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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 5
ANNUAL 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(h) of the Investment Company Act of 1940
|_| Check box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).
|X| Form 3 Holdings Reported
|X| Form 4 Transactions Reported
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1. Name and Address of Reporting Person*
Handford, Ronald L.
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(Last) (First) (Middle)
3432 W. 13th Avenue
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(Street)
Vancouver, British Columbia, Canada V6R 2S1
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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. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
n/a
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4. Statement for Month/Year
December 2002
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5. If Amendment, Date of Original (Month/Year)
n/a
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|X| Director |_| 10% Owner
|X| Officer (give title below) |_| Other (specify below)
President/Chief Executive Officer
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7. Individual or Joint/Group Filing
(check applicable line)
|X| Form filed by One Reporting Person
|_| Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
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5. 6.
4. Amount of Owner-
Securities Acquired (A) or Securities ship
2A. 3. Disposed of (D) Beneficially Form: 7.
2. Deemed Transaction (Instr. 3, 4 and 5) Owned Direct Nature of
Trans- Execution Code ------------------------------- at the End (D) or Indirect
1. action Date, if (Instr. 8) (A) of Issuer's Indirect Beneficial
Title of Security Date any ------------ or Fiscal Year (I) Ownership
(Instr. 3) (mm/dd/yy) (mm/dd/yy) Amount (D) Price (Instr. 3 & 4) (Instr.4) (Instr.4)
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Common Stock,
$0.001 par value 7/15/02 n/a P/K 150,000 A * -- D n/a
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Common Stock,
$0.001 par value 7/15/02 n/a J 8,000 A $6,000 -- D n/a
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Common Stock,
$0.001 par value 7/15/02 n/a P/K 100,000 A $100,000 908,000 I **
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* See attachment A
** See attachment B
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* If the form is filed by more than one reporting person, see instruction
4(b)(v).
FORM 5 (continued)
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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10.
9. Owner-
Number ship
2. of of
Conver- 5. 7. Deriv- Deriv- 11.
sion Number of Title and Amount ative ative Nature
or Derivative 6. of Underlying 8. Secur- Secur- of
Exer- 3A. 4. Securities Date Securities Price ities ity: In-
cise Deemed Trans- Acquired (A) Exercisable and (Instr. 3 and 4) of Bene- Direct direct
Price 3. Execut- action or Disposed Expiration Date ---------------- Deriv- ficially (D) or Bene-
1. of Trans- ion Code of(D) (Month/Day/Year) Amount ative Owned In- ficial
Title of Deriv- action Date if (Instr. (Instr. 3, ---------------- or Secur- at End direct Owner-
Derivative ative Date any 8) 4 and 5) Date Expira- Number ity of Year (I) ship
Security Secur- (mm/dd/ (mm/dd/ ------ ------------ Exer- tion of (Instr. (Instr. (Instr. (Instr.
(Instr. 3) ity yy) yy) (A) (D) cisable Date Title Shares 5) 4) 4) 4)
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Common
Warrant $0.75 7/15/02 n/a J 8,000 -- 7/15/02 6/01/06 Stock 8,000 $6,000 -- D
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Stock Common
Options $1.00 9/30/02 n/a A 350,000 9/30/02 10/01/05 Stock 350,000 *** 358,000 D
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Explanation of Responses:
*** See attachment C
/s/ Ronald L. Handford 01/07/03
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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 procedure.
ATTACHMENT A TO FORM 5
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
FOR RONALD L. HANDFORD
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 5, 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 5, 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 5, 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
as follows: (i) $150.00 for the issuance of 150,000 shares of common stock at
$0.001 per share to Ronald L. Handford; (ii) $6,000.00 for the issuance of 8,000
shares of common stock at $0.75 per share to Ronald L. Handford for settlement
of debt; and (iii) $100,000.00 for the issuance of 100,000 shares of common
stock at $1.00 per share to Handford Management Inc.
The price for the warrants was determined in accordance with the provisions
of the warrant agreement.
ATTACHMENT B TO FORM 5
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
FOR RONALD L. HANDFORD
Of the 908,000 shares of common stock reported as beneficially owned by
Ronald L. Handford: (i) 100,000 shares were issued of record to Handford
Management Inc., over which Ronald L. Handford has shared voting and disposition
rights; (ii) 325,000 shares were issued of record to Aberdeen Holdings Limited,
over which Ronald L. Handford has sole disposition rights; and (iii) 325,000
shares were issued of record to Latitude 32 Holdings Ltd., over which Ronald L.
Handford has sole disposition rights.
ATTACHMENT C TO FORM 5
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
FOR RONALD L. HANDFORD
Stock Option Plan
On May 15, 2002 the Board of Directors of Eduverse unanimously approved and
adopted a 2002 stock option plan which was approved by shareholders on July 15,
2002 (the "2002 Stock Option Plan"). Pursuant to the provisions of the 2002
Stock Option Plan, stock options may be granted only to key personnel of the
Company; generally defined as a person designated by the Board of Directors upon
whose judgment, initiative and efforts the Company may rely including any
Director, Officer, employee or consultant of the Company or its subsidiaries. At
the time a Stock Option is granted under the 2002 Stock Option Plan, the Board
of Directors shall fix and determine the exercise price at which shares of
common stock of the Company may be acquired; provided, however, that any such
exercise price shall not be less than that permitted under the rules and
policies of any stock exchange or over-the-counter market which may be
applicable to Eduverse at that time.
The 2002 Stock Option Plan further provides that the Board of Directors may
grant to any key personnel of the Company who is eligible to receive options,
one or more Incentive Stock Options at a price not less than fair market value
and for a period not to exceed 10 years from the date of grant.
On September 30, 2002 the Board of Directors of the Company approved the
adoption of a new stock option plan (the "Plan") allowing for the granting of up
to 3,500,000 options to directors, officers, employees and consultants of the
Company and its subsidiaries. Options granted under the Plan shall be at prices
and for terms as determined by the Board of Directors with terms not to exceed
10 years. The Plan further provides that the Board of Directors may grant to any
key personnel of the Company who is eligible to receive options, one or more
Incentive Stock Options at a price not less than fair market value and for a
period not to exceed 10 years from the date of grant. Options and Incentive
Stock Options granted under the Plan may have vesting requirements as determined
by the Board of Directors.
In connection with the acquisition of GeneMax Pharmaceuticals Inc. ("GPI"), the
Company granted 1,740,000 options and 245,000 incentive stock options at $1.00
per share to previous holders of stock options of GPI to replace options
previously granted by GPI at $0.60 per share. In accordance with accounting
principles applicable to accounting for business combinations, the fair value of
the stock options granted in connection with a business combination is included
in the determination of the purchase price. The fair value of these options at
the date of grant of $1,888,750 was estimated using the Black-Scholes option
pricing model with an expected life of three years, a risk-free interest rate of
3% and an expected volatility of 226%.
In addition, also in connection with the acquisition of GPI, the Company granted
150,000 incentive stock options to previous holders of stock options of GPI with
terms and conditions consistent with their original GPI stock options subject to
straight line vesting for a period of 36 months commencing October 1, 2002. The
fair value of these incentive stock options will be recorded as compensation
expense over the vesting period. The fair value of these options at the date of
grant of $142,500 was estimated using the Black-Scholes option pricing model
with an expected life of three years, a risk-free interest rate of 3% and an
expected volatility of 226%.