INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
[X] Definitive Information Statement
EDUVERSE.COM
-------------------------
(Name of Registrant as Specified in its Charter)
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filing fee is calculated and state how it was determined):_______.
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EDUVERSE. COM
435 Martin Street, Suite 2000
Blaine, Washington 98230
INFORMATION STATEMENT
Dated
May 30, 2002
GENERAL
This Information Statement is being circulated to the shareholders of
Eduverse.com, a Nevada corporation (the "Company") in connection with the taking
of corporate action without a meeting upon the written consent of the holders of
a majority of the outstanding shares of the Company's $0.001 par value common
stock (the "Common Stock").
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
As more completely described below, the matters upon which action is
proposed to be taken are: (i) to approve a share exchange agreement dated May 9,
2002 (the "Share Exchange Agreement") among the Company, GeneMax Pharmaceuticals
Inc. ("GeneMax"), the shareholders of GeneMax and Investor Communications
International, Inc. ("ICI"), the related conversion of loan to equity interest
by the Company in GeneMax, and the resulting change in control of the Company;
(ii) to approve an amendment to the Articles of Incorporation to effectuate a
name change of the Company to "GeneMax Corp."; (iii) to approve a stock option
plan for key personnel of the Company (the "Stock Option Plan"); (iv) to amend
the Company's bylaws to change the number of directors of the Company to consist
of one (1) to fifteen (15); (v) to approve the election of three directors to
serve as directors of the Company until the next annual meeting of the Company's
shareholders or until their successor has been elected and qualified, and (vi)
to ratify the selection of auditors for the fiscal year ending December 31,
2002.
The date, time and place at which action is to be taken by written consent
on the matters to be acted upon, and at which consents are to be submitted, is
July 15, 2002, at 10:00 a.m. (Pacific Time) at 435 Martin Street, Suite 2000,
Blaine, Washington 98230.
This information statement is being first sent or given to security holders
on approximately June 14, 2002.
VOTING SECURITIES AND VOTE REQUIRED
On May 15, 2002, the Board of Directors authorized and approved, subject to
shareholder approval, certain corporate actions, which the Board of Directors
deemed to be in the best interests of the Company and its shareholders. The
Board of Directors further authorized the preparation and circulation of this
information statement and a shareholder's consent to the holders of a majority
of the outstanding shares of the Company's Common Stock.
As of May 15, 2002, there are 3,000,000 shares of the Company's Common
Stock outstanding, and each share of Common Stock is entitled to one vote. The
consent of shareholders holding at least 1,500,001 of the Common Stock is
necessary to approve the matters being considered. Except for the Common Stock
there is no other class of voting securities outstanding at this date. The
record date for determining shareholders entitled to vote or give consent is May
15, 2002.
The matters upon which action is proposed to be taken are: (i) the approval
of the Share Exchange Agreement among the Company, GeneMax, the shareholders of
GeneMax and ICI, the related conversion of loan to equity interest by the
Company in GeneMax, and the resulting change in control of the Company; (ii) the
approval of an amendment to the Articles of Incorporation to effectuate a name
change of the Company to "GeneMax Corp."; (iii) the approval of the adoption of
the Stock Option Plan for key personnel of the Company; (iv) the approval of an
amendment to the Bylaws to provide for a board of directors of one (1) to
fifteen (15); (v) the approval of the election of the following persons to serve
as directors of the Company until the next annual meeting of the Company's
shareholders or until their successor has been elected and qualified: Grant
Atkins, Norman J.R. MacKinnon, and Stephen Jewett; and (v) the ratification of
the selection of LaBonte & Co. as the Company's independent public accountants
for the fiscal year ending December 31, 2002.
The cost of this Information Statement, consisting of printing, handling,
and mailing of the Information Statement and related material, and the actual
expense incurred by brokerage houses, custodians, nominees and fiduciaries in
forwarding the Information Statement to the beneficial owners of the shares of
Common Stock, will be paid by the Company.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
CURRENT OFFICERS AND DIRECTORS
As of the date of this Information Statement, the directors and executive
officers of the Company are as follows:
Name Age Position with the Company
---- --- -------------------------
Grant Atkins 41 Director and President/Secretary
and Treasurer
GRANT ATKINS has been the President, Secretary and Treasurer and a Director
of the Company since March 1, 2001. For the past six years, Mr. Atkins has been
self-employed as a financial and project coordination consultant to clients in
government and private industry. He has extensive multi-industry experience in
the fields of finance, administration and business development. For the past
four years, Mr. Atkins has been a director and the secretary for Intergold
Corporation, an OTC Bulletin Board company, for which he has provided
organization and controller duties since its formation. Mr. Atkins is also the
director and president for Vega-Atlantic Corporation, an OTC Bulletin Board
public company engaged in the exploration and development of gold and other
minerals within the United States and internationally, and Hadro Resources,
Inc., an OTC Bulletin Board public company engaged in oil and natural gas
exploration and development within the United States and internationally.
For further information concerning the directors and executive officers of
GeneMax, and the officers, directors, and nominees to the Board of Directors,
please see "ELECTION OF TEN (10) PERSONS TO SERVE AS DIRECTORS OF THE COMPANY -
Information Concerning Nominees."
AUDIT COMMITTEE
As of the date of this Information Statement, the Company has not appointed
members to an audit committee. As of the date of this Information Statement, no
audit committee exists. Therefore, the role of an audit committee has been
conducted by the Board of Directors of the Company.
After election by the shareholders of the nominated directors named herein,
the Company intends to establish an audit committee. When established, the audit
committee will be comprised of two disinterested members. When established, the
audit committee's primary function will be to provide advice with respect to the
Company's financial matters and to assist the Board of Directors in fulfilling
its oversight responsibilities regarding finance, accounting, tax and legal
compliance. The audit committee's primary duties and responsibilities will be
to: (i) serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system; (ii) review and
appraise the audit efforts of the Company's independent accountants; (iii)
evaluate the Company's quarterly financial performance as well as its compliance
with laws and regulations; (iv) oversee management's establishment and
enforcement of financial policies and business practices; and (v) provide an
open avenue of communication among the independent accountants, management and
the Board of Directors.
The Board of Directors has considered whether the provision of such
non-audit services would be compatible with maintaining the principal
independent accountant's independence. The Board of Directors considered whether
the independent principal accountant's independent, and concluded that the
auditor for the previous fiscal year ended December 31, 2001 was independent.
AUDIT FEES
During fiscal year ended December 31, 2001, the Company incurred
approximately $24,600 in fees to its principal independent accountant for
professional services rendered in connection with preparation and audit of the
Company's financial statements for fiscal year ended December 31, 2001 and for
the review of the Company's financial statements for the quarters ended March
31, 2001, June 30, 2001 and September 30, 2001.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During fiscal year ended December 31, 2001, the Company did not incur any
fees for professional services rendered by its principal independent accountant
for certain information technology services which may include, but is not
limited to, operating or supervising or managing the Company's information or
local area network or designing or implementing a hardware or software system
that aggregate source data underlying the financial statements.
ALL OTHER FEES
During fiscal year ended December 31, 2001, the Company did not incur any
other fees for professional services rendered by its principal independent
accountant for all other non-audit services which may include, but is not
limited to, tax-related services, actuarial services or valuation services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date
concerning: (i) each person who is known by the Company to own beneficially more
than 5% of the Company's outstanding Common Stock; (ii) each of the Company's
executive officers, directors and key employees; and (iii) all executive
officers and directors as a group. Common Stock not outstanding but deemed
beneficially owned by virtue of the right of an individual to acquire shares
within 60 days is treated as outstanding only when determining the amount and
percentage of Common Stock owned by such individual. Except as noted, each
person or entity has sole voting and sole investment power with respect to the
shares shown.
CLASS OF STOCK NAME AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNERSHIP OF OWNERSHIP
--------------------------------------------------------------------------------
(1)
Common Stock Investor Communications 554,470 18.48%
International, Inc.
435 Martin Street
Suite 2000
Blaine, Washington 98230
(1)
Common Stock Alexander Cox 535,060 17.84%
755 Burrard Street
Suite 428
Vancouver, British Columbia
Canada V6Z 1X6
(1)
Common Stock Calista Capital Corp. 250,000 8.33%
P.O. Box W-961
St. Johns Antigua
West Indies
(1)
Common Stock Spartan Asset Group 250,000 8.33%
P.O. Box W-960
St. Johns Antigua
West Indies
CLASS OF STOCK NAME AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNERSHIP OF OWNERSHIP
--------------------------------------------------------------------------------
(1)
Common Stock Pacific Rim Financial Inc. 250,000 8.33%
c/o Arundel House
31A St. James Square
London SW1Y 4JR
United Kingdom
(1)
Common Stock Eastern Capital Corp. 250,000 8.33%
C/o Northbrook Farm
Bentley Farnham
Hampshire GU10 5EU
United Kingdom
(1)
Common Stock Eiger Properties Inc. 250,000 8.33%
c/o P.O. Box CH-4002
Basel, Switzerland
(1)
Common Stock Rising Sun Capital Corp. 250,000 8.33%
96 Front Street
Hamilton HM12
Bermuda
Common Stock All current officers and -0- -0-
directors as a group
(2 persons)
--------------------------------------------------------------------------------
(1)
These are restricted shares of common stock.
