U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 17, 2004
GENEMAX CORP.
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
NEVADA
_____________________________________________________
(State or other Jurisdiction as Specified in Charter)
00-27239 88-0277072
________________________ ____________________________________
(Commission file number) (I.R.S. Employer Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
________________________________________
(Address of Principal Executive Offices)
(360) 332-7734
___________________________
(Issuer's telephone number)
ITEMS 1. - 4.
Not Applicable.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On February 13, 2004, the Board of Directors of GeneMax Corp., a Nevada
corporation (the "Company") appointed two additional directors, Dr. Terry
Pearson and Mr. Norman MacKinnon, to the Board of Directors. The Company also
formally established an Audit Committee.
Identification of Directors and Executive Officers
As of the date of this Report, the directors and executive officers of
the Company are as follows:
Name Age Position with the Company
____ ___ _________________________
Ronald L. Handford 51 Director and President/
Chief Executive Officer
Dr. Wilfred Jefferies 45 Director/Chairman of the Board and
Chief Science Officer
Grant R. Atkins 43 Director and Chief Financial Officer,
Secretary, Treasurer
Dr. Karl E. Hellstrom 69 Director
Dr. Terry W. Pearson 58 Director
Norman J.R. MacKinnon 68 Director
BIOGRAPHIES OF DIRECTORS AND OFFICERS
RONALD L. HANDFORD, B.A.Sc M.B.A.. is the President and Chief Executive
Officer and a director of the Company. Mr. Handford has over 30 years of
international experience in business, finance and leading public and private
companies. Mr. Handford is an engineering graduate from the University of
British Columbia with an MBA from the University of Western Ontario. From
1993-1996, he was investment officer at the International Finance Corporation,
the private sector arm of the World Bank, in Washington D.C. Before that he was
a vice president with Barclays Bank in Toronto, responsible for their structured
finance activities in Canada. He is experienced in capital raising, as well as
in building and administering public and private companies.
DR. WILFRED JEFFERIES, D.Phil. (Oxon) is the Chief Scientific Officer,
a director and the Chairman of the board of directors of the Company. Dr.
Jefferies is a Professor of Medical Genetics, Microbiology and Immunology, and a
member of the Biomedical Research Centre and the Biotechnology Laboratory at the
University of British Columbia. Dr. Jefferies received his D.Phil. from Oxford
University and was a post-doctoral research fellow at the Karolinska Institute
in Sweden and the Swiss Cancer Institute in Lausanne. His current research focus
at UBC is iron transport/metabolism and antigen processing. Dr. Jefferies
oversees and directs the scientific development of the Company.
GRANT R. ATKINS is the Chief Financial Officer and Secretary/Treasurer
and a director of the Company. He was formerly President and Secretary of the
Company through the Company's restructuring phases and has served as a director
since March 1, 2001. For the past ten years, Mr. Atkins has provided services as
a financial, administrative and project co-ordination consultant to clients in
government and private industry. He has extensive multi-industry experience in
the fields of finance, administration and business development. Mr. Atkins has a
Commerce degree from the University of British Columbia specializing in Finance.
He has many years experience as both a director and an officer of public
companies. He is also currently the president/chief executive officer and a
director of Lexington Resources, Inc., a public company engaged in the business
of oil and gas exploration.
DR. KARL E. HELLSTROM is a director of the Corporation. Dr. Karl
Hellstrom received his M.D. and Ph.D. degrees from the Karolinska Institute in
Stockholm, Sweden, initially working in the area of tumor biology with an
emphasis on immunogenetics. Subsequently, Dr. Hellstrom became a professor in
pathology and an adjunct professor in microbiology/immunology at the University
of Washington Medical School. During 1975, Dr. Hellstrom moved to the newly
established Fred Hutchinson Cancer Research Center in Seattle, Washington, as a
director of its Tumour Immunology Program. In 1983, he joined the biotechnology
company Oncogen which, in 1990, was integrated into the Pharmaceutical Research
Institute of Bristol-Myers Squibb Company. Dr. Hellstrom then became vice
president of Oncology Discovery and, since 1995, of Immunotherapeutics. During
1997, Dr. Hellstrom moved from Bristol-Myers Squibb to Pacific Northwest
Research Institute, where he is currently leading a group in Tumour Immunology
as a principal investigator.
DR. TERRY W. PEARSON is a director of the Company. Dr. Pearson is
professor of Biochemistry and Microbiology at the University of Victoria. He
received his BSc and PhD degrees in microbiology and immunology from the
University of British Columbia at Vancouver. After postdoctoral work at the
Medical Research Council Laboratory for Molecular Biology in Cambridge, England,
Dr. Pearson worked as staff scientist in its cell biology section. He also
served as staff scientist at the International Laboratory for Research on Animal
Diseases in Nairobi, Kenya. His current research focuses on the biochemical and
immunological analysis of tropical protozoan parasites, primarily the
trypanosome, the causative agent of African sleeping sickness. 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 has spent more than six years living and traveling in Africa, and
continues to do collaborative research with laboratories in Europe, the USA and
Africa aimed at stopping sleeping sickness, a disease that has altered the
history of the African continent. At Cambridge, Dr. Pearson was involved with
the early stages in the discovery of monoclonal antibodies and takes a
particular interest in alternate methods for their derivation, production and
use in immunodiagnostics and in vaccine development.
NORMAN J.R. MACKINNON is 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 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, serving on the board of the Borstal Association of British
Columbia, of which he was made a life member, serving on the board of the
Greater Vancouver Crime Stoppers for 7 years and was director for a term on the
United Community Services Board.
Audit Committee
In order to facilitate the various functions of the Board of Directors,
the Board has created an Audit Committee. As of the date of this Report, the
Company's Audit Committee consists of three members. The Audit Committee is
composed of Mr. MacKinnon, Dr. Hellstrom and Dr. Pearson. The Board of Directors
has determined that each of Mr. MacKinnon, Dr. Hellstrom and Dr. Pearson meet
the current independence requirements and applicable rules and regulations of
the Securities and Exchange Commission.
The role and other responsibilities of the Audit Committee will be set
forth in the charter of the Audit Committee, to be formally adopted by the Board
of Directors within the next two weeks. It is contemplated by the Board of
Directors that the Audit Committee will review and reassess the adequacy of its
charter annually and will recommend any proposed changes to the Board of
Directors for approval. As of the date of this Report, the purposes of the Audit
Committee are:
o To oversee the quality and integrity of the financial statements and
other financial information the Company provides to any governmental
body or the public;
o To oversee the independent accountants' qualifications and indepen-
dence;
o To oversee the performance of the Company's internal accounting
procedures;
o To oversee the performance of the Company's independent accountants;
o To oversee the Company's accounting and financial reporting processes
and the audits of the Company's financial statements;
o To oversee the Company's systems of internal controls regarding
finance, accounting, and ethics compliance that management and the
Board of Directors have established;
o To establish procedures for the receipt, retention and treatment of
complaints regarding accounting, internal controls, and other
auditing matters and for the confidential, anonymous submission by
Company officers/employees of concerns regarding questionable
accounting or auditing matters;
o To provide an open avenue of communication among the independent
accountants, financial and executive management, and the Board of
Directors, always emphasizing that the independent accountants are
accountable to the Audit Committee; and
o To perform such other duties as are directed by the Board of
Directors.
ITEMS 6. - 9.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Not Applicable.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
GENEMAX CORP.
Date: February 17, 2004 By: /s/
__________________________________________
Ronald L. Handford
President and
Chief Executive Officer