Sec Form 5 Filing - HANDFORD RONALD L @ GENEMAX CORP - 2003-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HANDFORD RONALD L 2. Issuer Name and Ticker or Trading Symbol GENEMAX CORP [ GMXX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President/CEO (Last) (First) (Middle) 1681 CHESTNUT ST, STE 401 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) VANCOUVER BC CANADA, A19999999999 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock $0.001 par value 12/31/2003 A V 0 A $ 0 0 I See Footnote ( 1 ) Common Stock $0.001 par value 12/31/2003 A V 0 D $ 0 908,000 I Not applicable

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrent $ 0.75 12/31/2003 A V 0 07/15/2002 12/01/2005 Common Stock 0 $ 0 8,000 D Stock Options $ 0.5 12/16/2003 12/16/2003 A V 200,000 12/16/2003 12/16/2011 Common Stock 200,000 $ 0 ( 2 ) 200,000 D Stock Options $ 1 12/31/2003 A V 0 09/30/2002 10/01/2005 Common Stock 0 $ 0 350,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HANDFORD RONALD L 1681 CHESTNUT ST STE 401 VANCOUVER BC CANADA, A19999999999 X X President/CEO Signatures /s/ RONALD L. HANDFORD 02/06/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the 908,000 shares of common stock reported as beneficially owned by Ronald L. Handford: (i) 100,000 shares are held of record by Handford Management Inc., over which Ronald L. Handford has sole voting and disposition rights; and (ii) 808,000 shares are held of record by Ronald L. Handford. ( 2 )Granted in accordance with the terms and provisions of the Stock Option Plan dated December 16, 2003, in consideration of services and duties performed.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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