In the event the Share Exchange Agreement is consummated, the Company will
issue to the shareholders of GeneMax an aggregate of approximately 11,231,965
shares of its restricted common stock. This will result in a change of control
of the Company. See "APPROVAL OF THE SHARE EXCHANGE AGREEMENT, RELATED
CONVERSION OF LOAN TO EQUITY INTEREST BY THE COMPANY IN GENEMAX AND RESULTING
CHANGE IN CONTROL OF THE COMPANY - Proposed Acquisition of GeneMax
Pharmaceuticals Inc.".
EXECUTIVE COMPENSATION
As of the date of this Information Statement, none of the officers or
directors of the Company are compensated for their roles as directors or
executive officers as the Company is only in the exploration stage and has not
yet fully commenced business operations. Officers and directors of the Company,
however, are reimbursed for any out-of-pocket expenses incurred by them on
behalf of the Company. None of the Company's directors or officers are party to
employment agreements with the Company. The Company presently has no pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans.
Grant Atkins, the President and a director of the Company, derives
remuneration from the Company indirectly through Investor Communications
International, Inc. ("ICI"), which provides a wide range of management,
financial, consulting and administrative services to the Company on a
month-to-month basis as needed.
During the three-month period ended March 31, 2002, the Company incurred
indebtedness of $203,300 to ICI, which together with other unpaid fees and
advances of $49,148, which resulted in an aggregate of $252,448 due and owing
ICI. During the three-month period ended March 31, 2001, the Company incurred
$225,000 to ICI, which together with other unpaid fees and advances of $231,896,
which resulted in an aggregate of $456,896 due and owing ICI. This amount was
settled pursuant to a settlement agreement dated March 14, 2001 between the
Company and ICI whereby ICI agreed to accept the issuance of 15,230,000
(pre-reverse split) shares of restricted common stock in settlement and release
of the $456,896 due and owing. Subsequent to the settlement, an additional
$65,700 in fees was accrued to ICI. $37,481 of this amount was settled pursuant
to a settlement agreement dated December 12, 2001 between the Company and ICI
whereby ICI agreed to accept the issuance of 249,870 shares of restricted common
stock in settlement and release of the $37,481 due and owing. As of December 31,
2001 and March 31, 2002, Grant Atkins received approximately $12,500 and $3,500,
respectively, for services provided to the Company.
In the event the Share Exchange Agreement is consummated, it is anticipated
that the Company and ICI will enter into a consulting services agreement (the
"Consulting Services Agreement"). Pursuant to the terms and provisions of the
proposed Consulting Services Agreement, ICI will provide to the Company such
finance and investor relations services as may be determined by the Board of
Directors, from time to time, and in its sole and absolute discretion, in order
to develop the various business interests of the Company in the drug discovery
and development industry, involving the patented drug discovery assay for
immunomodulatory compounds and the pipeline aimed at treatment of cancer,
infectious diseases, autoimmune disorders and transplant tissue rejection. For
further discussion of the Share Exchange Agreement, see "APPROVAL OF THE SHARE
EXCHANGE AGREEMENT, RELATED CONVERSION OF LOAN TO EQUITY INTEREST BY THE COMPANY
IN GENEMAX AND RESULTING CHANGE IN CONTROL OF THE COMPANY - Proposed Acquisition
of GeneMax Pharmaceuticals Inc."
Pursuant to further terms and provisions of the proposed Consulting
Services Agreement, the Company (i) shall pay to ICI a monthly fee of $10,000
for such consulting services provided, and (ii) may grant to ICI stock options
or incentive stock options for the collective purchase of no less than an
aggregate of up to 500,000 shares of common stock of the Company, which
incentive stock options or stock options will be exercisable for a period of at
least five (5) years from the date of granting at such minimum exercise price(s)
as may be determined at such date(s) of granting.
CERTAIN TRANSACTIONS
With the exception of the current contractual relations between the Company
and ICI, and as of the date of this Information Statement, the Company has not
entered into any other contractual arrangements with related parties. With the
exception of the proposed contractual relations with ICI, there is not any other
currently proposed transaction, or series of the same to which the Company is a
party, in which the amount involved exceeds $60,000 and in which, to the
knowledge of the Company, any director, executive officer, nominee, five percent
shareholder or any member of the immediate family of the foregoing persons, have
or will have a direct or indirect material interest.
The officers and directors of the Company are engaged in other businesses,
either individually or through partnerships and corporations in which they may
have an interest, hold an office or serve on the boards of directors. The
directors of the Company may have other business interests to which they may
devote a major or significant portion of their time. Certain conflicts of
interest, therefore, may arise between the Company and its directors. Such
conflicts are intended to be resolved through the exercise by the directors of
judgment consistent with their fiduciary duties to the Company. The officers and
directors of the Company intend to resolve such conflicts in the best interests
of the Company. The officers and directors will devote their time to the affairs
of the Company as necessary.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and the persons who beneficially own more than ten percent of the
common stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of all filed
reports are required to be furnished to the Company pursuant to Rule 16a-3
promulgated under the Exchange Act. Based solely on the reports received by the
Company and on the representations of the reporting persons, the Company
believes that these persons have complied with all applicable filing
requirements during the fiscal year ended December 31, 2001 and during the
three-month period ended March 31, 2002.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
With the exception of the current director of the Company, and as of the
date of this Information Statement, there are no other persons identified by
management of the Company who have an interest in the matters to be acted upon
nor who are in opposition to the matters to be acted upon.
As of the date of this Information Statement, there are no persons who have
been a director or officer of the Company since the beginning of the last fiscal
year, or are currently a director or officer of the Company, that oppose any
action to be taken by the Company.
APPROVAL OF THE SHARE EXCHANGE AGREEMENT,
RELATED CONVERSION OF LOAN TO EQUITY INTEREST
BY THE COMPANY IN GENEMAX AND RESULTING
CHANGE IN CONTROL OF THE COMPANY
PROPOSED ACQUISITION OF GENEMAX PHARMACEUTICALS, INC.
Share Exchange Agreement
The Board of Directors of the Company, at a special meeting, approved the
execution of a letter of intent and subsequent share exchange agreement dated
May 9, 2002 (the "Share Exchange Agreement") entered into among the Company,
Genemax Pharmaceuticals, Inc., a Delaware corporation ("GeneMax"), the
shareholders of GeneMax and Investor Communications International, Inc., a
Washington corporation ("ICI"). It is anticipated that the Share Exchange
Agreement will become effective and the acquisition of GeneMax will be
consummated by approximately June 15, 2002.
GeneMax is a biotechnology company specializing in the discovery and
development of immunotherapeutics aimed at the treatment and eradication of
cancer, and therapies for infectious diseases, autoimmune disorders and
transplant tissue rejection. In accordance with the terms of the Share Exchange
Agreement, it is agreed that (i) the sole business operations of the Company
will be in the biotechnology industry; (ii) the Company will change its name to
"GeneMax Corp." and its trading symbol; and (iii) the Company will adopt and
implement a stock option plan for key personnel of the Company, subject to
approval by the shareholders of the Company. See "APPROVAL OF AN AMENDMENT TO
THE ARTICLES OF INCORPORATION TO EFFECTUATE A NAME CHANGE OF THE COMPANY TO
"GENEMAX CORP." and "APPROVAL OF THE STOCK OPTION PLAN".
Pursuant to the terms of the Share Exchange Agreement, the Company will
acquire from all of the shareholders of GeneMax approximately one hundred
percent (100%) of the issued and outstanding shares of common stock of GeneMax
in exchange for issuance to the shareholders of GeneMax of approximately
11,231,965 shares of the Company's restricted common stock (the "GeneMax
Shareholders"). The Company and GeneMax desire to provide for and maintain an
orderly trading market and stable price for the Company's shares of common
stock. Therefore, it is anticipated that the Company and certain GeneMax
Shareholders representing approximately an aggregate of 8,100,000 shares of
common stock and certain shareholders of the Company representing approximately
an aggregate of 1,066,980 shares of common stock (the "Pooled Shares") will
enter into a voluntary pooling agreement (the "Pooling Agreement"). Pursuant to
the proposed terms and provisions of the Pooling Agreement, it is to be agreed
that the Pooled Shares will not be traded and will become available for trading
and released and sold in the following manner: (i) an initial ten percent (10%)
of the Pooled Shares to be released to the shareholders on the date which is one
calendar year from the closing date of the Share Exchange Agreement (the "First
Release Date"); and (ii) a further ten percent (10%) to be released to the
shareholders on each of the dates which are every three (3) calendar months from
the First Release Date in accordance with each shareholder's respective
shareholdings. In the event the Share Exchange Agreement is consummated and the
Company issues 11,231,965 shares of its restricted common stock, there will be a
change in control of the Company.
