must be classified as a liability (or asset in some circumstances). In some cases, a financial instrument that is conditionally redeemable may also be subject to the same treatment. This Statement does not



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apply to features that are embedded in a financial instrument that is not a derivative (as defined) in its entirety. For public entities, this Statement is effective for financial instruments entered into or modified after May 31, 2003. The adoption of SFAS 150 did not affect the company`s financial position or results of operations.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletins ("ARB") No. 51, Consolidated Financial Statements ("FIN 46"). FIN 46 applies immediately to variable interest entitles created after January 31, 2003, and in the first interim period beginning after June 15, 2003 for variable interest entities created prior to January 31, 2003. The interpretation explains how to identify variable interest entities and how an enterprise assesses its interest in a variable interest entity to decide whether to consolidate that entity. The interpretation requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. Variable interest entities that effectively disperse risks will not be consolidated unless a single party holds an interest or combination of interests that effectively recombines risks that were previously dispersed. The adoption of FIN 46 did not have a material effect on the company`s financial position or results of operations. In December 2003, the FASB issued FASB Interpretations No. 46 (Revised December 2003) Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 ("FIN 46R"). FIN 46R is an update of FIN 46 and contains different implementation dates based on the types of entities subject to the standard and based on whether a company has adopted FIN 46. The adoption of FIN 46R did not . . .

[Bombenleger]

GeneMax Corporation: Update on Operations and Corporate Developments
Monday May 16, 9:30 am ET


VANCOUVER, BC, May 16 /PRNewswire-FirstCall/ - GeneMax Corp. (OTC Bulletin Board: GMXX - News) GeneMax Corp. ("GeneMax" or the "Company"), a biotechnology company specializing in the discovery and development of immunotherapeutics and vaccines for cancer and infectious diseases, announced today a business update and key developments on its restructuring plan commensurate with its financing in February 2005.
Subsequent to the financing of USD$1.36 million in February 2005, the Company undertook a restructuring plan involving new financial initiatives, changes in management and re-alignment of R&D strategy, the majority of which have been achieved. In April 2005, the Company appointed Computershare Investment Services as its new transfer agent. In May 2005, the Company entered into a new Contract Research Agreement (the "CRA") with the University of British Columbia. Under the CRA, GeneMax is conducting research and development studies to support the preparation of a Nonclinical Pharmacology and Toxicology submission for a Clinical Trial Application (CTA) to Health Canada and/or an Investigational New Drug Application to the U.S. FDA for cancer. In May 2005, GeneMax extended its license for the Transporter of Antigen Processing (TAP) technology for therapeutic vaccines for cancer and prophylactic vaccines for infectious diseases from the University of British Columbia (UBC).

GeneMax has achieved a number of key research and development milestones in both oncology and infectious diseases. Pre-clinical studies in animal cancer models for its proprietary TAP cancer vaccine have been completed and demonstrate efficacy. The expression of TAP allows the immune system to more effectively recognize and kill tumour cells and the most effective viral vectors containing the TAP gene have been selected for progression to human clinical trials. Following animal toxicology studies, the Company plans to submit an Investigational New Drug (or IND) application to the FDA.

GeneMax has also made significant progress in demonstrating the effect of its TAP technology to increase vaccine performance. The Company plans to continue development of this program to produce improved vaccine candidates for infectious agents.

"We are greatly encouraged by our recent R&D progress," said Konstantine Sarafis, President and CEO of GeneMax. "Our recent results, which demonstrate that TAP can be used to enhance immune responses in animal models of cancer and its potential for application to a wide range of infectious diseases, offer enormous prospects for the development of novel products in large markets".

GeneMax`s near term primary operational focus is to manage the lead vaccine candidates for both human cancer and for infectious disease through preclinical and toxicology studies and to advance these products for clinical trials in humans.


For further information:
Contact: Konstantine Sarafis, Phone: [phone] or [phone],
Fax: [phone]

GeneMax Corp. - Suite 400 - 1681 Chestnut Street, Vancouver B.C., Canada,
V6J 4M6

SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD- LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS."




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Source: GeneMax Corp.

[Bombenleger]

Form 10QSB for GENEMAX CORP


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23-May-2005

Quarterly Report



Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations
Overview

We are focused on developing innovative therapeutics to treat serious disorders, primarily for cancer and infectious diseases. Since our inception, we have devoted substantially all of our resources to research and development activities, primarily with early stage research in the field of gene therapy. We are currently conducting preclinical studies using our TAP gene technology in combination with an in-licensed adeno virus, with the aim of completing our preclinical trials and filing an Investigational Drug Application for cancer in approximately 12 months. We are also pursuing vaccine developments for infectious diseases using our TAP gene technology and an in-licensed Modified Vaccinia Ankora virus with the aim of establishing licensing and partnering relationships to generate revenue and advance our in- house projects closer to commercial products.

We are a development stage company and have primarily supported the financial needs of our research and development activities since our inception through public offerings and private placements of our equity securities. We have not received any revenue from the sale of our products in development, and we do not anticipate generating revenue from the sale of products in the foreseeable future. In order to carry out our corporate operational plan and to support the anticipated future needs of our research and development activities, we expect that we will have cash requirements of approximately $6,000,000 over the next twenty-four months, which we expect to obtain through additional equity financings. The funding that we need would, if obtained, be used to support our activities pursuant to the Collaborative Research Agreement with the University of British Columbia, clinical grade production of our lead TAP vaccine product, commencement of human clinical studies, advance the development of our prophylactic vaccine campaign and proceed with potential acquisitions or in-licensing of new technologies or products. In the event that we are able to secure funding through the sale of the company`s securities, it is expected that we will expand the company`s management team to include a Director of Corporate Development and a Director of Regulatory Affairs. It is also anticipated that as we advance our product development in oncology and prophylactic vaccines, we will incrementally increase the number of scientists employed under the Collaborative Research Agreement to approximately six.

If we are able to generate revenues in the next few years, we expect the source of such revenue to consist of payments under collaborative arrangements with third parties, government grants, and license fees. We have incurred losses since our inception and expect to incur losses over the next several years due to our lack of any substantial source of revenue and the continuation of our ongoing and planned research and development efforts, including preclinical studies and clinical trials. There can be no assurance that we will successfully acquire, develop, commercialize, manufacture, or market our product candidates or ever achieve or sustain product revenues or profitability.

We conduct our research and development at the University of British Columbia under the Collaborative Research Agreement, and contract out clinical grade production of our TAP based vaccines. In addition, we in-license our adeno and MVA vectors, and receive technical assistance from our licensing partners.

In August 2004, the Collaborative Research Agreement expired and could not be continued because the company lacked the financial resources. However, the University did not terminate the research activities and research and development continued at the University of British Columbia through December 2004 on the understanding that the expenses incurred would be paid once the company received further financing or would be incorporated into the terms of a new agreement. As of March 31, 2005, outstanding debt of GeneMax to the University incurred pursuant to this arrangement was approximately CAN$803,953.

The parties to the Collaborative Research Agreement have agreed to the principal terms of a renegotiated agreement which will provide for an estimated annual budget of CAN$295,000 (in quarterly installments of CAN$73,750) to allow for funding for one Ph.D. scientist and two support technicians. In addition, the University will continue to provide GeneMax with access to university laboratories and equipment at the University.

We have a Production Services Agreement with Molecular Medicine for the production of a chemical grade of our TAP adeno based vaccine for pre-clinical toxicology analysis. However, in August 2004, we ceased production of our clinical grade vaccine due to technical difficulties. Crucell is currently in the process of solving technical issues associated with production yields of the vaccine. Despite the technical difficulties we anticipate a clinical grade TAP based vaccine to be produced utilizing the adeno vector from Crucell or our in-house adeno virus vector to allow the company to meet its milestones for completing toxicology analysis by the end of the first quarter of fiscal 2006. We anticipate commencing clinical grade production of our oncology vaccine in July 2005.

The company was in breach of its contractual obligations with Moleclar Medicine in respect of payments due for Phase I of the project. The parties have agreed that advance payments that had been made for subsequent phases could be allocated to


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the Phase I deficiency so that all payments that were due under the PSA have now been paid in full and the company has a credit of approximately $78,000 with Molecular Medicine to be applied towards future vaccine production.

