EXHIBIT 31.2


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

I, Grant R. Atkins, certify that:

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

2.                Based on my knowledge, this report does not contain any untrue
                  statement of a material  fact or omit to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading with respect to the period covered by this report;

3.                Based on my  knowledge,  the financial  statements,  and other
                  financial  information included in this report, fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the  registrant  as of, and for,
                  the periods presented in this report;

4.                The   registrant's   other   certifying   officer  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  Exchange  Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

a.                designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

b.                evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

c.                disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and


5.                The  registrant's   other   certifying   officer  and  I  have
                  disclosed,  based on our most  recent  evaluation  of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

a.                all significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

b.                any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.


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