Secured and Convertible Loan Agreement
As a condition to entering into and in accordance with the Share Purchase
Agreement, the Company and ICI have agreed to advance to GeneMax the aggregate
principal sum of not less than $250,000. In accordance with the loan made to
GeneMax, the principal sum loan amount will bear interest accruing at the rate
of ten percent (10%) per annum, and any such principal sum loan amount will be
secured pursuant to a senior fixed and floating charge on all of the assets of
GeneMax together with ther personal and joint and several guarantees of certain
guarantors on behalf of GeneMax (the "Loan Agreement").
Pursuant to the proposed terms and provisions of the Loan Agreement,
GeneMax agrees that the aggregate principal loan sum amount will be repaid to
the Company on or before the day which is thirty (30) calendar days from the
earlier of one (1) year from the execution date of the Loan Agreement or the
date upon which the Company's proposed purchase of all of the issued and
outstanding shares of GeneMax under the terms of the Share Purchase Agreement
terminates (the "Final Payment Date"). It is to be further agreed that GeneMax
will have the right to prepay and redeem any portion of the aggregate principal
loan sum amount and accrued interest due and owing the Company in whole or in
part prior to the Final Payment Date by providing the Company with no less than
thirty (30) calendar day's prior written notice (the "Right of Redemption").
Notwithstanding GeneMax's Right of Redemption, pursuant to the terms and
provisions of the Loan Agreement, it is to be further agreed that the Company
shall have the right in its sole and absolute discretion to elect to convert the
aggregate principal loan sum amount and accrued interest due and owing the
Company into shares of common stock representing a participating and voting
interest in and to GeneMax, and that such equity interest will be maintained by
the Company with no dilution whatsoever.
The Company and GeneMax agree that as a pre-condition to closing such
acquisition and the consummation of the Share Exchange Agreement, the Company
may conduct to its satisfaction due diligence which may include, but is not
limited to, financial statements, inventory of assets and liabilities,
confirmation that GeneMax has complied with all regulatory filings and receipt
of necessary approvals regarding the transaction.
BOARD APPROVAL
Based upon review of a wide variety of factors considered in connection
with its evaluation of the Letter of Intent, the Board of Directors of the
Company believes that consummation of the Share Exchange Agreement would be fair
to and in the best interests of the Company and its shareholders. The Board of
Directors recommends approval of the Share Exchange Agreement and the related
conversion of loan to equity interest by the Company in GeneMax and each of the
resolutions with respect thereto set forth in Exhibit A hereto.
APPROVAL OF A PROPOSED AMENDMENT TO THE
ARTICLES OF INCORPORATION TO EFFECTUATE A CHANGE
IN NAME OF THE COMPANY TO "GENEMAX CORP."
NAME CHANGE
Due to the proposed change in business operations of the Company, the Board
of Directors has determined that it will be in the best interests of the Company
and its shareholders to change the name of the Company from Eduverse.com to
GeneMax Corp. See " - Prior Operational History" below. The objective of the
change in corporate name is to more accurately reflect the proposed business
activities of the Company in its name (based upon the acquisition by the Company
of GeneMax Pharmaceuticals, Inc.) The Company believes that the name change will
better communicate the Company's proposed products and services to market
participants in the biotechnology industry.
The Board of Directors approved a resolution to amend the Certificate of
Incorporation on May 15, 2002 to change the Company's name to GeneMax Corp.,
subject to shareholder approval. By approving this proposal, the shareholders
will authorize the Board of Directors to amend the Company's Articles of
Incorporation accordingly, attached as Exhibit B. The amendment embodies Article
I changing the text to:
"The name of the corporation (hereinafter called the "Corporation" is
GeneMax Corp."
After the name change, it is anticipated that the Company's trading symbol
for the Bulletin Board and BBX will be changed from EDVS.
Management expects formal implementation of the name change with the Nevada
Secretary of State to be completed as soon as practicable after the effective
date of the shareholder resolution.
PRIOR OPERATIONAL HISTORY
Fiscal Year 1999
The Company, through its former wholly-owned subsidiary Eduverse Dot Com
Inc. ("Eduverse"), had primarily been a technology-based company engaged in the
business of developing and marketing interactive multimedia educational software
programs. The Company expected to generate a majority of its revenues from its
software products by charging fees for advertising that was to be placed within
the software. The Company intended to offer its software free to educational and
other institutions within approximately thirty countries, which operated private
computer networks and allowed advertisements to be displayed to their students,
and to collect advertising fees for advertisements placed within the software.
During fiscal year 1999, revenues were derived from three sources: (i) the
retail sale of its software packages, (ii) distribution royalty fees, and (iii)
income derived from the sale of two website names. During fiscal year 1999, the
Company recognized no advertising revenues from its English Pro Network Edition
software. As a result, quarterly revenues began to decline during late fiscal
year 1999 resulting in a substantial net loss.
Fiscal Year 2000
During fiscal year 2000, quarterly revenues continued to decline as
compared to quarterly revenues earned in the same periods during 1999. Any
revenues earned were derived principally from the marketing and sale of the
Company's software packages. Seventy-seven percent (77%) of the Company's retail
software sale revenue was derived from two customers. Management of the Company
primarily attributed the decrease in revenues to the Company's decision to
discontinue retail software sales of its programs. Management of the Company
expected to generate the majority of its future revenues commencing third
quarter of 2000 from advertising revenues earned from fees charged for inclusion
of the advertiser's message on the Company's English Pro Network Edition
software. During fiscal year 2000, the Company recognized no advertising
revenues from its English Pro Network Edition software. In August 2000, the
Company sold its entire equity interest in ESL to Savoy Capital Limited.
Fiscal Year 2001
At a special meeting held on March 2, 2001, the board of directors
unanimously approved a share purchase agreement dated March 2, 2001 (the "Share
Purchase Agreement") between the Company and Syncro-Data Systems, Ltd.
("Syncro-Data"), a corporation organized under the laws of British Columbia (the
"Proposed Transaction"), and directed that the Share Purchase Agreement be
submitted to shareholders of the Company for their approval. On June 1, 2001,
the Proposed Transaction was consummated pursuant to the terms of the Share
Purchase.
The Share Purchase Agreement provided for the sale by the Company to
Syncro-Data of all of the issued and outstanding shares of common stock of
Eduverse, the Company's wholly-owned subsidiary, held by the Company. The Share
Purchase Agreement further provided that (i) Syncro-Data had paid the ongoing
expenses of Eduverse to date in the approximate amount of $50,000; (ii)
Syncro-Data had agreed to recognize certain liabilities of Eduverse; and (iii)
Eduverse would retain all of its right, title and interest in and to certain
intellectual property rights and other property, including accounts receivable,
contract revenue and outstanding cash in the approximate amount of $900.00.
The Company and Syncro-Data closed the Proposed Transaction on June 30,
2001. Based upon review of a wide variety of factors considered in connection
with its evaluation of the sale of assets, the board of directors of the Company
believed that the sale of substantially all of the assets of the Company,
through consummation of the Share Purchase Agreement, would be fair to and in
the best interests of the Company and its shareholders.
Fiscal Year 2002
The Company terminated all development of its previous business
commensurate with the sale of the Company's wholly-owned subsidiary to
Syncro-Data on June 30, 2001, and ceased to actively market itself as a
technology-based company. Management of the Company undertook extensive research
relating to prospective new business endeavors resulting in the proposed
acquisition of GeneMax.
BOARD APPROVAL
Based upon review of a wide variety of factors considered in connection
with its evaluation of the proposed change in corporate name, the Board of
Directors of the Company believes that it would be in the best interests of the
Company and its shareholders to change the Company's name to "GeneMax Corp.".
The Board of Directors recommends approval of the amendment to the Articles of
Incorporation of the Company to effectuate a name change of the Company to
"GeneMax Corp" and each of the resolutions with respect thereto set forth in
Exhibit A hereto.