We have a License Agreement with Crucell (Netherlands) for the use of the adeno virus and PER C6 cell line for the packaging of the TAP gene technology, propagation of the virus, to amplify the number of virus particles with the gene and to conduct studies in animals and clinical trials in humans. We will continue to license the adeno virus PER C6 technology from Crucell for the production of our oncology vaccine.

As of the date of this report, $120,967 was owing to Crucell. Pursuant to the Research License and Option Agreement, if a party defaults in the performance of or fails to be in compliance with any material condition of this agreement, the Research License and Option Agreement may be terminated if the default or noncompliance is not remedied or steps initiated to remedy 3 months after receipt in writing to the defaulting party. As of the date of this Annual Report, neither party has given notice of default to the other.

We also have a License Agreement with the National Institute of Health (USA) for the use of the Modified Vaccinia Ankora (MVA) virus for the development of vaccines. We will continue to license this technology for the development of prophylactic vaccines against infectious diseases.

Plan of Operation and Funding

Over the next 12 months the Company will focus its efforts to complete development and clinical grade production of its AdhTAP vaccine for oncology and develop its candidate vaccine for infectious disease: the Company`s 12 month operational focus is to manage the lead vaccine candidates for both human cancer and for infectious disease through preclinical and toxicology studies and to advance these products for clinical trials in humans. The Company`s current cash position will allow it to operate to August of 2005. Management believes that an estimated $1,300,000 will be required over the next twelve months and a further $5,000,000 is required over the next two years for expenses associated with the balance of pre-clinical development and completion of Phase I clinical trials for the TAP Cancer Vaccine and for various operating expenses. The Company plans to increase its research and development activities through outsourcing and collaborations with contract research organizations, industry partners and academic institutions. Over the next 12 months, the Company does not plan to invest in the purchase of equipment and other associated infrastructural costs.

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. Management believes that the company`s future viability is 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, we may not be able to conduct our proposed business operations successfully, which could significantly and materially restrict or delay the company`s overall business operations.

Application of Critical Accounting Policies

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

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

Off-Balance Sheet Arrangements

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

Recent Accounting Pronouncements


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In December 2004, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 123R, Share-Based Payment, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key provision of this statement is the requirement of a public entity to measure the cost of employee services received in exchange for an award of equity instruments (including stock options) based on the grant date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting period). This standard becomes effective for the company for its first annual or interim period ended on or after December 15, 2005. The company will adopt SFAS 123R no later than the beginning of the company`s fourth quarter ending December 31, 2005. Management is currently evaluating the potential impact that the adoption of SFAS 123R will have on the company`s financial position and results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions ("SFAS 153") SFAS 153 requires that exchanges of non-monetary assets are to be measured based on fair value and eliminates the exception for exchanges of non-monetary, similar productive assets, and adds an exemption for non-monetary exchanges that do not have commercial substance. SFAS 153 will be effective for fiscal periods beginning after June 15, 2005. Management does not believe that the adoption of this standard will have a material impact on the company`s financial position or results of operations.

Risk Factors

An investment in GeneMax entails certain risks that should be carefully considered. In addition, these risk factors could cause actual results to differ materially from those expected include the following:

We have a history of operating losses.

We continue to incur losses and are likely to require additional financing. We have incurred operating losses and negative cash flow from operations for most of our history. Losses incurred since our inception have aggregated $12,459,710 and there can be no assurance that we will be able to generate positive cash flows to fund our operations in the future or to pursue our


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strategic objectives. We believe that we will have sufficient cash to satisfy our needs until approximately the end of July 2006. If we are not able to operate profitably and generate positive cash flows, we will undoubtedly need to raise additional capital, most likely via the sale of equity securities, to fund our operations. If we do in fact need additional financing to meet our requirements, there can be no assurance that we will be able to obtain such financing on terms satisfactory to us, if at all. Alternatively, any additional equity financing may be dilutive to existing stockholders, and debt financing, if available, may include restrictive covenants. If adequate funds are not available, we might be required to limit our research and development activities or our selling, marketing and administrative activities any of which could have a material adverse effect on the future of the business.

Further, we do not have any products that generate revenue and expect our operating losses to increase significantly as we commence clinical trials. We do not expect to earn significant revenue for several years, and may never do so. Continued operating losses and the failure to satisfy our financial obligations will have a material adverse effect upon the future of our business.

The independent auditor`s report accompanying our December 31, 2004 consolidated financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

The December 31, 2004 consolidated financial statements were prepared "assuming that the company will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our ability to continue as a going concern is dependent on raising additional capital to fund ongoing research and development and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually positive cash flow from operations to address all of our cash flow needs. If we were not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders would be materially and adversely affected.

We depend upon collaborative relationships and third parties for product development and commercialization, and are in breach of many of the agreements with these parties.

We have historically entered into research and development agreements with collaborative partners. Pursuant to these agreements, our collaborative partners provide us with the intellectual property and options for the license of the intellectual property necessary to develop and commercialize our product candidates. We will continue to rely on future collaborative partners for the development of products and technologies. There can be no assurance that we will be able to negotiate such collaborative arrangements on acceptable terms, if at all, or that current or future collaborative arrangements will be successful. To the extent that we are not able to establish such arrangements, we could be forced to undertake such activities at our own expense. The amount and timing of resources that any of these partners devotes to these activities will generally be based on progress by us in our product development efforts. Some of our collaborative arrangements may be terminated by the partner upon prior notice without cause and there can be no assurance that any of these partners will perform its contractual obligations or that it will not terminate its agreement.

The Collaborative Research Agreement with the University of British Columbia expired on August 31, 2004. The parties to the Collaborative Research Agreement have agreed on the principle terms of a renegotiated agreement which will provide for an estimated annual budget of CAN$295,000 (in quarterly installments of CAN$73,750) to allow for funding for one Ph.D. scientist and two support technicians. In addition, the University will continue to provide GeneMax with access to university laboratories and equipment at the University. As at the date of this filing, approximately CAN$468,954 is due to University of British Columbia. To the date of this filing, the University has continued the research activities associated with the Collaborative Research Agreement, however, they are not obliged to continue to do so.

To December 31, 2004, we have had made payments total payment of $115,490 to Crucell Holland B.V. pursuant to the terms of the Research License and Option Agreement. However, a further $60,864 (€ 50,000) was due and payable on February 7, 2004 and a further $60,103 (€ 50,000) was due and payable on August 7, 2004, leaving $120,967 owing as of December 31, 2004 under the terms of the agreement. To date, the company had not these amounts. Pursuant to the Research License and Option Agreement, if a party defaults in the performance of or fails to be in compliance with any material condition of this agreement, the Research License and Option Agreement may be terminated if the default or noncompliance is not remedied or steps initiated to remedy within three months after receipt in writing to the defaulting party. GeneMax has not received notice of default from Crucell Holland.

The company was in breach of its contractual obligations with Moleclar Medicine in respect of payments due under the PSA for Phase I. The parties have agreed that advance payments that had been made for subsequent phases could be allocated to the Phase I deficiency so that all payments that were due under the PSA have now been paid in full and we have a $78,000 surplus which can be applied towards subsequent phases of the project.


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Pursuant to the Biological Materials Transfer Agreement with the National Institute of Allergy and Infectious Diseases, payments of $2,876 are now overdue, although the Public Health Service (PHS) has not issued a notice of default. PHS may terminate this Agreement if the company is in default in the performance of any material obligation under this Agreement, and if the default has not been remedied within ninety days after the date of written notice by PHS of such default.

Preclinical testing and future clinical trials may take longer than anticipated, and we may be unable to complete them at all.

While management believes that the Phase I human clinical trials of the TAP Cancer Vaccine in oncology will commence during the second or third quarter of fiscal year 2006 there can be no assurances that they will occur on this time frame, if at all. We may not commence or complete the pivotal clinical trials of the TAP Cancer Vaccine or commence or complete clinical trials involving any other product candidates or may not conduct them successfully. Further, our development costs will increase if we experience any future delays in the preclinical trials or clinical trials for the TAP Cancer Vaccine or other potential products or if we are required to perform additional or larger clinical trials than currently planned. Any substantial delay of or the failure to complete the clinical trials would have a material adverse effect upon our business.

