U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
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(f) of the Investment Company Act of 1940
[ ] Check this box if no longer subject of Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person
Davidson, James D.
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(Last) (First) (Middle)
321 S. St. Asaph St.
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(Street)
Alexandria, Virginia 22314
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
GeneMax Corp. "GMXX"
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Statement for Month/Year
September 23, 2002
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person to Issuer
(Check all applicable)
[ X ] Director [ ] 10% Owner
[ X ] Officer (give title below) [ ] Other (specify below)
Chief Financial Officer/Secretary
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Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
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6.
4. 5. Owner-
Securities Acquired (A) or Amount of ship
3. Disposed of (D) Securities Form: 7.
Transaction (Instr. 3, 4 and 5) Beneficially Direct Nature of
2. Code ------------------------------- Owned at End (D) or Indirect
1. Transaction (Instr. 8) (A) of Month Indirect Beneficial
Title of Security Date ------------ Amount or Price (Instr. 3 (I) Ownership
(Instr. 3) (mm/dd/yy) Code V (D) and 4) (Instr.4) (Instr. 4)
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Common Stock $0.001 par value 7/15/02 J 13,333 A * 9,999.75 1,291,333 D **
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Common Stock $0.001 par value 7/15/02 J 15,000 A * 1,291,333 D **
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Common Stock $0.001 par value 7/15/02 P/K 13,000 A *13,000 1,291,333 D
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Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly
* See attachment A
** See attachment B
FORM 4 (continued)
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Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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9. 10.
Number Owner-
of ship
2. Deriv- of
Conver- 5. 7. ative Deriv- 11.
sion Number of Title and Amount Secur- ative Nature
of Derivative 6. of Underlying 8. ities Secur- of
Exer- 4. Securities Date Securities Price Bene- ity: In-
cise 3. Trans- Acquired (A) Exercisable and (Instr. 3 and 4) of ficially Direct direct
Price Trans- action or Disposed Expiration Date ---------------- Deriv- Owned (D) or Bene-
1. of action Code of(D) (Month/Day/Year) Amount ative at End In- ficial
Title of Deriv- Date (Instr. (Instr. 3, ---------------- or Secur- of direct Owner-
Derivative ative (Month/ 8) 4 and 5) Date Expira- Number ity Month (I) ship
Security Secur- Day/ ------ ------------ Exer- tion of (Instr. (Instr. (Instr. (Instr.
(Instr. 3) ity Year) Code V (A) (D) cisable Date Title Shares 5) * 4) 4) 4)
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Common
Warrant $0.75 07/15/02 J 13,333 07/15/02 05/01/06 Stock 13,333 9,999.75 28,333 D n/a
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Common
Warrant $1.00 07/15/02 J 15,000 07/15/02 12/01/05 Stock 15,000 15,000.00 28,333 D n/a
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Explanation of Responses:
/s/ James D. Davidson September 23, 2002
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**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedures.
ATTACHMENT A TO FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
FOR JAMES D. DAVIDSON
On May 9, 2002, effective July 15, 2002, Eduverse.com, a Nevada corporation
now known as "GeneMax Corp." (the "Company"), GeneMax Pharmaceuticals Inc., a
Delaware corporation ("GeneMax Pharmaceuticals"), the shareholders of GeneMax
Pharmaceuticals (the "GeneMax Shareholders"), and Investor Communications
International, Inc., a Washington corporation ("ICI") entered into a share
exchange agreement (the "Share Exchange Agreement"). In accordance with the
terms of the Share Exchange Agreement and the securities laws of Canada, a
Directors' Circular dated July 15, 2002 (the "Directors' Circular") was
distributed to certain management, insiders and directors of GeneMax
Pharmaceuticals (the "Canadian GeneMax Shareholders"). As of the date of this
Form 4, the Company has consummated and finalized the acquisition of GeneMax
Pharmaceuticals.
Pursuant to the terms of the Share Exchange Agreement and the Directors'
Circular, the Company has acquired from the GeneMax Shareholders up to
approximately one hundred percent (100%) of the issued and outstanding shares of
common stock of GeneMax Pharmaceuticals. In accordance with the terms of the
Share Exchange Agreement, the Directors' Circular and related settlement
agreements, the Company was required to issue shares of its restricted common
stock as follows: (i) approximately 6,411,304 shares of restricted common stock
to the GeneMax Shareholders in proportion to their respective holdings in
GeneMax Pharmaceuticals; (ii) approximately 4,479,001 shares of restricted
common stock to Canadian GeneMax Shareholders pursuant to the terms of the
Directors' Circular; (iii) 181,660 shares of restricted common stock to certain
creditors of GeneMax Pharmaceuticals at $0.75 per share for settlement of an
aggregate debt in the amount of $136,245; (iv) 188,154 shares of restricted
common stock to certain creditors of GeneMax Pharmaceuticals at $1.00 per share
for settlement of an aggregate debt in the amount of $188,154; and (v) 200,000
shares of restricted common stock to a third party.
As of the date of this Form 4, the Company has issued an aggregate of
11,460,119 shares of its restricted common stock. Certain shares were issued in
accordance with the terms and provisions of warrant agreements pursuant to which
the holder thereof has the right to convert such warrant into shares of common
stock on a one-to-one basis at either the rate of $0.75 per share or $1.00 per
share. As of the date of this Form 4, there are an aggregate of (i) 277,500
warrants issued and outstanding which may be converted into 277,500 shares of
common stock at the rate of $1.00 per share expiring December 1, 2005; (ii)
175,000 warrants issued and outstanding which may be converted into 175,000
shares of common stock at the rate of $1.00 per share expiring May 1, 2006; and
(iii) 181,660 warrants issued and outstanding which may be converted into
181,660 shares of common stock at the rate of $0.75 per share expiring May 1,
2006.
An aggregate offering price of $2,792,976.50 was determined as follows. For
purposes of valuation of the shares of common stock issued in accordance with
the terms of the Share Exchange Agreement, the aggregate offering price of
$2,204,231.50 was determined as follows: (i) $8,100.00 for 8,100,000 shares of
common stock issued at $0.001 per share; (ii) $1,336,482.00 for 2,227,470 shares
of common stock issued at $0.60 per share; (iii) $82,750.50 for 110,334 shares
of common stock issued at $0.75 per share; (iv) $452,500.00 for 452,500 shares
of common stock issued at $1.00 per share; (v) $136,245.00 for 181,660 shares of
common stock issued at $.075 per share pursuant to debt settlement; and (vi)
$188,154.00 for 188,154 shares of common stock issued at $1.00 per share
pursuant to debt settlement. For purposes of valuation of the warrants issued,
an aggregate offering price of $588,745 was determined as follows: (i)
$136,245.00 for 181,660 warrants exercisable into 181,660 shares of common stock
at $0.75 per share; and (ii) $452,500 for 452,500 warrants exercisable into
452,500 shares of common stock at $1.00 per share.
The price for the issuance of shares of common stock as reported herein is
an aggregate of $22,999.75 based on: (i) the issuance of 13,333 shares of common
stock at $0.75 per share for settlement of debt; and (ii) the issuance of 13,000
shares of common stock at $1.00 per share.
The price of the warrants was determined in accordance with the provisions
of the warrant agreement.
ATTACHMENT B TO FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
FOR JAMES D. DAVIDSON
Of the 1,291,333 shares of common stock reported as beneficially owned by
James D. Davidson: (i) 791,333 shares were issued of record to James D.
Davidson; (ii) an aggregate of 500,000 shares were issued of record to Mr.
Davidson's two minor children, respectively, over which Mr. Davidson has sole
voting and disposition rights.
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