APPROVAL OF THE STOCK OPTION PLAN FOR KEY PERSONNEL OF THE COMPANY
On May 15, 2002, the Board of Directors of the Company unanimously approved
and adopted a stock option plan (the "Stock Option Plan"), which is attached
hereto as Exhibit C. The purpose of the Stock Option Plan is to advance the
interests of the Company and its shareholders by affording key personnel of the
Company an opportunity for investment in the Company and the incentive
advantages inherent in stock ownership in the Company. Pursuant to the
provisions of the Stock Option Plan, stock options (the "Stock Options") will 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.
The Stock Option Plan is to be administered by the Board of Directors of
the Company, which shall determine (i) the persons to be granted Stock Options
under the Stock Option Plan; (ii) the number of shares subject to each option,
the exercise price of each Stock Option; and (iii) whether the Stock Option
shall be exercisable at any time during the option period of ten (10) years or
whether the Stock Option shall be exercisable in installments or by vesting
only. The Stock Option Plan provides authorization to the Board of Directors to
grant Stock Options to purchase a total number of shares of common stock of the
Company, not to exceed twenty percent (20%) of the total issued and outstanding
shares of common stock of the Company as at the date of adoption by the Board of
Directors of the Stock Option Plan. At the time the Stock Option is granted
under the 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 is applicable to the Company.
In the event an optionee who is a director or officer of the Company ceases
to serve in that position, any Stock Option held by such optionee generally may
be exercisable within up to ninety (90) days after the effective date that his
position ceases, and after such ninety-day period any unexercised Stock Option
shall expire. In the event an optionee who is an employee or consultant of the
Company ceases to be employed by the Company, any Stock Option held by such
optionee generally may be exercisable within up to ninety (90) days (or up to
thirty (30) days where the optionee provided only investor relations services to
the Company) after the effective date that his employment ceases, and after such
ninety- or thirty-day period any unexercised Stock Option shall expire.
No Stock Options granted under the Stock Option Plan will be transfereable
by the optionee, and each Stock Option will be exercisable during the lifetime
of the optionee subject to the option period of ten (10) years or limitations
described above. Any Stock Option held by an optionee at the time of his death
may be exercised by his estate within one (1) year of his death or such longer
period as the Board of Directors may determine.
The exercise price of a Stock Option granted pursuant to the Stock Option
Plan shall be paid in cash or certified funds upon exercise of the option.
Incentive Stock Options
The Stock Option Plan further provides that, subject to the provisions of
the Stock Option Plan, the Board of Directors may grant to any key personnel of
the Company who is an employee eligible to receive options one or more incentive
stock options to purchase the number of shares of common stock allotted by the
Board of Directors (the "Incentive Stock Options"). The option price per share
of common stock deliverable upon the exercise of an Incentive Stock Option shall
be no less than fair market value of a share of common stock on the date of
grant of the Incentive Stock Option. In accordance with the terms of the Stock
Option Plan, "fair market value" of the Incentive Stock Option as of any date
shall not be less than the closing price for the shares of common stock on the
last trading day preceeding the date of grant. The option term of each Incentive
Stock Option shall be determined by the Board of Directors, which shall not
commence sooner than from the date of grant and shall terminate no later than
ten (10) years from the date of grant of the Incentive Stock Option, subject to
possible early termination as described above.
As of the date of this Information Statement, no Stock Options nor
Incentive Stock Options have been granted. Pursuant to the terms and provisions
of the Share Exchange Agreement, the Company will cause to be filed with the
Securities and Exchange Commission registration statements on "Form S-8 - For
Registration Under the Securities Act of 1933 of Securities to Be Offered to
Employees Pursuant to Employee Benefit Plans". It is intended that a S-8
registration statement will become effective registering Stock Options under the
Stock Option Plan. Upon approval by the shareholders of the Stock Option Plan,
the Board of Directors will be authorized, without further shareholder approval,
to grant such options from time to time to acquire up to an aggregate of
3,000,000 shares of the Company's restricted common stock.
BOARD APPROVAL
Based upon review of a wide variety of factors considered in connection
with its evaluation of the provisions and terms of the Stock Option Plan, the
Board of Directors of the Company believes that it would be in the best
interests of the Company and its shareholders to adopt the Stock Option Plan.
The Board of Directors recommends approval of the Stock Option Plan, the grant
of stock options under the Stock Option Plan Agreement, the grant of incentive
stock options under the Incentive Stock Option Plan Agreement, and approval of
each of the resolutions with respect thereto set forth in Exhibit A hereto.
APPROVAL OF A PROPOSED AMENDMENT
TO THE BYLAWS TO CHANGE THE NUMBER
OF DIRECTORS OF THE COMPANY
Due to the proposed acquisition of GeneMax, the Board of Directors has
determined that it will be in the best interests of the Company and its
shareholders to amend the Bylaws of the Company. The Board of Directors approved
a resolution to amend the Bylaws on May 15, 2001 to change the number of
directors to one (1) to fifteen (15). By approving this proposal, the
shareholders will authorize the Board of Directors to amend the Company's Bylaws
accordingly changing the text to:
"The number of directors of the Company shall consist of one (1) to
fifteen (15) persons".
Management expects formal implementation of the amendment to the bylaws as
soon as practicable after the effective date of the shareholder resolution.
ELECTION OF THREE (3) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY
The Company's directors are elected annually to serve until the next annual
meeting of shareholders or until their successors shall have been elected and
qualified. The nominees have advised the Company of their availability and
willingness to serve as a director of the Company.
INFORMATION CONCERNING NOMINEES
GRANT ATKINS has been the President, Secretary and Treasurer and a Director
of the Company since March 1, 2001. For the past six years, Mr. Atkins has been
self-employed as a financial and project coordination consultant to clients in
government and private industry. He has extensive multi-industry experience in
the fields of finance, administration and business development. For the past
four years, Mr. Atkins has been a director and the secretary for Intergold
Corporation, an OTC Bulletin Board company, for which he has provided
organization and controller duties since its formation. Mr. Atkins is also the
director and president for Vega-Atlantic Corporation, an OTC Bulletin Board
public company engaged in the exploration and development of gold and other
minerals within the United States and internationally, and Hadro Resources,
Inc., an OTC Bulletin Board public company engaged in oil and natural gas
exploration and development within the United States and internationally.
NORMAN J.R. MACKINNON has been nominated to be a director of the Company
and upon election as a director, Mr. MacKinnon will also become a disinterested
member of the Audit Committee. For the past fifteen years, Mr. MacKinnon has
been engaged in private practice with an accounting firm providing chartered
accountant services. He has extensive experience involving numerous private and
public companies, generally in the financial and taxation areas of practice, and
has served on the board of directors of numerous public companies trading on the
CDNX. During 1982 to 1984, Mr. MacKinnon served as the chief financial officer
of a television production syndicated company, Century II Productions, Inc.
During 1968 to 1972, Mr. MacKinnon served as the chief executive officer of
Imagination International, Ltd., a venture capital company. During 1965, Mr.
MacKinnon was the founder of his own accounting firm. Mr. MacKinnon served his
articles with Peat, Marwick, Mitchell (now "KPMG"). Mr. MacKinnon also served
seven years as a director of Crime Stoppers - Greater Vancouver in British
Columbia.
STEPHEN JEWETT has been nominated to be a director of the Company and upon
election as a director, Mr. Jewett will also become a disinterested member of
the Audit Committee. For the past fifteen years, Mr. Jewett has been engaged as
a chartered accountant providing accounting and tax related accounting services
and advice to clients, which have included public and private companies and
individuals within Canada and the United States. He has extensive experience
involving finance and tax related issues.
In the event the Share Purchase Agreement is consummated, it is intended
that the board of directors of the Company will subsequently nominate and
appoint the following persons as directors of the Company:
RONALD L. HANDFORD, B.A.Sc., M.B.A. is currently the president, chief
executive officer and a director of GeneMax Pharmaceuticals, Inc. Mr. Handford,
age 49, has over 28 years of international experience in business, finance and
leading public and private companies. He conducted the due diligence review of
the GeneMax technology acquisition, negotiated the key license, operating and
management contracts, prepared the business plan and arranged the private seed
capital with the assistance of the other members of the business team. Mr.
Handford was president and the chief executive officer of Ouro Brasil Ltd.,
which he took public on the Vancouver Stock Exchange in 1998, and Oro Argentina,
a private mineral exploration company, from 1996 - 1999. Mr. Handford is an
engineering graduate from the University of British Columbia with an MBA from
the University of Western Ontario. From 1993 - 1996, he was investment officer
at the International Finance Corporation, the private sector arm of the World
Bank, in Washington D.C. Before that he was a Vice President with Barclays Bank
in Toronto, responsible for their structured finance activities in Canada. He is
experienced in capital raising, as well as in building and administering public
and private companies.
