UNITED STATES 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 (Date of earliest event reported): AUGUST 30, 2004 _______________ GENEMAX CORP. _____________ (Exact name of registrant as specified in charter) NEVADA 0-27239 88-0277072 ________________________________________________________________________________ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1681 CHESTNUT STREET, SUITE 400, VANCOUVER, BRITISH COLUMBIA, CANADA V6J 4M6 ____________________________________________________________________________ (Address of principal executive offices) Registrant's telephone number, including area code: (604) 331-0400 ______________ NOT APPLICABLE. _______________ (Former name or former address, if changed since last report.) Check the appropriate box below of the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))ITEM 5.02 APPOINTMENT OF NEW OFFICER Effective August 30, 2004, GeneMax Corp. (the "Corporation") appointed Konstantine Sarafis the Chief Operating Officer of the Corporation. Mr. Sarafis has experience in building, operating and mentoring biotechnology companies. Since 2002, Mr. Sarafis has been a full-time consultant to emerging biotechnology companies and academic institutions wishing to commercialize new technologies. Prior to his work as a consultant, Mr. Sarafis was the Chief Executive Officer, President and cofounder of Interomex Biopharmaceuticals Inc., where he was involved in arranging venture capital financing and operating all aspects of the business. Prior to entering the biotechnology sector, Mr. Sarafis was a researcher at the University of British Columbia ("UBC") in the Division of Medical Microbiology. Mr. Sarafis has experience in managing intellectual property, licensing, finance, and marketing. Mr. Sarafis studied genetics at The University of British Columbia and biology at the University of Guelph in their undergraduate programs. The Corporation also entered into a Consulting and Non-Competition Agreement with Mr. Sarafis, pursuant to which Mr. Sarafis will earn a daily fee of $1000 (Canadian). Further, Mr. Sarafis was granted options to purchase 100,000 shares of the Corporation's common stock at an exercise price of $0.50 per share. A copy of the press release announcing Mr. Sarafis' appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 EXHIBITS DESIGNATION DESCRIPTION ___________ ___________ 99.1 Press Release dated August 30, 2004
SIGNATURES Pursuant to 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: September 1, 2004 By: /s/ RONALD HANDFORD _________________________________ Ronald Handford, Chief Executive Officer
EXHIBIT 99.1 GENEMAX CORP. APPOINTS KONSTANTINE SARAFIS AS CHIEF OPERATING OFFICER VANCOUVER, Canada, August 30th, 2004/ Canada NewsWire / -- GeneMax Corp. (OTC Bulletin Board: GMXX; Frankfurt: GX1) GeneMax announced today that Konstantine Sarafis has been appointed as its Chief Operating Officer (COO), effective as of August 30th, 2004. Mr. Sarafis will be responsible for the development, coordination and execution of the company's operations, as well as developing opportunities for industry partnerships, marketing and financing. Ronald L. Handford, President & CEO of GeneMax, stated, "Mr. Sarafis' extensive experience in the biotech sector will provide outstanding guidance for implementing our operational plan. This will support the achievement of the company's clinical and strategic development objectives. We expect Mr. Sarafis' appointment will accelerate the advancement to clinical trials of our lead product, the TAP-1 (Transporters Associated with Antigen Processing) cancer vaccine, and will help us develop a pipeline of related immunotherapy products through our assay technologies and strategic industry partnerships." Mr. Sarafis said, "The technologies that GeneMax has under license are exciting and innovative. These new therapeutics harness the power of the immune system to fight cancer and other disease. I am looking forward to implementing and executing GeneMax's strategic plan." Mr. Sarafis is an experienced executive with a 13 year history of building, operating and mentoring biotechnology companies. He founded two biotechnology companies, the most recent being, Interomex Biopharmaceuticals Inc. where he was involved in arranging venture capital financing and running all aspects of business operations from 1998 through 2002. More recently Mr. Sarafis has been a full-time consultant to emerging biotechnology companies and academic institutions wishing to commercialize new technologies. Prior to entering the biotechnology sector, Mr. Sarafis was a researcher at UBC in the division of Medical Microbiology. Mr. Sarafis has extensive experience in managing intellectual property, licensing, finance, as well as marketing and he is well versed in corporate governance issues. ABOUT GENEMAX CORP.: GeneMax Corp. is a biotechnology company specializing in the discovery and development of immunotherapeutics for the treatment and eradication of cancer, therapies for infectious diseases and autoimmune disorders and prevention of transplant tissue rejection. The Company is in production of its TAP cancer vaccine in preparation for a Phase I/IIa clinical trial, expected to begin in mid-2005. The proof of principle for the TAP-1 vaccine was established in mice bearing metastatic small cell lung cancer tumors. This study was published in Nature Biotechnology (Vol. 18, pp 515-520, May 2000). In recent developments, research conducted at McMaster University in Hamilton, Ontario and The University of British Columbia showed that GeneMax's TAP-1 vaccine technology was able to produce an effective immune response against melanoma, a form of skin cancer, in mouse models of the disease, as published in Journal of Immunology (reference 1;172(9):5200-5205, May 1, 2004).For further information: ________________________________________________________________________________ CONTACT: KENDRA PAYNE ________________________________________________________________________________ Phone: Toll Free (866) 872-0077 or (604) 714-1225 Fax: (604) 331-0877 GeneMax Corp. - Suite 400 - 1681 Chestnut Street, Vancouver B.C. Canada V6J 4M6 Stock Exchange Information: (Symbol: OTCBB - GMXX, Symbol FWB - GX1, WKN: 645096, ISN: US36870Q1031) ________________________________________________________________________________ SAFE HARBOR STATEMENT THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS ARE MADE UNDER THE "SAFE HARBOR" PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for the historical information presented herein, matters discussed in this press release contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements that are preceded by, followed by, or that include such words as "estimate," "anticipate," "believe," "plan" or "expect" or similar statements are forward-looking statements. RISKS AND UNCERTAINTIES FOR GENEMAX CORP. INCLUDE BUT ARE NOT LIMITED THE RISKS ASSOCIATED WITH PRODUCT DISCOVERY AND DEVELOPMENT AS WELL AS THE RISKS SHOWN IN GENEMAX'S MOST RECENT ANNUAL REPORT ON FORM 10-KSB AND ON FORM 10-QSB AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING GENEMAX. OTHER RISKS INCLUDE risks associated with obtaining government grants, the success of preclinical and clinical trials, the progress of research and product development programs, the regulatory approval process, competitive products, future capital requirements, and GENEMAX'S ability and level of support for ITS research ACTIVITIES. There can be no assurance that GENEMAX'S development efforts will succeed, that such products will receive required regulatory clearance, or that even if such regulatory clearance were received, that such products would ultimately achieve commercial success. GENEMAX disclaims any intent or obligations to update these forward-looking statements."