If testing of a particular product candidate does not yield successful results, then we will be unable to commercialize that product. We must demonstrate the safety and efficacy of the TAP Cancer Vaccine and its other potential products in humans through extensive preclinical and clinical testing. We may experience numerous unforeseen events during, or as a result of, the testing process that could delay or prevent commercialization of our product candidates. Further, clinical testing is very expensive, the process takes many years, and the outcome is uncertain. Unsuccessful results from preclinical and clinical testing will have a material adverse effect on our business.

Our products and activities are subject to regulation by various governments and government agencies.

The testing of our products is subject to regulation by numerous governmental authorities, principally the FDA and certain foreign regulatory agencies. Pursuant to the Federal Food, Drug, and Cosmetic Act, and the regulations promulgated there under, the FDA regulates the preclinical and clinical testing, development, and commercialization of our potential products. Noncompliance with applicable requirements can result in, among other consequences, fines, injunctions, civil penalties, recall or seizure of products, repair, replacement or refund of the cost of products, total or partial suspension of production, failure of the government to grant pre-market clearance or pre-market approval for devices, withdrawal of marketing clearances or approvals, and criminal prosecution.

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

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

Competition in the biotechnology and pharmaceutical industry is, and is expected to remain, significant, and we may never obtain market acceptance of our product candidates.

Competition in the cancer therapeutics and infectious disease vaccine fields is intense and is accentuated by the rapid pace of technological development. Our competitors are domestic and international biotechnology and pharmaceutical companies. Many of these companies have financial, technical, marketing, sales, manufacturing, distribution and other resources significantly greater than ours. In addition, many of these companies have name recognition, established positions in the market and long standing relationships with customers and distributors. Moreover, the industry has recently experienced a period of consolidation, during which many of the large domestic and international pharmaceutical companies have been acquiring mid-sized diagnostics companies, further increasing the concentration of resources. Our future success will depend on our ability to effectively


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develop and market our product candidates against those of our competitors. If our product candidates receive marketing approval, but cannot compete effectively in the marketplace, our business and financial position would suffer greatly. There can be no assurance that technologies will not be introduced that could be directly competitive with or superior to our technologies.

Market acceptance of the TAP Cancer Vaccine and our other product candidates is uncertain. Even if the TAP Cancer Vaccine and other potential products are approved and sold, physicians may not ultimately use them or may use them only in applications more restricted than we expect. Physicians will only prescribe a product if they determine, based on experience, clinical data, side effect profiles and other factors, that it is beneficial and preferable to other products and treatments then in use. Many other factors influence the adoption of new products, including marketing and distribution restrictions, course of treatment, adverse publicity, product pricing, the views of thought leaders in the medical community, and reimbursement by third-party payers. Failure to obtain market acceptance of our product candidates will have a material adverse effect upon our business.

We depend on key employees.

Due to the specialized nature of our business, our success will be highly dependent upon our ability to attract and retain qualified scientific and executive personnel. Our success depends to a significant extent upon our key management, including Konstantine Sarafis, our President and Chief Executive Officer, and Dr. Wilfred Jefferies, our Chief Scientific Officer. There can be no assurance that we will be successful in attracting and retaining the personnel we require to develop and market our product candidates and to conduct our operations successfully. Failure to retain Mr. Sarafis or Dr. Jefferies would have a material adverse effect upon our business and our shareholders.

Our success depends, in part, on our ability to obtain patents and license patent rights, to maintain trade secret protection and to operate without infringing on the proprietary rights of others.

Our success depends in part on our ability to obtain and maintain patent protection for the technology underlying our product candidates, both in the United States and in other countries. We cannot assure you that any of our current or future patent applications will result in issued patents, or that any patents issued to us or licensed by us will not be challenged, invalidated or held unenforceable. Further, we cannot guarantee that any patents issued to us will provide us with a significant competitive advantage. If we fail to successfully enforce our proprietary technology or otherwise maintain the proprietary nature of our intellectual property with respect to our significant current and proposed products, it would have a material adverse effect upon our business. We could incur substantial costs in defending the company or our licensees in litigation brought by others who claim that we are infringing on their intellectual property rights. The potential for reduced sales and increased legal expenses would have a negative impact on our cash flow and thus our overall business could be adversely affected.

The testing, manufacturing and marketing of therapeutic medical technology entails an inherent risk of product liability claims.

[Bombenleger]

GeneMax Corp. Announces Receipt of its Primary Vaccine Candidate for Oncology Applications
Tuesday June 28, 9:21 am ET
- Company preparing for final stages of pre-clinical development -


VANCOUVER, June 28 /PRNewswire-FirstCall/ - GeneMax Corp. (OTC Bulletin Board: GMXX - News), a biotechnology company specializing in the development of preventative vaccines and immunotherapeutics for cancer and infectious diseases announced today that it has received its lead vaccine candidate, AdhTAP(OS-1) from its PER.C6® technology licensor and contract manufacturer, Crucell (Leiden, The Netherlands). The proprietary adenovirus construct has been optimized to allow enhanced expression of the Transporter of Antigen Processing (TAP) that, in animal models, has been shown to increase both the killing of tumours by the immune system and animal survival.
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"Receipt of the AdhTAP(OS-1) viral construct is an exciting and important milestone for GeneMax as it positions us to move forward with pre-clinical development of our leading oncology product," said Konstantine Sarafis, President and CEO of GeneMax. "The design, production and quality control of AdhTAP(OS-1) took two years to complete. GeneMax scientists have worked diligently to achieve this milestone and will now rapidly move to conclude testing of the vaccine enhancer in animal models of cancer, ready for manufacturing scale up and preclinical testing in humans. This is a notable accomplishment for GeneMax."

Larger scale production of AdhTAP(OS-1) will be performed using the PER.C6® cell line, licensed to GeneMax by Crucell. This proprietary cell line has been shown to be suitable for growth of the virus. Before filing an Investigational New Drug (IND) submission with the U.S. Food and Drug Administration (FDA), the company will complete toxicology studies and a third oncology model assessing the efficacy of AdhTAP(OS-1).

About AdhTAP(OS-1) Vaccine

TAPs (Transporters Associated with Antigen Processing) are proteins that are required for processing abnormal molecules that are expressed on the surface of cancer cells. These molecules are required for killing of tumours by the cell-mediated immune system. In many of the most widespread and lethal cancers, the TAP pathway is disrupted or turned off, making the tumours invisible to immune recognition. GeneMax has developed and patented technology to increase the expression of human TAPs. To produce the AdhTAP(OS-1) vaccine enhancer, the human TAP gene was cloned into a non-replicating adenovirus that is non-pathogenic to humans. The AdhTAP(OS-1) virus vector is used to deliver the human TAP gene to cells that initiate immune responses to cancer cells, resulting in enhanced immune responses against the tumour cells which now efficiently express the TAP protein on their surface. The power of the AdhTAP(OS-1) is that its use is not restricted to a single tumour type. Unlike most other anti-cancer vaccines, prior knowledge of the target molecules on the tumours is not required, making AdhTAP(OS-1) suitable for a wider variety of human cancers.

About GeneMax Corp.

GeneMax Corp. is an innovative biotechnology company specializing in the development of prophylactic vaccines and immunotherapeutics for the treatment and eradication of cancer and infectious diseases, using TAP (Transporters Associated with Antigen Presentation) to restore and augment antigen presentation and subsequent recognition and killing of target cells by the immune system.

SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD- LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS."




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Source: GeneMax Corp.

[Bombenleger]

GeneMax Corp. announces publication demonstrating the efficacy of a new vector system in treatment of models of lung cancer
Tuesday September 6, 9:00 am ET
-- Paper also Highlights Prevalence of TAP Deficiencies in Human Lung Carcinomas --


VANCOUVER, Sept. 6 /PRNewswire-FirstCall/ - GeneMax Corp. (OTC Bulletin Board: GMXX - News), a biotechnology company specializing in the development of immunotherapeutics for cancer and vaccines for infectious diseases, announced today that a scientific paper co-authored by the Company`s Chief Scientific Officer, Dr. Wilfred Jefferies, and his research collaborators from the University of British Columbia and another international institution, has been published in Cancer Research (Sept. 1, 2005 vol. 65 no.17, pages, 7926-7933), the journal of the American Association for Cancer Research. The paper http://cancerres.aacrjournals.org/cgi/content/abstract/65/17… entitled "Restoration of the Expression of Transporters Associated with Antigen Processing in Lung Carcinoma Increases Tumor-Specific Immune Responses and Survival", describes the use of AdhTAP1, an adenovirus containing TAP1 cDNA, to increase the immune response and survival in animal models of lung cancer.
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"We have demonstrated that the down-regulation of TAP1 occurs in a wide variety of human lung cancers, and that the corresponding defect in the antigen processing pathway can be reversed using an adenovirus containing TAP1 cDNA," said Dr. Wilfred A. Jefferies. "In an animal model with a lung carcinoma lacking TAP1, the antigen processing was enhanced, leading to tumour specific immune responses and greatly increased animal survival. These data provide critical proof of concept of the type of vectoral systems we plan to take into the clinic."