Dr. WILDRED JEFFRIES, D.Phil. (Oxon) is currently a director and chief
scientist officer of GeneMax Pharmaceuticals, Inc. Dr. Jefferies is a Professor
of Medical Genetics, Microbiology and Immunology, and a member of the Biomedical
Research Centre and the Biotechnology Laboratory at the University of British
Columbia (http//www.brc.ubc.ca/facult/wilf/wilf.htm). He is the lead researcher
on the scientific discoveries that are the bases of GeneMax. Dr. Jeffries
received his D.Phil. from Oxford and was a post-doctoral research fellow at the
Karolinska Institute in Sweden and the Swiss Cancer Institute in Lausanne. His
current research foci at UBC are iron transport/metabolism and on antigen
processing. Dr. Jefferies was the founder of Synapse Technologies Inc. and was
instrumental in attracting all of the financing made to Synapse Technologies
Inc. He presently is retained as a director and consultant to that company. He
will guide the scientific development of the Company.
JAMES D. DAVIDSON, B.A., M.A., M.Litt., is currently the chief financial
officer/secretary and a director of GeneMax Pharmaceuticals, Inc. Mr. Davidson,
age 52, graduated from the University of Maryland and Pembroke College, Oxford
University. Mr. Davidson is a private investor and analyst. Among his business
affiliations, he founded Agora Publishing, The Hulbert Financial Digest, and
Strategic Investment, a private financial newsletter with a worldwide
circulation. Along with Lord Rees-Mogg, co-editor of Strategic Investment and
former editor of the Times of London, Davidson co-authored Blood in the Streets
(1987), The Great Reckoning (1991) and The Sovereign Individual (1997). He is
the author of the forthcoming in the Market. Davidson is also founder and
Chairman of the Grape Escape, and is a current or recent director of M-I
Vascular Innovations, Inc., New Paradigm Capital (Bermuda), Banco Comafi (Buenos
Aires), Cardlink Worldwide, Advanced Technology Holdings, BeHaveuristics,
Internet Transactions Transnational, Inc., Wharekauhau Holdings (Featherston,
New Zealand), Mariah Vision3 Entertainment, Plasmar S.A. (La Pax, Bolivia),
Anatolia Minerals, Pickering & Chatto Publishers (London), St. George's Trust
Company (Bermuda), Nanovation Technology, CyGene, Inc. and Martinborough
Vineyard (New Zealand). Mr. Davidson is also a director and Chairman Emeritus of
the National Taxpayers Union, and a director of the Davidson Family Foundation.
JULIA LEVY, Ph.D., is currently chairman of the board of GeneMax
Pharmaceuticals, Inc. Dr. Levy previously served in several key senior posts at
QLT Inc. including chief scientific officer and vice president prior to her
appointment as president and chief executive officer in 1995, a post she held
until early 2002. Under Dr. Levy's leadership, QLT recorded the strongest period
of growth in company history and has earned a reputation for achieving
milestones, including FDA approval for Visudyne TM therapy to treat age-related
macular degeneration (AMD), the leading cause of blindness in people over the
age of 50. Following her doctorate degree in immunology from the University of
London, Dr. Levy was awarded an Industrial Professorship in the Department of
Microbiology at the University of British Columbia. A Fellow of the Royal
Society of Canada and former President of the Canadian Federation of Biological
Sciences, Dr. Levy has earned numerous awards and honors including Female
Entrepreneur of the Year for International Business in 1998 by Canadian Business
magazine, Pacific Canada Entrepreneur of the Year in September 2000 and the
order of Canada in 2001. She is the author of many published scientific articles
and is a sought-after speaker.
CALVIN R. STILLER, M.D. F.R.C.P.(C), is currently a director of GeneMax
Pharmaceuticals, Inc. Dr. Stiller is a Professor of Medicine, University of
Western Ontario and co-Director of immunology at the John P. Robarts Research
Institute, London, Ontario. He has served on the Council and Executive of the
Medical Research Council of Canada, and served as President of the Canadian
Society of Nephrology. Dr. Stiller was the principal investigator of the
Canadian multi-center study that established cyclosporin in transplantation
medicine and led to its worldwide use as a therapeutic for transplant rejection.
Dr. Stiller is also an entrepreneur and business and co-founded two venture
capital funds, the Canadian Medical Discoveries Fund and the Canadian Science
and Technology Growth Fund. He was chairman and founder of Diversicare Corp.
(renamed Advocat (NYSE)), Chelsey Corporation, Oracle Network Corporation
(recently merged by Sykes Enterprises (NASDAQ). Dr. Stiller sits on the boards
of several companies and acts as a consultant to several multinational
corporations. Dr. Stiller was named as a Member of the Order of Canada in 1995
and in 1999 the Novartis/Calvin Stiller Chair in Xenotransplantation at the
University of Western Ontario was announced in his honor. In 1998 Dr. Stiller
was named by the Premier of the Province of Ontario as Chair of the Ontario
Research and Development Challenge Fund and to the Ontario Innovation Trust
which will provide up to $750 million in support for research and development
alliance between business and research institutions over the next ten years.
ALAN P. LINDSAY is currently a director of GeneMax Pharmaceuticals, Inc.
Mr. Lindsay, age 51, has an extensive backgrounds in business management,
marketing and finance. He is currently chairman and chief executive officer of
M-I Vascular Innovations, Inc., a private medical devices company developing a
novel laser-cut stent with drug delivery capability. He was previously chairman,
president and chief executive officer of Azco Mining Inc., an American Stock
Exchange listed company. Prior to being a founder of Azco in 1988, Mr. Lindsay
headed up and built a significant business and marketing organization for a
major international financial institution in Vancouver, British Columbia. Mr.
Lindsay has raised over $100 million of equity financing for private and public
companies over the last five years. Mr. Lindsay is a graduate of the M.L.I.
management development program.
As of the date of this Information Statement, no director or executive
officer of the Company is or has been involved in any legal proceeding
concerning (i) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (ii) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses) within the past five years; (iii)
being subject to any order, judgment or decree permanently or temporarily
enjoining, barring, suspending or otherwise limiting involvement in any type of
business, securities or banking activity; or (iv) being found by a court, the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law (and the
judgment has not been reversed, suspended or vacated).
BOARD APPROVAL
Based upon evaluation of the prospective nominees, the Board of Directors
of the Company believes that it would be in the best interests of the Company
and its shareholders to elect the nominees as directors of the Company. The
Board of Directors recommends election of the nominees as directors of the
Company and approval of each of the resolutions with respect thereto set forth
in Exhibit A.
RATIFICATION OF SELECTION OF
LABONTE & CO. AS INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY
On November 9, 2000, Ernst & Young LLP, the principal independent
accountant of the Company resigned due to a mutual understanding between
management of the Company and Ernst & Young LLP. On November 9, 2000, the board
of directors of the Company approved and authorized the engagement of LaBonte &
Co., Chartered Accountants, #1205 - 1095 West Pender Street, Vancouver, British
Columbia V6E 2M6 as the principal independent accountant for the Company.
During the Company's two most recent fiscal years and any subsequent
interim period preceding the resignation of Ernst & Young LLP, there were no
disagreements with Ernst & Young LLP nor LaBonte & Co. which were not resolved
on any matter concerning accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Ernst & Young LLP or LaBonte & Co., would have caused
either Ernst & Young LLP or Labonte & Co. to make reference to the subject
matter of the disagreements in connection with its respective reports. Neither
Ernst & Young LLP nor LaBonte & Co., as the Company's principal independent
accountant, provided an adverse opinion or disclaimer of opinion to the
Company's financial statements, nor modify its opinion as to uncertainty, audit
scope or accounting principles, except the respective reports for the year ended
December 31, 2000 and 2001 contained an explanatory paragraph describing
conditions that raise substantial doubt about the Company's ability to continue
as a going concern as described in note 1 to the consolidated financial
statements for the year ended December 31, 2001.
BOARD APPROVAL
The Board of Directors of the Company believes that it would be in the best
interests of the Company and its shareholders to ratify the selection of LaBonte
& Co. as independent public accountants of the Company. The Board of Directors
recommends ratification of LaBonte & Co. as independent public accountants of
the Company for fiscal year ending December 31, 2002 and approval of each of the
resolutions with respect thereto set forth in Exhibit A.
