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)
September 13, 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: 442668 B.C. Ltd.
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 and
Debt Settlement
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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
British Columbia, Canada
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7 SOLE VOTING POWER
2,770,465 Shares of Common Stock
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 2,770,465 Shares of Common Stock
WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,770,465 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)
18.27%
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14 TYPE OF REPORTING PERSON CO
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
442668 B.C. Ltd., a corporation organized under the laws of British Columbia,
Canada ("442668"), and its sole director and officer, Dr. Wilfred Jefferies
("Jefferies"), as the reporting persons hereunder, relative to the acquisition
by 442668 of certain shares of common stock issued by GeneMax Corp., formerly
known as Eduverse.Com. Neither 442668 nor Jefferies have 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 442668 B.C. Ltd. and its sole director and
officer, Dr. Wilfred Jefferies. Jefferies is a director and the Chief Scientist
Officer of GeneMax. The principal business and office of 442668 and Jefferies is
12596 23rd Avenue, Surrey, British Columbia, Canada V4A 2C2.
Pursuant to General Instruction C of Schedule 13D, 442668, the sole officer
and director of 442668 and the person controlling 442668, (collectively, 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
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442668 B.C. Ltd. Shareholder 12596 23rd Avenue
Surrey, B.C.
Canada V4A 2C2
Dr. Wilfred Jefferies Director and Chief 12596 23rd Avenue
Scientist Officer Surrey, B.C.
Canada V4A 2C2
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Jefferies is the sole director and officer and is the controlling person of
442668. 442668 and Jefferies have the sole right to control the disposition of
and vote 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
Pursuant to the terms and provisions 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 effective July 15, 2002 (the "Share Exchange Agreement"), a Directors'
Circular dated July 15, 2002 (the "Directors' Circular"), and a debt settlement
dated July 15, 2002 between GeneMax and 442668 (the "Debt Settlement"), an
aggregate of 2,770,465 shares of restricted common stock of GeneMax were issued
to 442668. The consideration for 2,750,000 shares of common stock of GeneMax was
the exchange of shares of common stock in GeneMax Pharmaceuticals Inc. held by
442668. The consideration for 20,465 shares of common stock of GeneMax was the
settlement of a debt in the aggregate amount of $15,348.75 and the issuance of
such shares of common stock at $0.75 per share.
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, 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"). In
accordance with the terms of the Share Exchange Agreement and the securities
laws of Canada, a Directors' Circular dated July 15, 2002 was distributed to
certain management, insiders and directors of GeneMax Pharmaceuticals, Inc. (the
"Canadian GeneMax Shareholders").
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 are 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, the trading symbol under the
OTC Bulletin Board for its shares of common stock was changed to "GMXX".
(b) Pursuant to the terms of the Share Exchange Agreement, GeneMax acquired
from the GeneMax Shareholders up to one hundred percent (100%) of the issued and
outstanding shares of common stock of GeneMax Pharmaceuticals, Inc. The terms of
the Share Exchange Agreement required the Company to issue shares of its
restricted common stock as follows: (i) approximately 6,411,304 shares of its
restricted common stock to the GeneMax Shareholders in proportion to their
respective holdings in GeneMax Pharmaceuticals, Inc.; (ii) approximately
4,479,001 shares of restricted common stock to the Canadian GeneMax Shareholders
pursuant to the terms of the Directors' Circular; (iii) 369,814 shares of
restricted common stock to certain creditors of GeneMax Pharmaceuticals Inc. at
$0.75 per share for settlement of an aggregate debt in the amount of $277,360.50
pursuant to the terms of certain debt settlement agreements; and (iv) 200,000
shares of restricted common stock to a third-party pursuant to the terms of the
Share Exchange Agreement.
(c) As of the date of this Schedule, GeneMax issued to 442668 an aggregate
of 2,770,465 shares of restricted common stock. 442668 acknowledged that the
securities to be issued have not been registered under the 1933 Securities Act
and that it understood the economic risk of an investment in the securities.
Pursuant to the instructions for items (a) through (j) of Item 4, 442668
and Jefferies have plans as follows:
(a) As set forth in Item 3 of this Schedule, 442668 has acquired 2,770,465
shares of restricted common stock of GeneMax. 442668 and Jefferies may
consider the acquisition of additional securities of GeneMax, but have
no current intentions to acquire such additional Securities.
(b) Neither 442668 nor Jefferies 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) Neither 442668 nor Jefferies have any present plans or proposals to
cause a sale or transfer of a material amount of assets of GeneMax.
(d) Neither 442668 nor Jefferies have any present plans or proposals to
cause a change in the present board of directors, as elected to such
position 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) Neither 442668 nor Jefferies have any present plans or proposals to
cause a material change in the capitalization of GeneMax.
(f) Neither 442668 nor Jefferies have any present plans or proposals to
make any other material change to the business or corporate structure
of GeneMax.
(g) Neither 442668 nor Jefferies 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) Neither 442668 nor Jefferies have any present plans or proposals to
cause GeneMax's common stock from not being quoted on the OTC Bulletin
Board.
(i) Neither 44268 nor Jefferies 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) Neither 44268 nor Jefferies 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 September 17, 2002, 442668 beneficially
owned 2,770,465 shares (or approximately 18.27% of the outstanding
shares) of GeneMax's common stock.
(b) Neither 442668 nor Jefferies own any other common or preferred shares
of GeneMax as of the date of this Schedule. Jefferies has the sole
power to vote or to direct the voting of the 2,770,465 shares of
common stock of GeneMax.
(c) As of September 17, 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 442668 nor Jefferies.
(d) To the best knowledge and belief of the undersigned, no person other
than Jefferies 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
Notwithstanding the terms and provisions of a pooling agreement, no other
contracts, arrangements, understandings or relationships between 44268 or
Jefferies 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: September 17, 2002 442668 B.C. Ltd.
By: /s/ Dr. Wilfred Jefferies
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Dr. Wilfred Jefferies, President
Date: September 17, 2002 /s/ Dr. Wilfred Jefferies
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Dr. Wilfred Jefferies