The investigators assessed human lung cancer biopsy samples (nine small cell and 10 non-small cell carcinomas) for expression of components of the antigen processing pathway (APP) and found only one of the 19 samples expressed normal levels of TAP1. The restoration of TAP1 expression was investigated using a non-replicating adenovirus AdhTAP1 and the mouse lung cancer cell line, CMT.64, which is equivalent to aggressive human carcinomas and has a deficient APP. In ex vivo experiments, AdhTAP1 treatment of CMT.64 resulted in restoration of antigen presentation on the surface of the cancer cells. In addition, AdhTAP1 treatment of dendritic cells (DCs), critical components of the cellular immune response, increased the antigen presenting capabilities of the DCs. Ex vivo treatment resulted in 100% survival of animals receiving the AdhTAP1 modified tumours compared to 100% mortality for the placebo groups. Studies were also conducted in mouse models in which CMT.64 cells were injected into the peritoneal cavity, followed by various treatments. When tumors were treated in vivo with AdhTAP1, also delivered into the peritoneal cavity, mice showed an increased median survival to 68 days, compared to 22 and 25 days for two placebo groups, and showed a 35% cure rate (greater than 100 days), compared to 100% mortality within 48 days in the placebo groups.

About TAP

Transporters Associated with Antigen Processing (TAP) are ABC transporters responsible for supplying tumor-associated antigens and viral antigens used in the assembly of MHC class I surface molecules. MHC class I molecules are required for the recognition and destruction of tumor cells and virus infected cells by the cellular arm of the immune system. A wide variety of metastatic cancers evade destruction by the immune system due to absent or insufficient amounts of TAP, making the tumors unrecognizable by the immune system.

About GeneMax Corp.

GeneMax Corp. is a biotechnology company specializing in the development of innovative therapeutics and vaccines in the areas of oncology and infectious disease. The companies` lead product, the AdhTAP(OS-1) vaccine enhancer restores and augments antigen presentation and subsequent recognition and killing of cancer cells by the immune system. The company is currently in pre-clinical development in anticipation of a phase I clinical trial.

Stock Exchange Information: (Symbol: GMXX-(OTCBB)

SAFE HARBOR STATEMENT

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR SIMILAR STATEMENTS ARE FORWARD-LOOKING STATEMENTS. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED TO THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX`S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH OBTAINING GOVERNMENT GRANTS, THE SUCCESS OF PRECLINICAL AND CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS, AND GENEMAX`S ABILITY AND LEVEL OF SUPPORT FOR ITS RESEARCH ACTIVITIES. THERE CAN BE NO ASSURANCE THAT GENEMAX`S DEVELOPMENT EFFORTS WILL SUCCEED, THAT SUCH PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE, OR THAT EVEN IF SUCH REGULATORY CLEARANCE WERE RECEIVED, THAT SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. GENEMAX DISCLAIMS ANY INTENT OR OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS.




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Source: GeneMax Corp.

[Bombenleger]

19-Apr-2006

Annual Report



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

We are focused on developing innovative therapeutics to treat serious disorders, primarily for cancer and infectious diseases. Since our inception we have devoted substantially all of our resources to research and development activities, primarily with early stage research in the field of gene therapy. We are currently conducting preclinical studies using our TAP gene technology in combination with an in-licensed adeno virus, with the aim of completing our preclinical trials and filing an Investigational Drug Application for cancer in 12 months. We are also pursuing vaccine developments for infectious diseases using our TAP gene technology and an in-licensed Modified Vaccinia Ankora virus with the aim of establishing licensing and partnering relationships to generate revenue and advance our in- house projects closer to commercial products.

We are a development stage company and have primarily supported the financial needs of our research and development activities since our inception through public offerings and private placements of our equity securities. We have not received any revenue from the sale of our products in development, and we do not anticipate generating revenue from the sale of products in the foreseeable future. In order to carry out our corporate operational plan and to support the anticipated future needs of our research and development activities, we expect that we will have cash requirements of approximately $5,000,000 over the next 24 months, which we expect to obtain through additional equity financings. The funding that we need would, if obtained, be used to support our activities surrounding our proposed clinical grade production of our lead TAP vaccine product, commencement of human clinical studies, advance the development of our prophylactic vaccine campaign and proceed with potential acquisitions or in-licensing of new technologies or products. In the event that we are able to secure funding through the sale of the company's securities, it is expected that we will expand the company's management team to include a Director of Corporate Development, a Director of Regulatory Affairs, a Director of Research and a Controller. It is also anticipated that as we advance our product development in oncology and prophylactic vaccines, we will incrementally increase the number of scientists employed by the company to approximately six.

If we are able to generate revenues in the next few years, we expect the source of such revenue to consist of payments under collaborative arrangements with third parties, government grants, and license fees. We have incurred losses since our inception and expect to incur losses over the next several years due to our lack of any substantial source of revenue and the continuation of our ongoing and planned research and development efforts, including preclinical studies and clinical trials. There can be no assurance that we will successfully acquire, develop, commercialize, manufacture, or market our product candidates or ever achieve or sustain product revenues or profitability.

We had conducted our research and development at UBC under our Collaborative Research Agreement with the same, however, as a consequence of our Option and Settlement Agreement with UBC, we presently plan to conduct our own research and development and continue to contract out clinical grade production of our TAP based vaccines. In addition, we in-license our adeno and MVA vectors and receive technical assistance from our licensing partners.

In August 2004 the Collaborative Research Agreement expired and could not be continued because the company lacked the financial resources. However, UBC did not terminate the research activities and research and development continued at UBC through December 2004 on the understanding that the expenses incurred would be paid once the company received further financing or would be incorporated into the terms of a new agreement. As of December 31, 2004, outstanding debt of GeneMax to UBC incurred pursuant to this arrangement was approximately $803,953.



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In December 2005, we signed a letter of intent with UBC whereby all existing financial claims by UBC would be satisfied in consideration of UBC providing GeneMax with an option to acquire outright all of UBC's right title and interest in the technologies licensed to Genemax. The letter of intent was followed by the completion of a definitive agreement on January 24, 2006.
Under the terms of the agreement we are obligated to pay UBC $478,532 (CDN$ 556,533) as follows:

a. $42,992 (CDN$ 50,000) (Paid); and

b. $257,954 (CDN$ 300,000) by March 31, 2006 (Subsequently paid); and

c. $177,586 (CDN$ 206,533) on or before December 31, 2006; with the understanding that, should the we complete an aggregate private and/or public financing of $1,719,690 (CDN$ 2,000,000) before December 31, 2006, this payment shall become immediately due and payable to UBC.

Under the terms of the agreement, we are also obligated to pay any other costs or expenses which may be due and owing by GeneMax to UBC under the license agreements and the CRA as at the effective date which, in the aggregate, shall not exceed $8,598 (CDN$ 10,000).

Under the terms of the agreement, we also assumed responsibility for the management, maintenance and protection of all patents and patent applications filed in connection with the technology.

In accordance with the terms of agreement, if the option to purchase is terminated then we shall have no right, entitlement or interest, in and to any of the technology, and the payment(s) theretofore made to UBC shall be non-refundable. In addition, and to the extent that any portion of the UBC financial claims under the settlement have not otherwise been contributed to through any purchase price payment(s) having been made, upon any such termination we shall continue to be obligated to UBC for the balance of any such then unsatisfied UBC financial claims with interest then accruing thereon at the rate 10% per annum and compounded semi-annually while any portion of the UBC financial claims remain outstanding.

We have a Production Services Agreement with Molecular Medicine for the production of a chemical grade of our TAP adeno based vaccine for pre-clinical toxicology analysis. However, in August of 2004 we ceased production of our clinical grade vaccine due to technical difficulties related to the yields of vaccine. Crucell is currently in the process of solving technical issues associated with production yields of the vaccine. Despite the technical difficulties we anticipate a clinical grade TAP based vaccine to be produced utilizing the adeno vector from Crucell or our in-house adeno virus vector to allow the company to meet its milestones for completing toxicology analysis by the end of 2006. We anticipate commencing chemical grade production of our oncology vaccine in 2007.

