EXHIBIT 99.1


                           CHARTER OF AUDIT COMMITTEE

                          OF THE BOARD OF DIRECTORS OF

                                  GENEMAX CORP.


ORGANIZATION

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

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

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

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


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STATEMENT OF POLICY

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

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

RESPONSIBILITIES AND PROCESSES

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


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

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

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

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

         PLANNING AND REVIEWING AUDITING ACTIVITIES

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


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

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

         REVIEW OF UNAUDITED AND AUDITED FINANCIAL STATEMENTS

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

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


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

         REVIEW OF CONFLICTS OF INTEREST/LITIGATION

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

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

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

         COMPLIANCE  WITH  LAW AND  PROCEDURES  FOR  HANDLING  COMPLAINTS  ABOUT
         ACCOUNTING MATTERS

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

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


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         PERIODIC REPORTS TO THE BOARD OF DIRECTORS

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

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

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

RESPONSIBILITIES OF OTHERS

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

         Dated: February 13, 2004