SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
GENEMAX CORP.
(Name of Issuer)
Common Stock -- par value $0.001
(Title of Class of Securities)
36870Q103
(CUSIP Number)
Diane D. Dalmy, Esq.
8965 W. Cornell Place
Lakewood, Colorado 80227
303.985.9324
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 2002
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d- 7(b)for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 36870Q103 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON: Ronald L. Handford
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS Share Exchange Agreement
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 650,000 Shares of Common Stock, of which
WITH 325,000 shares of Common Stock are held of
record by each of two corporations,
respectively, over which he has sole
dispositive power.
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000 Shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.78%
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14 TYPE OF REPORTING PERSON IND
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
Ronald L. Handford, an individual ("Handford") as the reporting person
hereunder, relative to the acquisition by Handford of certain shares of common
stock issued by GeneMax Corp., formerly known as Eduverse.Com. Handford has not
made any previous filings on Schedule 13D relating to this acquisition or
issuer.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the voting common stock, $0.001 par value, of
GeneMax Corp., formerly known as Eduverse.com ("GeneMax"). GeneMax maintains its
principal executive offices at 435 Martin Street, Suite 2000, Blaine, Washington
98230.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Ronald L. Handford, an individual and a
citizen of Canada, Latitude 32 Holdings Ltd. ("Latitude 32"), a corporation
organized under the laws of the Bahamas, and Aberdeen Holdings Limited
("Aberdeen"), a corporation organized under the laws of Belize. The business
address of Handford is 3432 West 13th Avenue, Vancouver, British Columbia,
Canada V5Y 1W1. The business address of Latitude 32 is Mareva House, 4 George
Street, Nassau, Bahamas. The business address of Aberdeen is 16 Market Square,
Belize City, Belize.
Pursuant to General Instruction C of Schedule 13D, Handford, Latitude 32
and Aberdeen (the "Instruction C Persons") and the information specified in
items (a) through (f) of Item 2 with respect to such Instruction C Persons, are
as follows:
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Name Position with Business Address
GeneMax Corp.
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Ronald L. Handford Director and 3432 W. 13th Avenue
President/Chief Vancouver, British Columbia
Executive Officer Canada V5Y 1W1
Latitude 32 Holdings Ltd. Shareholder Mareva House
4 George Street
Nassau, Bahamas
Aberdeen Holdings Limited Shareholder 16 Market Street
Belize City, Belize
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Pursuant to a contractual relationship, Handford has the sole right to
control the disposition of the GeneMax securities acquired.
During the last five (5) years, no Instruction C Person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction or become subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the execution of a share exchange agreement among Eduverse.com, GeneMax
Pharmaceuticals Inc., the shareholders of GeneMax Pharmaceuticals Inc. and
Investor Communications International, Inc. dated May 9, 2002 to be effective
July 15, 2002 (the "Share Exchange Agreement"), 325,000 shares of restricted
common stock of Eduverse.com were issued to Latitude 32 and 325,000 shares of
restricted common stock were issued to Aberdeen, over which Handford has sole
dispositive rights. The consideration for the securities of Eduverse.com was was
the exchange of shares of common stock in GeneMax Pharmaceuticals Inc. held by
Handford for the shares of common stock of Eduverse.com.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of engaging
in a private placement of the shares of common stock of GeneMax as follows:
(a) On May 9, 2002, to be effective July 15, 2002, Eduverse.com (now known
as GeneMax Corp.), the shareholders of GeneMax Pharmaceuticals (the "GeneMax
Shareholders"), GeneMax Pharmaceuticals Inc., a Delaware corporation and
Investor Communications International, Inc., a Washington corporation ("ICI")
entered into a share exchange agreement (the "Share Exchange Agreement").
On May 9, 2002, the Board of Directors approved and authorized execution of
the Share Exchange Agreement. The Board of Directors further authorized and
directed the filing with the Securities and Exchange Commission and subsequent
distribution to ten or less shareholders of Eduverse.com who held of record as
of May 27, 2002 at least a majority of the issued and outstanding shares of
Common Stock, an Information Statement pursuant to Section 14(c) of the
Securities Exchange Act of 1934, as amended, for approval of certain corporate
actions.
On July 15, 2002, a Written Consent of Shareholders was executed pursuant
to which the shareholders of Eduverse.com (i) approved the Share Exchange
Agreement, related conversion of loan to equity interest by Eduverse.com in
GeneMax Pharmaceuticals Inc., and resulting change in control of Eduverse.com;
(ii) approved an amendment to the Articles of Incorporation to effectuate a
change in the corporate name to "GeneMax Corp."; (iii) approved a 2002 stock
option plan for key personnel; (iv) approved an amendment to the bylaws to
change the number of directors to consist of one (1) to fifteen (15); (v)
elected three persons to serve as directors of GeneMax until the next annual
meeting of the shareholders or until their successor has been elected and
qualified; and (vi) ratified the election of LaBonte & Co. as independent public
accountants for fiscal year ending December 31, 2002.
In accordance with the terms of the Share Exchange Agreement, the sole
business operations of GeneMax Corp. will be in the biotechnology industry.