The company was in breach of its contractual obligations with Moleclar Medicine in respect of payments due for Phase I of the project. The parties have agreed that advance payments that had been made for subsequent phases could be allocated to the Phase I deficiency so that all payments that were due under the PSA have now been paid in full and the company has a credit of approximately $78,000 with Molecular Medicine to be applied towards future vaccine production.

Pursuant to the Research License and Option Agreement Crucell granted GeneMax a non-exclusive, worldwide license for Crucell's adenovirus technology and an option for a non-exclusive, worldwide commercial license to manufacture, use, offer for sale, sell and import products using the licensed technology in the therapy of human subjects by administering a modified and proprietary adeno virus vector (used to package GeneMax's TAP gene technology and deliver it to the target cancer cell in the patient) including, but not limited to, therapeutic gene sequence(s). The Research License and Option Agreement provided for bi-annual license maintenance fees of Euros 50,000, exclusive of applicable taxes, during the first two years of the agreement, and an annual license maintenance fees of Euros 75,000, exclusive of applicable taxes, starting on the third anniversary until the expiration of the agreement on August 7, 2008. Total obligations under this agreement are Euros 450,000.



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To December 31, 2003, the company had made payments required totaling $115,490 (€ 100,000) to Crucell pursuant to the terms of the Research License and Option Agreement. Pursuant to the terms of the Research License and Option Agreement, a further $120,697 (€ 100,000) was incurred (not paid) during 2004 and an additional $126,355 (€ 100,000) was incurred during 2005 leaving a total of $236,880 (€ 200,000) owing as at December 31, 2005. As of the date of this Annual Report the company had not paid this amount. Pursuant to the Research License and Option Agreement, if a party defaults in the performance of or fails to be in compliance with any material condition of this agreement, the Research License and Option Agreement may be terminated if the default or noncompliance is not remedied or steps initiated to remedy three months after receipt in writing to the defaulting party. Effective June 6, 2005, Crucell gave the company notice of default whereby the company had three months to remedy the default. On November 16, 2005, Crucell provided notice of Termination by Default due to the company's failure to remedy the default within the required three month period. The company is currently negotiating a reinstatement of the Research and License Option Agreement with Crucell which is expects to complete within the next month.
We also have a License Agreement with the National Institute of Health (USA) for the use of the Modified Vaccinia Ankora (MVA) virus for the development of vaccines. We will continue to license this technology for the development of prophylactic vaccines against infectious diseases. Under the terms of this agreement we are required to pay a royalty of $2500 per year which we have not paid for the past two years. However, we have not received a notice of default in this regard to date.

Plan of Operation and Funding

Management believes that an estimated $5,000,000 is required over the next two years for expenses associated with the balance of pre-clinical development and completion of Phase I clinical trials for the TAP Cancer Vaccine and for various operating expenses.

The company has not generated any cash flow to fund its operations and activities due primarily to the nature of lengthy product development cycles that are normal to the biotech industry. Therefore, the company must raise additional funds in the future to continue operations. The company intends to finance its operating expenses with further issuances of common stock. The company believes that anticipated future private placements of equity capital and debt financing, if successful, may be adequate to fund the company's operations over the next twenty -four months. Thereafter, the company expects it will need to raise additional capital to meet long-term operating requirements. 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, we may not be able to conduct our proposed business operations successfully, which could significantly and materially restrict or delay the company's overall business operations.


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

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

For Fiscal Year Ended December 31, 2005 Compared with Fiscal Year Ended December 31, 2004

Net revenues during the fiscal years ended December 31, 2005 and 2004 were $0. The lack of revenues during the fiscal years ended December 31, 2005 and 2004 resulted from the emphasis on the research and development of the TAP technologies. Interest income of $3,959 was recorded during the years ended December 31, 2005 (2004-Nil).



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Consulting fees were $36,023 during the fiscal year ended December 31, 2005 compared to $1,440 during the fiscal year ended December 31, 2004, an increase of $34,583. The increase was due to a greater reliance on outside consultants in lieu of contracted management during the year.
No consulting fees were paid for by the granting of stock options in the fiscal year ended December 31, 2005, as compared to $73,500 during the fiscal year ended December 31, 2004.

Depreciation expense during the fiscal year ended December 31, 2005 was $30,708 compared to $37,449 incurred during the fiscal year ended December 31, 2004.

License fees were $182,422 during the fiscal year ended December 31, 2005 compared to $121,557 during the fiscal year ended December 31, 2004.

Management fees were $134,544 during the fiscal year ended December 31, 2005 compared to $262,506 during the fiscal year ended December 31, 2004, a decrease of $127,692 or 49% due to, generally, lower levels of activity in 2005.

The office and general expenses incurred during the fiscal year ended December 31, 2005 were $73,761 compared to $258,951 during the fiscal year ended December 31, 2004, a decrease of $185,190 or 72%. The decrease was a reflection of the overall lower level of corporate activity in 2005.

Professional fees primarily for legal work were $283,774 during the fiscal year ended December 31, 2005 compared to $520,734 during the fiscal year ended December 31, 2004, a decrease of $236,960 or 46%. This decrease was also the result of a generally lower level of corporate activity in 2005.

Research and development during the fiscal year ended December 31, 2005 were $248,359 compared to $1,039,052 during the fiscal year ended December 31, 2004 due to lower levels of research during the year.

Transfer agent fees during the fiscal year ended December 31, 2005 were $15,852, compared to $219,488 during the fiscal year ended December 31, 2004. In 2004 we incurred an extraordinary transfer agent expense of $200,000 as part of a negotiated settlement with our former transfer agent.

Travel expenses during the fiscal year ended December 31, 2005 were $9,847 compared to $55,504 during the fiscal year ended December 31, 2004, a decrease of $45,657 or 82%. The decrease was due to less travel by management.

As a result of the above, during the fiscal year ended December 31, 2005, the company recorded operating expenses of $989,558 compared to $2,683,105, a decrease of $1,693,547 or 63% from the fiscal year ended December 31, 2004.

Of the $989,558 incurred as operating expenses, the company incurred an aggregate of $223,301 in fees payable to certain directors and/or private companies controlled by those directors of the company and other related parties pursuant to consulting, management and research and development agreements.

As a result of the above, the company's net losses during the fiscal year ended December 31, 2005 were $985,599 or $0.03 per share as compared to a net loss of $2,683,105 or $0.13 per share during the fiscal year ended December 31, 2004, a decrease of $1,697,506 or 63%. The decrease in net loss is attributable primarily to the reduction in research and development expense of $790,693 and the reduction in professional fees of $236,960. In addition, office and general expenses decreased $185,190.

The fair value of the modified convertible promissory notes at issuance was estimated to be $435,000 based on an estimated fair value interest rate on debt with comparable risk profiles of 20%. As a result, the fair value of



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the equity component of this instrument (comprised of the common stock purchase warrants and the debt conversion feature) was estimated to be $46,750. 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 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 amended term of the notes of $65,000 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 December 31, 2005 a further interest expense of $47,667 has been accrued resulting in a carrying value of the notes of $482,667.
Liquidity and Capital Resources

As December 31, 2005, the company had $56,244 in cash. Generally, the company has financed operations to date through the proceeds of the private placement of equity securities. The company received $1,213,598 during the fiscal year ended December 31, 2005 from financing activities.

The company completed a $494,500 convertible debenture financing on March 24, 2006. Subscriptions from this financing totaling $60,000 were received prior to December 31, 2005. Subsequent to March 24, 2006, the Company received an additional $50,500 of subscriptions on a second tranche of convertible debenture financing to be completed later in 2006.

During 2005 the company completed a private placement financing of 9,068,301 units, at a price of $0.15 per unit, for gross proceeds of $1,360,245, pursuant to Regulation S promulgated under the Securities Act. Each unit is comprised of one common share and one-half of one non-transferable common share purchase warrant. Each such whole common share purchase warrant entitled the holder to acquire an additional common share of the company for a period of two years at a price of $0.15 before the earlier of four months from the issue date of the warrant and the date the company completed an additional financing of not less than $2,000,000, $0.30 for the balance of the first year and thereafter at $0.50. Finders' fees comprised of 8% cash and 5% finder's fee warrants were paid to certain registered broker dealers in respect of certain of the placees. The company paid a total of $97,620 in cash finder's fees, $100,561 in legal fees and other issue costs and issued a total of 406,748 finder's fee warrants. The total fair value of the unit warrants and finder's warrants was estimated to be $116,206 and was recorded as a separate component of stockholders' equity.

