<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>4
<FILENAME>ex32-1.txt
<DESCRIPTION>CERTIFICATION OF CEO AND CFO
<TEXT>

                                                                    EXHIBIT 32.1

           CERTIFICATIONS PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
                         RULE 13A-14(B) OR 15D-14(B) AND
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection  with the annual report of GeneMax Corp.  (the "Company")
on Form 10-QSB for the  quarter  ended  September  30,  2004,  as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Ronald L.
Handford,  Chief Executive Officer and Edward Farrauto,  Chief Financial Officer
of the Company,  each certifies for the purpose of complying with Rule 13a-14(b)
or Rule  15d-14(b) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:

1.  the Report fully complies with the requirements of Section 13(a) or 15(d) of
    the Exchange Act; and
2.  the  information  contained in the Report fairly  presents,  in all material
    respects, the financial condition and results of operations of the Company.




 Date:  November 19, 2004             /s/RONALD L. HANDFORD
                                      __________________________________________
                                      Ronald L. Handford, President, Chief
                                      Executive Officer

Date:  November 19, 2004              /s/EDWARD FARRAUTO
                                      __________________________________________
                                      Edward Farrauto, Chief Financial Officer


</TEXT>
</DOCUMENT>