PROPOSALS BY SECURITY HOLDERS
The Board of Directors does not know of any matters that are to be
presented to the shareholders for their approval and consent pursuant to the
Written Consent of Shareholders other than those referred to in this Information
Statement. If any shareholder of the Company entitled to vote by written
authorization or consent has submitted to the Company a reasonable time before
the Information Statement is to be transmitted to shareholders a proposal, other
than elections to offices, such proposal must be received at the Company's
offices, 435 Martin Street, Suite 2000, Blaine, Washington 98230, Attention:
President, not later than July 8, 2002.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
One Information Statement will be delivered to multiple shareholders
sharing an address unless the Company receives contrary instructions from one or
more of the shareholders. Upon receipt of such notice, the Company will
undertake to deliver promptly a separate copy of the Information Statement to
the shareholder at a shared address to which a single copy of the documents was
delivered and provide instructions as to how the shareholder can notify the
Company that the shareholder wishes to receive a separate copy of an annual
report of Information Statement. In the event a shareholder desires to provide
such notice to the Company, such notice may be given verbally by telephoning the
Company's offices at (360.332.7734) or by mail to 435 Martin Street, Suite 2000,
Blaine, Washington 98230.
By Order of the Board of Directors
Grant Atkins, President
EXHIBIT A TO INFORMATION STATEMENT
WRITTEN CONSENT OF SHAREHOLDERS
Pursuant to Section 78.320 of the Nevada Revised Statutes, as amended,
which provides that any action required to be taken at a meeting of the
shareholders of a corporation may be taken without a meeting if, before or after
the action, a written consent setting forth the action so taken shall be signed
by the shareholders holding at least a majority of the voting power. The
undersigned, being ten (10) or less of the shareholders holding at least a
majority of the voting power of Eduverse.com, a Nevada corporation (the
"Corporation"), do hereby take, consent, affirm and approve the following
actions.
WHEREAS the board of directors of the Corporation at a special meeting held
on May 15, 2002 (the "Special Meeting") authorized and approved, subject to
shareholder approval, certain corporate actions, which the board of directors
deemed to be in the best interests of the Corporation and its shareholders;
WHEREAS the board of directors of the Corporation at the Special Meeting
further authorized and directed the submission to a limited number of
shareholders of the Corporation holding at least a majority of the voting power
the certain corporate actions to be approved and authorized by such shareholders
of the Corporation;
WHEREAS Section 78.320 of the Nevada Revised Statutes, as amended, provides
that any action required to be taken at a meeting of the shareholders of a
corporation may be taken without a meeting if, before or after the action, a
written consent setting forth the action so taken shall be signed by the
shareholders holding at least a majority of the voting power;
WHEREAS the shareholders who have signed this Written Consent of
Shareholders dated to be effective as of July 15, 2002 are shareholders of
record as of May 27, 2002, and hold shares in excess of a majority of the
Corporation's issued and outstanding shares of Common Stock.
WHEREAS such shareholders have been fully apprised and informed of the
nature of the certain corporate actions and have concluded that approval and
authorization of such corporate actions would be beneficial to the Corporation
and in the best interests of its shareholders; therefore, be it
I
Approval of Share Exchange Agreement, Related Conversion
of Loan to Equity by the Company in GeneMax, and
Resulting Change in Control of the Company.
RESOLVED, that, subject to regulatory approval and in compliance with
the policies of the applicable stock exchange, the filing and form of which
is at the sole and absolute discretion of the Board of Directors of the
Company, the shareholders of the Company who have signed this Written
Consent of Shareholders do hereby approve and ratify the entering into and
completion by the Company of the terms and conditions of that certain share
exchange agreement dated May 9, 2002, and any and all amendments thereto
(collectively, the "Share Exchange Agreement") among the Company, GeneMax
Pharmaceuticals Inc. ("GeneMax"), the shareholders of GeneMax and Investor
Communications International, Inc. ("ICI"), and pursuant to which the
Company has agreed to purchase all of the issued and outstanding shares of
GeneMax from the shareholders in exchange for the issuance by the Company
of an aggregate of 11,231,965 shares of restricted common stock to such
shareholders of GeneMax on the basis as set forth and more particularly
described in a certain Schedule "A", a copy of which Share Exchange
Agreement is available for inspection by the shareholders of the Company at
its principal office or by requesting same;
FURTHER RESOLVED that, subject to regulatory approval and in
compliance with the policies of the applicable stock exchange, the filing
and form of which is at the sole and absolute discretion of the Board of
Directors of the Company, the shareholders of the Company who have signed
this Written Consent of Shareholders do hereby approve and ratify, in
accordance with the terms and conditions of the Share Exchange Agreement,
the related secured and convertible loan agreement, and any and all
amendments thereto (collectively, the "Loan Agreement") to be dated for
reference June 19, 2002 and to be entered into among the Company, GeneMax
and certain principals of GeneMax as guarantors, and pursuant to which the
Company therein agreed to advance, by way of a secured loan(s)
(collectively, the "Loan"), to GeneMax the aggregate principal sum of
$250,000 (collectively, the "Principal Sum"), that should the acquisition
of GeneMax be terminated for any reason whatsoever, and should there be at
such time any portion of the Principal Sum, interest or any other sum
outstanding under the Loan as contemplated therein (collectively, the
"Outstanding Indebtedness"), then the Company will have the exclusive right
and option, in its sole and absolute discretion and for a period of 30
calendar days after such termination, to elect to either (a) demand
repayment of such Outstanding Indebtedness on a 30-calendar days' basis
and, thereupon and if required, realize upon any of the security granted to
the Company under such Loan, or (b) have such Outstanding Indebtedness
converted to such pro rata and non-dilutive participating and voting
interest in and to GeneMax which is then equivalent to that percentage
which is equivalent to 76% multiplied by the fraction which has, as its
numerator, the Outstanding Indebtedness, and which has, as its denominator,
$250,000, of the resulting issued and outstanding participating and voting
common shares of GeneMax (each being an "Equity Interest Conversion"); and,
furthermore, that the Board of Directors of the Company is authorized, in
its sole and absolute discretion, to abandon or alter any provision of the
Loan Agreement and/or to acquire any portion of any proposed Equity
Interest Conversion in and to GeneMax and in respect of any Outstanding
Indebtedness at any time without the further approval of the shareholders
of the Company;
FURTHER RESOLVED that the shareholders of the Company who have signed
this Written Consent of Shareholders approve any possible and resulting
effective change in control of the Company resulting from the completion of
each of the transactions contemplated by the Share Exchange Agreement and
the acquisition of GeneMax; and, furthermore, that the Board of Directors
of the Company is authorized, in its sole and absolute discretion, to
abandon or alter any portion of the proposed acquisition of GeneMax
including, but not limited to, the Share Exchange Agreement, at any time
without the further approval of the shareholders of the Company.
II
Approval of an Amendment to the Articles of
Incorporation of the Company to Effectuate a Change
in Name of the Company to "GeneMax Corp."
RESOLVED that, subject to regulatory approval and in compliance with
the policies of the applicable stock exchange, the filing and form of which
is at the sole and absolute discretion of the Board of Directors of the
Company, the shareholders of the Company who have signed this Written
Consent of Shareholders approve the filing of an amendment to the Articles
of Incorporation of the Company to effectuate a change in the name of the
Company from Eduverse.com to "GeneMax Corp." or to such other name as may
approved by the Board of Directors of the Company, in its sole and absolute
discretion, and as is acceptable with the appropriate regulatory
authorities (the "Name Change"); and, furthermore, that the Board of
Directors of the Company is authorized, in its sole and absolute
discretion, to abandon or alter any portion of the proposed Name Change at
any time without the further approval of the shareholders of the Company;
and
FURTHER RESOLVED that an amendment to the Articles of Incorporation of
the Company to effectuate a change in name of the Company to "GeneMax
Corp." be and hereby is approved, and that such amendment to the Articles
of Incorporation be filed with the Nevada Secretary of State as soon as
practicable after consummation of the Share Exchange Agreement.