During the quarter ended June 30, 2004 the company issued unsecured convertible promissory notes in the principal amount of $500,000. The notes provided for an interest rate of 8% per annum and were due 12 months from the date of issue. The unpaid amount of principal and interest was convertible 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 250,000 shares (in respect of the $300,000 note) and 166,667 shares (in respect of the $200,000 note). The warrants were exercisable at a price of $0.66 per share for a period of two years. The company also granted to Duncan Capital, which entity arranged for the financing, 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 two years and 41,667 shares of the company's common stock at a price of $0.66 per share for a period of two years. This offering was sold to a limited number of accredited investors pursuant to section 4(2) of the Securities Act.

In 2005 the terms of the convertible notes were amended to extend the maturity to April 28, 2006, reduce the conversion price from $0.60 to $0.30 and to reduce the warrant exercise price from $0.66 to $0.30 for the period to December 31, 2005 and to $0.50 for the remainder of the original warrant term. In addition, the term of the warrants will be extended for a period of greater than the original two years dependent on the company achieving certain listing conditions as per the amending agreement.

In February 2004 the company closed a private placement offering of 857,143 units, at a subscription price of $0.70 per unit, with each unit comprised of one share of common stock and one share purchase warrant. The offering was conducted outside of the United States to non-U.S. Persons in accordance with the registration exemption provided by Regulation S promulgated under the Securities Act. Each such warrant entitles the holder to purchase one share of common stock at an exercise price of $0.70 within two years of the date of issuance. Gross



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proceeds of the offering were $600,000. The offering provides the investors with piggy-back registration rights relating to any follow on financing conducted that requires registration of the subject financing shares. The offering was exempt from registration pursuant to Regulation S promulgated under the Securities Act.
Net cash used in operating activities during the fiscal year ended December 31, 2005 was $1,164,695. The company had no revenues during the fiscal 2005. Expenditures were primarily the result of payments for professional fees and our research and development activities.

At December 31, 2005, GeneMax had 3,125,000 stock options and 6,696,368 share purchase warrants outstanding. The outstanding stock options have a weighted average exercise price of $0.56 per share. The outstanding warrants have a weighted average exercise price of $0.88 per share. Accordingly, as at December 31, 2005, the outstanding options and warrants represented a total of 9,821,368 shares issuable for a maximum of approximately $7,642,804 if these options and warrants were exercised in full. The exercise of these options and warrants is completely at the discretion of the holders. There is no assurance that any of these options or warrants will be exercised.

As of December 31, 2005, we anticipate that we will need significant financing to enable us to meet our anticipated expenditures for the next 24 months, which is anticipated to be $5,000,000 assuming a single Phase 1 clinical trial.

The company's financial statements have been prepared assuming that it will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the company be unable to continue in operation. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and pay our liabilities arising from our business operations when they come due. We will be unable to continue as a going concern if we are unable to obtain sufficient financing.

Off-Balance Sheet Arrangements

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

Recent Accounting Pronouncements

In December 2004, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 123R, Share-Based Payment, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key provision of this statement is the requirement of a public entity to measure the cost of employee services received in exchange for an award of equity instruments (including stock options) based on the grant date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting period). This standard becomes effective for the company for its first annual or interim period ended on or after December 15, 2005. The company will adopt SFAS 123R no later than the beginning of the company's fourth quarter ending December 31, 2005. Management is currently evaluating the potential impact that the adoption of SFAS 123R will have on the company's financial position and results of operations.

In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment", to give guidance on the implementation of SFAS No. 123R. The Company will consider SAB No. 107 during the implementation of SFAS No. 123R.

In May 2005, the FASB issued SFAS No. 154, "Accounting for Changes and Error Corrections - A Replacement of APB Opinion No. 20 and the FASB Statement No. 3". Under the provisions of SFAS No. 154, a voluntary change in accounting principle requires retrospective application to prior period financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. A change in depreciation, amortization, or depletion method for long-lived, non-financial assets must be accounted for as a change in accounting estimate affected by a change in accounting principle. The guidance contained in APB No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting



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estimate was not changed. The Company will implement this new standard beginning January 1, 2006. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations.
In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, Accounting for Conditional Asset Retirement Obligations. Under the provisions of FIN No. 47, the term conditional asset retirement obligation as used in SFAS No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity while the obligation to perform the asset retirement activity is unconditional. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The fair value of a liability for the conditional asset retirement obligation is required to be recognized when incurred--generally upon acquisition, construction, or development and/or through the normal operation of the asset. The Company has adopted FIN No. 47 as of December 31, 2005. Adoption of this pronouncement did not have a significant effect on the 2005 financial statements, and management does not expect this pronouncement to have a significant effect on the Company's future reported financial position or earnings.

[Bombenleger]

1-May-2006

Annual Report



ITEM 6 Management's Discussion And Analysis Or Plan Of Operation
Overview

We are focused on developing innovative therapeutics to treat serious disorders, primarily for cancer and infectious diseases. Since our inception we have devoted substantially all of our resources to research and development activities, primarily with early stage research in the field of gene therapy. We are currently conducting preclinical studies using our TAP gene technology in combination with an in-licensed adeno virus, with the aim of completing our preclinical trials and filing an Investigational Drug Application for cancer in 12 months. We are also pursuing vaccine developments for infectious diseases using our TAP gene technology and an in-licensed Modified Vaccinia Ankora virus with the aim of establishing licensing and partnering relationships to generate revenue and advance our in- house projects closer to commercial products.

We are a development stage company and have primarily supported the financial needs of our research and development activities since our inception through public offerings and private placements of our equity securities. We have not received any revenue from the sale of our products in development, and we do not anticipate generating revenue from the sale of products in the foreseeable future. In order to carry out our corporate operational plan and to support the anticipated future needs of our research and development activities, we expect that we will have cash requirements of approximately $5,000,000 over the next 24 months, which we expect to obtain through additional equity financings. The funding that we need would, if obtained, be used to support our activities surrounding our proposed clinical grade production of our lead TAP vaccine product, commencement of human clinical studies, advance the development of our prophylactic vaccine campaign and proceed with potential acquisitions or in-licensing of new technologies or products. In the event that we are able to secure funding through the sale of the company's securities, it is expected that we will expand the company's management team to include a Director of Corporate Development, a Director of Regulatory Affairs, a Director of Research and a Controller. It is also anticipated that as we advance our product development in oncology and prophylactic vaccines, we will incrementally increase the number of scientists employed by the company to approximately six.

If we are able to generate revenues in the next few years, we expect the source of such revenue to consist of payments under collaborative arrangements with third parties, government grants, and license fees. We have incurred losses since our inception and expect to incur losses over the next several years due to our lack of any substantial source of revenue and the continuation of our ongoing and planned research and development efforts, including preclinical studies and clinical trials. There can be no assurance that we will successfully acquire, develop, commercialize, manufacture, or market our product candidates or ever achieve or sustain product revenues or profitability.

We had conducted our research and development at UBC under our Collaborative Research Agreement with the same, however, as a consequence of our Option and Settlement Agreement with UBC, we presently plan to conduct our own research and development and continue to contract out clinical grade production of our TAP based vaccines. In addition, we in-license our adeno and MVA vectors and receive technical assistance from our licensing partners.

In August 2004 the Collaborative Research Agreement expired and could not be continued because the company lacked the financial resources. However, UBC did not terminate the research activities and research and development continued at UBC through December 2004 on the understanding that the expenses incurred would be paid once the company received further financing or would be incorporated into the terms of a new agreement. As of December 31, 2004, outstanding debt of GeneMax to UBC incurred pursuant to this arrangement was approximately $803,953.

In December 2005, we signed a letter of intent with UBC whereby all existing financial claims by UBC would be satisfied in consideration of UBC providing GeneMax with an option to acquire outright all of UBC's right title and interest in the technologies licensed to Genemax. The letter of intent was followed by the completion of a definitive agreement on January 24, 2006.