Pursuant to the terms of the Share Exchange Agreement, the name "Eduverse.com"
was changed to "GeneMax Corp." and, effective July 15, 2002, trading symbol
under the OTC Bulletin Board for its shares of Common Stock has been changed to
"GMXX".
(b) Pursuant to the terms of the Share Exchange Agreement, GeneMax is in
the process of acquiring from the GeneMax Shareholders up to one hundred percent
(100%) of the issued and outstanding shares of common stock of GeneMax
Pharmaceuticals. The terms of the Share Exchange Agreement require the Company
to issue shares of its restricted common stock as follows: (i) up to 6,744,964
shares of restricted Common Stock to the GeneMax Shareholders in proportion to
their respective holdings in GeneMax Pharmaceuticals; (ii) up to 4,487,001
shares of restricted Common Stock to Canadian shareholders of GeneMax
Pharmaceuticals pursuant to the terms of a Takeover Bid Circular dated July 8,
2002; (iii) up to 188,154 shares of restricted Common Stock to certain creditors
of GeneMax Pharmaceuticals pursuant to the terms of certain debt settlement
agreements; and (iv) 200,000 shares of restricted Common Stock to a third party
as a finders' fee pursuant to the terms of the Share Exchange Agreement.
(c) As of July 15, 2002, GeneMax issued to Latitude 32 and Aberdeen 325,000
shares of restricted common stock, respectively, over which Handford has sole
and exclusive disposition rights. Handford acknowledged that the securities to
be issued have not been registered under the 1933 Securities Act and that he
understood the economic risk of an investment in the securities.
Pursuant to the instructions for items (a) through (j) of Item 4, Handford,
Latitude 32 and Aberdeen have plans as follows:
(a) As set forth in Item 3 of this Schedule, Latitude 32 and Aberdeen have
Acquired 325,000 shares of restricted common stock of GeneMax,
respectively, over which Handford has sole and exclusive disposition
rights. Handford may consider the acquisition of additional securities
of GeneMax pursuant to a Directors' Circular issued by the board of
directors of GeneMax Pharmaceuticals Inc. in connection with the offer
dated July 8, 2002 by GeneMax to purchase 4,487,001 of the issued and
outstanding shares of common stock (collectively, the "GeneMax
Pharmaceutical Shares") of GeneMax Pharmaceuticals Inc. on the basis
of one share of common stock of GeneMax for each one GeneMax
Pharmaceutical Share upon the terms and subject to the conditions set
forth in the Offering Circular of GeneMax dated July 8, 2002.
(b) Handford, Latitude 32 and Aberdeen do not have any present plans or
proposals to cause a merger or effect a liquidation or reorganization
of GeneMax or to enter into extraordinary corporate transactions.
(c) Handford, Latitude 32 and Aberdeen do not have any present plans or
proposals to cause a sale or transfer of a material amount of assets
of GeneMax.
(d) Handford, Latitude 32 and Aberdeen do not have any present plans or
proposals to cause a change in the present board of directors, as
elected to such positions effective July 18, 2002, or in the
management of GeneMax, including any plans or proposals to change the
number or terms of directors or to fill any existing vacancies on the
board.
(e) Handford, Latitude 32 and Aberdeen do not have any present plans or
proposals to cause a material change in the capitalization of GeneMax.
(f) Handford, Latitude 32 and Aberdeen do not have any present plans or
proposals to make any other material change to the business or
corporate structure of GeneMax.
(g) Handford, Latitude 32 and Aberdeen do not have any present plans or
proposals to change GeneMax's charter, bylaws or instruments
corresponding thereto or to take other actions that impede the
acquisition of control of GeneMax by any person.
(h) Handford, Latitude 32 and Aberdeen do not have any present plans or
proposals to cause GeneMax's common stock from not being quoted on the
OTC Bulletin Board.
(i) Handford, Latitude 32 and Aberdeen do not have any present plans or
proposals relating to a class of securities of GeneMax becoming
eligible for termination of registration pursuant to Section 12 (g)(4)
of the Securities Exchange Act of 1934.
(j) Handford, Latitude 32 and Aberdeen do not have any present plans or
proposals to take any action similar to any of those enumerated in (a)
through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on July 23, 2002, Handford beneficially
owned of record 650,000 shares (or approximately 6.78% of the
outstanding shares) of GeneMax's common stock.
(b) Handford does not own any other common or preferred shares of GeneMax
as of the date of this Schedule. Handford has the sole power to direct
the disposition of the 650,000 common shares of GeneMax.
(c) As of July 15, 2002, and within the sixty day period prior thereto, to
the best knowledge and belief of the undersigned, no transactions
involving GeneMax equity securities had been engaged in by Handford.
(d) To the best knowledge and belief of the undersigned, no person other
than Handford has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
With the exception of the Directors' Circular disclosed above, no other
contracts, arrangements, understandings or relationships between Handford exist
with respect to securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 7, 2002 /s/ Ronald L. Handford
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Ronald L. Handford
Date: August 7, 2002 Latitude 32 Holdings Ltd.
By: /s/ Kevin Winter
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Kevin Winter, President
Date: August 7, 2002 Aberdeen Holdings Limited
By: /s/ Michael Heslop
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Michael Heslop, President