III
Approval of the Stock Option Plan for Key Personnel Of the Company
RESOLVED that, subject to regulatory approval and in compliance with
the policies of the applicable stock exchange, the filing and form of which
is at the sole and absolute discretion of the Board of Directors of the
Company, the shareholders of the Company who have signed this Written
Consent of Shareholders do hereby approve and ratify the adoption of the
2002 Qualified Stock Option Plan (the "Stock Option Plan") for the Company
(a) to fix the maximum number of common shares for which options may be
granted under the Stock Option Plan not to exceed 20% of the issued and
outstanding shares of common stock of the Company as at the date of
adoption of this Stock Option Plan by the Board of Directors, (b) to
specify that the exercise price for any option granted under the Stock
Option Plan may not be less than the fair market value of the applicable
common shares on the date of grant, (c) to specify that the options issued
pursuant to the Stock Option Plan are non-transferable and (d) to specify
that in no event may the maximum number of shares reserved for any one
individual under the Stock Option Plan exceed 5% of the issued and
outstanding share capital of the Company; all on the basis as set forth in
the Stock Option Plan and related Stock Option Plan Agreement, Incentive
Stock Option Plan Agreement and Vesting Stock Option Plan Agreement, copies
of which are attached to this Information Statement and are available for
inspection by the shareholders of the Company; and, furthermore, that the
Board of Directors of the Company is authorized, in its sole and absolute
discretion, to abandon or alter any portion of the proposed Stock Option
Plan at any time without the further approval of the shareholders of the
Company;
FURTHER RESOLVED that, subject to regulatory approval and in
compliance with the policies of the applicable stock exchange, the filing
and form of which is at the sole and absolute discretion of the Board of
Directors of the Company, the shareholders of the Company who have signed
this Written Consent of Shareholders do hereby approve the Company's grant
of stock options and/or incentive stock options (which options may have
special rights attached to them) to such key personnel of the Company
during the ensuing year and at such prices and in such amounts as may be
determined by the Board of Directors of the Company, in its sole and
absolute discretion, and as are acceptable with the appropriate regulatory
authorities and, in addition, approve the exercise of any such or
outstanding stock options and/or incentive stock options by such key
personnel of the Company together with any amendment or amendments to any
such stock option plan agreement and incentive stock option plan agreement
at such prices and in such amounts as may be determined by the Board of
Directors of the Company, in its sole and absolute discretion, and as are
acceptable with the appropriate regulatory authorities (collectively, the
"Stock Option Approvals"); and, furthermore, that the Board of Directors of
the Company are authorized, in its sole and absolute discretion, to abandon
or alter any portion of the proposed Stock Option Approvals at any time
without the further approval of the shareholders of the Company; and
FURTHER RESOLVED that, subject to subject to regulatory approval and
in compliance with the policies of the applicable stock exchange, the
filing and form of which is at the sole and absolute discretion of the
Board of Directors of the Company, the shareholders of the Company who have
signed this Written Consent of Shareholders, do hereby approve the
preparation of and filing with the Securities and Exchange Commission a
"Form S-8 - For Registration Under the Securities Act of 1933 of Securities
to Be Offered to Employees Pursuant to Employee Benefit Plans".
IV
Approval of the Amendment to the Bylaws
Of the Company to Change the Number of Directors
To Consist of One (1) to Fifteen (15)
RESOLVED that, subject to regulatory approval and in compliance with
the policies of the applicable stock exchange, the filing and form of which
is at the sole and absolute discretion of the Board of Directors of the
Company, the shareholders of the Company who have signed this Written
Consent of Shareholders, do hereby approve of the amendment to the Bylaws
of the Company to effectuate a change in the number of directors of the
Company; and, furthermore, that the Board of Directors of the Company is
authorized, in its sole and absolute discretion, to abandon the proposed
amendment to the Bylaws if deemed necessary; and
FURTHER RESOLVED that an amendment to the Bylaws of the Company to
effectuate a change in the number of directors to consist of one (1) to
fifteen (15) be and hereby is approved.
V
APPROVAL OF THE ELECTION OF THREE (3) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY
RESOLVED that, subject to regulatory approval and in compliance with
the policies of the applicable stock exchange, the filing and form of which
is at the sole and absolute discretion of the Board of Directors of the
Company, the shareholders of the Company who have signed this Written
Consent of Shareholders, do hereby elect and approve the election of the
following individuals to serve as directors of the Company until the next
annual meeting of shareholders or until his respective successor shall have
been duly elected and qualified:
Grant Atkins
Norman J.R. MacKinnon, and
Stephen Jewett.
VI
Ratification of LABONTE & CO. as Independent
Public Accountants of the Company
RESOLVED that, subject to regulatory approval and in compliance with
the policies of the applicable stock exchange, the filing and form of which
is at the sole and absolute discretion of the Board of Directors of the
Company, the shareholders of the Company who have signed this Written
Consent of Shareholders, do hereby approve and ratify the selection of
LaBonte & Co. as the independent public accountants for the Company for
fiscal year ending December 31, 2002.
EXECUTED to be effective as of the 15th day of July, 2002.
SHAREHOLDERS:
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Number of Shares Held of Record
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EXHIBIT B
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
EDUVERSE.COM
"I, the undersigned Grant Atkins, President of Eduverse.com, does hereby
certify that the Board of Directors of said corporation at a meeting duly
convened held on the 15th day of May, 2002, adopted a resolution to amend the
original articles as follows:
A. ARTICLE I
The name of the Corporation (hereinafter called the corporation) is
Eduverse.com.
Article I is hereby amended to read as follows:
The name of the corporation (hereinafter called the corporation) is GeneMax
Corp.
The number of shares of the Corporation issued and outstanding and entitled to
vote on an amendment to the Articles of Incorporation as of May 15, 2002 is
Three Million (3,000,000) common $0.001 par value stock, that the said change
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
IN WITNESS WHEREOF, Eduverse.com has caused these presents to be signed in
its name and on its behalf by Grant Atkins, its President, and its corporate
seal to be hereunder affixed, on this __ day of _________, 2002, and its
President acknowledges that this Certificate of Amendment is the act and deed of
Eduverse.com and, under the penalties of perjury, that the matters and facts set
forth herein with respect to authorization and approval are true in all material
respects to the best of his knowledge, information and belief.
EDUVERSE.COM
By:____________________________
Grant Atkins, President"
EXHIBIT C
STOCK OPTION PLAN
EDUVERSE.COM
STOCK OPTION PLAN
This stock option plan (the "Plan") is adopted in consideration of services
rendered and to be rendered by key personnel to Eduverse.com (changing its name
to "GeneMax Corp."), its subsidiaries and affiliates.
1. Definitions.
The terms used in this Plan shall, unless otherwise indicated or required
by the particular context, have the following meanings:
Board: The Board of Directors of Eduverse.com (changing
its name to "GeneMax Corp.").
Common Stock: The U.S. $0.001 par value common stock of
Eduverse.com (changing its name to "GeneMax Corp.").
Company: Eduverse.com (changing its name to "GeneMax Corp."),
a corporation incorporated under the laws of the
State of Nevada, U.S.A., and any successors in
interest by merger, operation of law, assignment or
purchase of all or substantially all of the
property, assets or business of the Company.
Date of Grant: The date on which an Option (see hereinbelow) is
granted under the Plan.
Fair Market Value: The Fair Market Value of the Option Shares. Such
Fair Market Value as of any date shall be reasonably
determined by the Board; provided, however, that if
there is a public market for the Common Stock, the
Fair Market Value of the Option Shares as of any
date shall not be less than the closing price for
the Common Stock on the last trading day preceding
the date of grant; provided, further, that if the
Company's shares are not listed on any exchange the
Fair Market Value of such shares shall not be less
than the average of the means between the bid and
asked prices quoted on each such date by any two
independent persons or entities making a market for
the Common Stock, such persons or entities to be
selected by the Board. Fair Market Value shall be
determined without regard to any restriction other
than a restriction which, by its terms, will never
lapse.
Incentive Stock
Option: An Option as described in Section 9 hereinbelow
intended to qualify under section 422 of the United
States Internal Revenue Code of 1986, as amended.
Insider: Means: (i) every Director or Senior Officer of the
Company; (ii) every director or senior officer of a
company that is itself an insider or subsidiary of
the Company; (iii) any person or company who
beneficially owns, directly or indirectly, voting
securities of the Company or who exercises control
or direction over voting securities of the Company
or a combination of both carrying more than 10% of
the voting rights attached to all voting securities
of the Company for the time being outstanding other
than voting securities held by the person or company
as underwriter in the course of a distribution; or
(iv) the Company where it has purchased, redeemed or
otherwise acquired any of its securities, for so
long as it holds any of its securities.
Key Person: A person designated by the Board upon whose
judgment, initiative and efforts the Company or a
Related Company may rely, who shall include any
Director, Officer, employee or consultant of the
Company. A Key Person may include a corporation that
is wholly-owned and controlled by a Key Person who
is eligible for an Option grant, but in no other
case may the Company grant an option to a legal
entity other than an individual.
Option: The rights granted to a Key Person to purchase
Common Stock pursuant to the terms and conditions of
an Option Agreement (see hereinbelow).
Option Agreement: The written agreement (and any amendment or
supplement thereto) between the Company and a Key
Person designating the terms and conditions of an
Option.
Option Shares: The shares of Common Stock underlying an Option
granted to a Key Person.
Optionee: A Key Person who has been granted an Option.
Related Company: Any subsidiary or affiliate of the Company or of any
subsidiary of the Company. The determination of
whether a corporation is a Related Company shall be
made without regard to whether the entity or the
relationship between the entity and the Company now
exists or comes into existence hereafter.