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Under the terms of the agreement we are obligated to pay UBC $478,532 (CDN$ 556,533) as follows:

a. $42,992 (CDN$ 50,000) (Paid); and

b. $257,954 (CDN$ 300,000) by March 31, 2006 (Subsequently paid); and

c. $177,586 (CDN$ 206,533) on or before December 31, 2006; with the understanding that, should the we complete an aggregate private and/or public financing of $1,719,690 (CDN$ 2,000,000) before December 31, 2006, this payment shall become immediately due and payable to UBC.

Under the terms of the agreement, we are also obligated to pay any other costs or expenses which may be due and owing by GeneMax to UBC under the license agreements and the CRA as at the effective date which, in the aggregate, shall not exceed $8,598 (CDN$ 10,000).

Under the terms of the agreement, we also assumed responsibility for the management, maintenance and protection of all patents and patent applications filed in connection with the technology.

In accordance with the terms of agreement, if the option to purchase is terminated then we shall have no right, entitlement or interest, in and to any of the technology, and the payment(s) theretofore made to UBC shall be non-refundable. In addition, and to the extent that any portion of the UBC financial claims under the settlement have not otherwise been contributed to through any purchase price payment(s) having been made, upon any such termination we shall continue to be obligated to UBC for the balance of any such then unsatisfied UBC financial claims with interest then accruing thereon at the rate 10% per annum and compounded semi-annually while any portion of the UBC financial claims remain outstanding.

We have a Production Services Agreement with Molecular Medicine for the production of a chemical grade of our TAP adeno based vaccine for pre-clinical toxicology analysis. However, in August of 2004 we ceased production of our clinical grade vaccine due to technical difficulties related to the yields of vaccine. Crucell is currently in the process of solving technical issues associated with production yields of the vaccine. Despite the technical difficulties we anticipate a clinical grade TAP based vaccine to be produced utilizing the adeno vector from Crucell or our in-house adeno virus vector to allow the company to meet its milestones for completing toxicology analysis by the end of 2006. We anticipate commencing chemical grade production of our oncology vaccine in 2007.

The company was in breach of its contractual obligations with Moleclar Medicine in respect of payments due for Phase I of the project. The parties have agreed that advance payments that had been made for subsequent phases could be allocated to the Phase I deficiency so that all payments that were due under the PSA have now been paid in full and the company has a credit of approximately $78,000 with Molecular Medicine to be applied towards future vaccine production.

Pursuant to the Research License and Option Agreement Crucell granted GeneMax a non-exclusive, worldwide license for Crucell's adenovirus technology and an option for a non-exclusive, worldwide commercial license to manufacture, use, offer for sale, sell and import products using the licensed technology in the therapy of human subjects by administering a modified and proprietary adeno virus vector (used to package GeneMax's TAP gene technology and deliver it to the target cancer cell in the patient) including, but not limited to, therapeutic gene sequence(s). The Research License and Option Agreement provided for bi-annual license maintenance fees of Euros 50,000, exclusive of applicable taxes, during the first two years of the agreement, and an annual license maintenance fees of Euros 75,000, exclusive of applicable taxes, starting on the third anniversary until the expiration of the agreement on August 7, 2008. Total obligations under this agreement are Euros 450,000.

To December 31, 2003, the company had made payments required totaling $115,490 (€100,000) to Crucell pursuant to the terms of the Research License and Option Agreement. Pursuant to the terms of the Research License and Option Agreement, a further $120,697 (€100,000) was incurred (not paid) during 2004 and an additional $126,355 (€100,000) was incurred during 2005 leaving a total of $236,880 (€200,000) owing as at December 31, 2005. As of the date of this Annual Report the company had not paid this amount. Pursuant to the Research License and Option Agreement, if a party defaults in the performance of or fails to be in compliance with any material condition of this agreement, the Research License and Option Agreement may be terminated if the default or noncompliance is not remedied or steps initiated to remedy three months after receipt in writing to the defaulting party. Effective June 6,



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2005, Crucell gave the company notice of default whereby the company had three months to remedy the default. On November 16, 2005, Crucell provided notice of Termination by Default due to the company's failure to remedy the default within the required three month period. The company is currently negotiating a reinstatement of the Research and License Option Agreement with Crucell which is expects to complete within the next month.

We also have a License Agreement with the National Institute of Health (USA) for the use of the Modified Vaccinia Ankora (MVA) virus for the development of vaccines. We will continue to license this technology for the development of prophylactic vaccines against infectious diseases. Under the terms of this agreement we are required to pay a royalty of $2500 per year which we have not paid for the past two years. However, we have not received a notice of default in this regard to date.

Plan of Operation and Funding

Management believes that an estimated $5,000,000 is required over the next two years for expenses associated with the balance of pre-clinical development and completion of Phase I clinical trials for the TAP Cancer Vaccine and for various operating expenses.

The company has not generated any cash flow to fund its operations and activities due primarily to the nature of lengthy product development cycles that are normal to the biotech industry. Therefore, the company must raise additional funds in the future to continue operations. The company intends to finance its operating expenses with further issuances of common stock. The company believes that anticipated future private placements of equity capital and debt financing, if successful, may be adequate to fund the company's operations over the next 24 months. Thereafter, the company expects it will need to raise additional capital to meet long-term operating requirements. 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, we may not be able to conduct our proposed business operations successfully, which could significantly and materially restrict or delay the company's overall business operations.


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

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

For Fiscal Year Ended December 31, 2005 Compared with Fiscal Year Ended December 31, 2004

Net revenues during the fiscal years ended December 31, 2005 and 2004 were $0. The lack of revenues during the fiscal years ended December 31, 2005 and 2004 resulted from the emphasis on the research and development of the TAP technologies. Interest income of $3,959 was recorded during the year ended December 31, 2005 (2004-Nil).

Consulting fees were $36,023 during the fiscal year ended December 31, 2005 compared to $1,440 during the fiscal year ended December 31, 2004, an increase of $34,583. The increase was due to a greater reliance on outside consultants in lieu of contracted management during the year.

No consulting fees were paid for by the granting of stock options in the fiscal year ended December 31, 2005, as compared to $73,500 during the fiscal year ended December 31, 2004.



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Depreciation expense during the fiscal year ended December 31, 2005 was $30,708 compared to $37,449 incurred during the fiscal year ended December 31, 2004.

License fees were $182,422 during the fiscal year ended December 31, 2005 compared to $121,557 during the fiscal year ended December 31, 2004.

Management fees were $134,544 during the fiscal year ended December 31, 2005 compared to $262,506 during the fiscal year ended December 31, 2004, a decrease of $127,692 or 49% due to, generally, lower levels of activity in 2005.

The office and general expenses incurred during the fiscal year ended December 31, 2005 were $73,761 compared to $258,951 during the fiscal year ended December 31, 2004, a decrease of $185,190 or 72%. The decrease was a reflection of the overall lower level of corporate activity in 2005.

Professional fees primarily for legal work were $283,774 during the fiscal year ended December 31, 2005 compared to $520,734 during the fiscal year ended December 31, 2004, a decrease of $236,960 or 46%. This decrease was also the result of a generally lower level of corporate activity in 2005.

Research and development during the fiscal year ended December 31, 2005 were $248,359 compared to $1,039,052 during the fiscal year ended December 31, 2004 due to lower levels of research during the year.

Transfer agent fees during the fiscal year ended December 31, 2005 were $15,852, compared to $219,488 during the fiscal year ended December 31, 2004. In 2004 we incurred an extraordinary transfer agent expense of $200,000 as part of a negotiated settlement with our former transfer agent.

Travel expenses during the fiscal year ended December 31, 2005 were $9,847 compared to $55,504 during the fiscal year ended December 31, 2004, a decrease of $45,657 or 82%. The decrease was due to less travel by management.

As a result of the above, during the fiscal year ended December 31, 2005, the company recorded operating expenses of $989,558 compared to $2,683,105, a decrease of $1,693,547 or 63% from the fiscal year ended December 31, 2004.

Of the $989,558 incurred as operating expenses, the company incurred an aggregate of $223,301 in fees payable to certain directors and/or private companies controlled by those directors of the company and other related parties pursuant to consulting, management and research and development agreements.

As a result of the above, the company's net losses during the fiscal year ended December 31, 2005 were $985,599 or $0.03 per share as compared to a net loss of $2,683,105 or $0.13 per share during the fiscal year ended December 31, 2004, a decrease of $1,697,506 or 63%. The decrease in net loss is attributable primarily to the reduction in research and development expense of $790,693 and the reduction in professional fees of $236,960. In addition, office and general expenses decreased $185,190.

The fair value of the modified convertible promissory notes at issuance was estimated to be $435,000 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 $46,750. 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 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 amended term of the notes of $65,000 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 December 31, 2005 a further interest expense of $47,667 has been accrued resulting in a carrying value of the notes of $482,667.



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Liquidity and Capital Resources

As December 31, 2005, the company had $56,244 in cash. Generally, the company has financed operations to date through the proceeds of the private placement of equity securities. The company received $1,213,598 during the fiscal year ended December 31, 2005 from financing activities.

The company completed a $494,500 convertible debenture financing on March 24, 2006. Subscriptions from this financing totaling $60,000 were received prior to December 31, 2005. Subsequent to March 24, 2006, the Company received an additional $50,500 of subscriptions on a second tranche of convertible debenture financing to be completed later in 2006.

During 2005 the company completed a private placement financing of 9,068,301 units, at a price of $0.15 per unit, for gross proceeds of $1,360,245, pursuant to Regulation S promulgated under the Securities Act. Each unit is comprised of one common share and one-half of one non-transferable common share purchase warrant. Each such whole common share purchase warrant entitled the holder to acquire an additional common share of the company for a period of two years at a price of $0.15 before the earlier of four months from the issue date of the warrant and the date the company completed an additional financing of not less than $2,000,000, $0.30 for the balance of the first year and thereafter at $0.50. Finders' fees comprised of 8% cash and 5% finder's fee warrants were paid to certain registered broker dealers in respect of certain of the placees. The company paid a total of $97,620 in cash finder's fees, $100,561 in legal fees and other issue costs and issued a total of 406,748 finder's fee warrants. The total fair value of the unit warrants and finder's warrants was estimated to be $116,206 and was recorded as a separate component of stockholders' equity.

During the quarter ended June 30, 2004 the company issued unsecured convertible promissory notes in the principal amount of $500,000. The notes provided for an interest rate of 8% per annum and were due 12 months from the date of issue. The unpaid amount of principal and interest was convertible 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 250,000 shares (in respect of the $300,000 note) and 166,667 shares (in respect of the $200,000 note). The warrants were exercisable at a price of $0.66 per share for a period of two years. The company also granted to Duncan Capital, which entity arranged for the financing, 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 two years and 41,667 shares of the company's common stock at a price of $0.66 per share for a period of two years. This offering was sold to a limited number of accredited investors pursuant to section 4(2) of the Securities Act.

In 2005 the terms of the convertible notes were amended to extend the maturity to April 28, 2006, reduce the conversion price from $0.60 to $0.30 and to reduce the warrant exercise price from $0.66 to $0.30 for the period to December 31, 2005 and to $0.50 for the remainder of the original warrant term. In addition, the term of the warrants will be extended for a period of greater than the original two years dependent on the company achieving certain listing conditions as per the amending agreement.

In February 2004 the company closed a private placement offering of 857,143 units, at a subscription price of $0.70 per unit, with each unit comprised of one share of common stock and one share purchase warrant. The offering was conducted outside of the United States to non-U.S. Persons in accordance with the registration exemption provided by Regulation S promulgated under the Securities Act. Each such warrant entitles the holder to purchase one share of common stock at an exercise price of $0.70 within two years of the date of issuance. Gross proceeds of the offering were $600,000. The offering provides the investors with piggy-back registration rights relating to any follow on financing conducted that requires registration of the subject financing shares. The offering was exempt from registration pursuant to Regulation S promulgated under the Securities Act.

Net cash used in operating activities during the fiscal year ended December 31, 2005 was $1,164,695. The company had no revenues during the fiscal 2005. Expenditures were primarily the result of payments for professional fees and our research and development activities.



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At December 31, 2005, GeneMax had 3,125,000 stock options and 6,696,368 share purchase warrants outstanding. The outstanding stock options have a weighted average exercise price of $0.56 per share. The outstanding warrants have a weighted average exercise price of $0.88 per share. Accordingly, as at December 31, 2005, the outstanding options and warrants represented a total of 9,821,368 shares issuable for a maximum of approximately $7,642,804 if these options and warrants were exercised in full. The exercise of these options and warrants is completely at the discretion of the holders. There is no assurance that any of these options or warrants will be exercised.
As of December 31, 2005, we anticipate that we will need significant financing to enable us to meet our anticipated expenditures for the next 24 months, which is anticipated to be $5,000,000 assuming a single Phase 1 clinical trial.

The company's financial statements have been prepared assuming that it will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the company be unable to continue in operation. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and pay our liabilities arising from our business operations when they come due. We will be unable to continue as a going concern if we are unable to obtain sufficient financing.

Off-Balance Sheet Arrangements

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

Recent Accounting Pronouncements

In December 2004, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 123R, Share-Based Payment, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key provision of this statement is the requirement of a public entity to measure the cost of employee services received in exchange for an award of equity instruments (including stock options) based on the grant date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting period). This standard becomes effective for the company for its first annual or interim period ended on or after December 15, 2005. The company will adopt SFAS 123R no later than the beginning of the company's fourth quarter ending December 31, 2005. Management is currently evaluating the potential impact that the adoption of SFAS 123R will have on the company's financial position and results of operations.

In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment", to give guidance on the implementation of SFAS No. 123R. The Company will consider SAB No. 107 during the implementation of SFAS No. 123R.

In May 2005, the FASB issued SFAS No. 154, "Accounting for Changes and Error Corrections - A Replacement of APB Opinion No. 20 and the FASB Statement No. 3". Under the provisions of SFAS No. 154, a voluntary change in accounting principle requires retrospective application to prior period financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. A change in depreciation, amortization, or depletion method for long-lived, non-financial assets must be accounted for as a change in accounting estimate affected by a change in accounting principle. The guidance contained in APB No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate was not changed. The Company will implement this new standard beginning January 1, 2006. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations.

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, Accounting for Conditional Asset Retirement Obligations. Under the provisions of FIN No. 47, the term conditional asset retirement obligation as used in SFAS No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity while the obligation to perform the asset retirement activity is unconditional.



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Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The fair value of a liability for the conditional asset retirement obligation is required to be recognized when incurred--generally upon acquisition, construction, or development and/or through the normal operation of the asset. The Company has adopted FIN No. 47 as of December 31, 2005. Adoption of this pronouncement did not have a significant effect on the 2005 financial statements, and management does not expect this pronouncement to have a significant effect on the Company's future reported financial position or earnings.
Risk Factors

An investment in GeneMax entails numerous risks and uncertainties, including those listed below, that should be carefully considered. . . .

[Teerwerk]

Gibt's die Firma noch? Oder sind wir schon pleite und die Kohle ist futsch???

[Teerwerk]

Warum gibts hier so gewaltige Kursschwankungen?? Weiß irgendjemand genaueres??

[Teerwerk]

Könnte doch noch weiter nach oben gehen, wenn nach langer Zeit mal neue News auf den Markt kommen.

[DrAljechin]

Der eine kauft Solarworld in 2003 ,der andere Genemax in 2003,wer hat wohl besser performed ? Hatte diese Schrottaktie selber kurz gehalten in 2003,da hiess es auch schon "IND Within 12 months",soweit ich weiss heisst es das heute immer noch ...
Ich werde weiter beobachten und wenn sich ein IND irgendwann mal abzeichnet,steige ich ein.Sollten die wirklich ein IND zustande kriegen,hol ich mir 1 Mio. Aktien für 10 cent das Stück oder billiger !

MFG

Dr.A

[Delaminator]

Antwort auf Beitrag Nr.: 21.935.033 von DrAljechin am 03.06.06 16:18:17

Du hast ja hier den selben Ton drauf, wie bei Aurora! Verschwind in die Küche zurück!

[Teerwerk]

Existiert diese Firma überhaupt noch??????

[Teerwerk]

[DrBlackburne]

Was ist los Teerwerk,warum bist so sauer ?
Bist du so hoch eingestiegen? Ich würde Genemax noch nicht ganz abschreiben,solange deren Webseite noch läuft (läuft die?),existiert die Firma auch noch ...