2. Purpose and Scope.
(a) The purpose of the Plan is to advance the interests of the Company and
its stockholders by affording Key Persons, upon whose judgment,
initiative and efforts the Company may rely for the successful conduct
of their businesses an opportunity for investment in the Company and
the incentive advantages inherent in stock ownership in the Company.
(b) This Plan authorizes the Board to grant Options to purchase shares of
Common Stock to Key Persons selected by the Board while considering
criteria such as employment position or other relationship with the
Company, duties and responsibilities, ability, productivity, length of
service or association, morale, interest in the Company,
recommendations by supervisors and other matters.
3. Administration of the Plan.
The Plan shall be administered by the Board. The Board shall have the
authority granted to it under this section and under each other section of the
Plan.
In accordance with and subject to the provisions of the Plan, the Board is
hereby authorized to provide for the granting, vesting, exercise and method of
exercise of any Options all on such terms (which may vary between Options and
Optionees granted from time to time) as the Board shall determine. In addition,
and without limiting the generality of the foregoing, the Board shall select the
Optionees and shall determine: (i) the number of shares of Common Stock to be
subject to each Option, however, in no event may the maximum number of shares
reserved for any one individual exceed 5% of the issued and outstanding share
capital of the Company; (ii) the time at which each Option is to be granted;
(iii) the purchase price for the Option Shares; (iv) the Option period; and (v)
the manner in which the Option becomes exercisable or terminated. In addition,
the Board shall fix such other terms of each Option as it may deem necessary or
desirable. The Board may determine the form of Option Agreement to evidence each
Option.
The Board from time to time may adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the best
interests of the Company subject to the rules and policies of any exchange or
over-the-counter market which is applicable to the Company.
The Board may from time to time make such changes in and additions to the
Plan as it may deem proper, subject to the prior approval of any exchange or
over-the-counter market which is applicable to the Company, and in the best
interests of the Company; provided, however, that no such change or addition
shall impair any Option previously granted under the Plan. If the shares are not
listed on any exchange, then such approval is not necessary.
Each determination, interpretation or other action made or taken by the
Board shall be final, conclusive and binding on all persons, including without
limitation, the Company, the stockholders, directors, officers and employees of
the Company and the Related Companies, and the Optionees and their respective
successors in interest.
4. The Common Stock.
The Board is authorized to appropriate, grant Options, issue and sell for
the purposes of the Plan, a total number of shares of the Company's Common Stock
not to exceed o {20% of the issued and outstanding shares of Common Stock of the
Company as at the date of the adoption of this Plan by the Company's
shareholders}, or the number and kind of shares of Common Stock or other
securities which in accordance with Section 10 shall be substituted for the
shares or into which such shares shall be adjusted. In this regard, and subject
to the prior disinterested approval of the shareholders of the Company at any
duly called meeting of the shareholders of the Company, the total number of
shares of the Company's Common Stock which may be reserved for issuance for
Options granted and to be granted under this Plan, from time to time, may be
increased on an annual basis and to the maximum extent of 20% of the Company's
issued and outstanding Common Stock as at the date of notice of any such meeting
of the shareholders of the Company whereat such disinterested shareholders'
approval is sought and obtained by the Company. All or any unissued shares
subject to an Option that for any reason expires or otherwise terminates may
again be made subject to Options under the Plan.
5. Eligibility.
Options will be granted only to Key Persons. Key Persons may hold more than
one Option under the Plan and may hold Options under the Plan and options
granted pursuant to other plans or otherwise.
At no time, however, may Options under the Plan, together with all of the
Company's previously established or proposed share compensation arrangements,
result, at any time, in:
(a) the number of Optioned Shares reserved for issuance pursuant to the
Plan under Options granted to Insiders exceed 10% of the outstanding
shares of Common Stock;
(b) the issuance to Insiders, within a one-year period, of Options
pursuant to the Plan for which the number of Optioned Shares exceed
10% of the outstanding shares of Common Stock; or
(c) the issuance to any one Insider, and to such Insider's associates,
within a one-year period, of Options pursuant to the Plan for which
the number of Optioned Shares exceed 5% of the outstanding shares of
Common Stock.
For the purposes of the foregoing restrictions respecting Insiders of the
Company, the "outstanding shares of Common Stock" will be determined on the
basis of the number of shares of Common Stock that are outstanding immediately
prior to the Option grant in issue, excluding shares issued pursuant to share
compensation arrangements over the preceding one-year period, and, in addition,
an entitlement for Options granted to an Insider prior to such Insider becoming
an Insider may be excluded in determining the number of Optioned Shares issuable
to all Insiders of the Company.
6. Option Price and Number of Option Shares.
The Board shall, at the time an Option is granted under this Plan, fix and
determine the exercise price at which Option Shares may be acquired upon the
exercise of such Option; provided, however, that any such exercise price shall
not be less than that, from time to time, permitted under the rules and policies
of any exchange or over-the-counter market which is applicable to the Company.
The number of Option Shares that may be acquired under an Option granted to
an Optionee under this Plan shall be determined by the Board as at the time the
Option is granted; provided, however, that the aggregate number of Option Shares
reserved for issuance to any one Optionee under this Plan, or any other plan of
the Company, shall not exceed 5% of the total number of issued and outstanding
Common Stock of the Company.
7. Duration, Vesting and Exercise of Options.
(a) The option period shall commence on the Date of Grant and shall be up
to 10 years in length subject to the limitations in this Section 7 and
the Option Agreement.
(b) During the lifetime of the Optionee the Option shall be exercisable
only by the Optionee. Subject to the limitations in paragraph (a)
hereinabove, any Option held by an Optionee at the time of his death
may be exercised by his estate within one year of his death or such
longer period as the Board may determine.
(c) The Board may determine whether an Option shall be exercisable at any
time during the option period as provided in paragraph (a) of this
Section 7 or whether the Option shall be exercisable in installments
or by vesting only. If the Board determines the latter it shall
determine the number of installments or vesting provisions and the
percentage of the Option exercisable at each installment or vesting
date. In addition, all such installments or vesting shall be
cumulative. In this regard the Company will be subject, at all times,
to any rules and policies of any exchange or over-the-counter market
which is applicable to the Company and respecting any such required
installment or vesting provisions for certain or all Optionees.
(d) In the case of an Optionee who is a director or officer of the Company
or a Related Company, if, for any reason (other than death or removal
by the Company or a Related Company), the Optionee ceases to serve in
that position for either the Company or a Related Company, any option
held by the Optionee at the time such position ceases or terminates
may, at the sole discretion of the Board, be exercised within up to 90
days after the effective date that his position ceases or terminates
(subject to the limitations at paragraph (a) hereinabove), but only to
the extent that the option was exercisable according to its terms on
the date the Optionee's position ceased or terminated. After such
90-day period any unexercised portion of an Option shall expire.
(e) In the case of an Optionee who is an employee or consultant of the
Company or a Related Company, if, for any reason (other than death or
termination for cause by the Company or a Related Company), the
Optionee ceases to be employed by either the Company or a Related
Company, any option held by the Optionee at the time his employment
ceases or terminates may, at the sole discretion of the Board, be
exercised within up to 90 days (or up to 30 days where the Optionee
provided only investor relations services to the Company or a Related
Company) after the effective date that his employment ceased or
terminated (that being up to 90 days (or up to 30 days) from the date
that, having previously provided to or received from the Company a
notice of such cessation or termination, as the case may be, the
cessation or termination becomes effective; and subject to the
limitations at paragraph (a) hereinabove), but only to the extent that
the option was exercisable according to its terms on the date the
Optionee's employment ceased or terminated. After such 90-day (or
30-day) period any unexercised portion of an Option shall expire.
(f) In the case of an Optionee who is an employee or consultant of the
Company or a Related Company, if the Optionee's employment by the
Company or a Related Company ceases due to the Company's termination
of such Optionee's employment for cause, any unexercised portion of
any Option held by the Optionee shall immediately expire. For this
purpose "cause" shall mean conviction of a felony or continued
failure, after notice, by the Optionee to perform fully and adequately
the Optionee's duties.
(g) Neither the selection of any Key Person as an Optionee nor the
granting of an Option to any Optionee under this Plan shall confer
upon the Optionee any right to continue as a director, officer,
employee or consultant of the Company or a Related Company, as the
case may be, or be construed as a guarantee that the Optionee will
continue as a director, officer, employee or consultant of the Company
or a Related Company, as the case may be.
(h) Each Option shall be exercised in whole or in part by delivering to
the office of the Treasurer of the Company written notice of the
number of shares with respect to which the Option is to be exercised
and by paying in full the purchase price for the Option Shares
purchased as set forth in Section 8.
8. Payment for Option Shares.
In the case of all Option exercises, the purchase price shall be paid in
cash or certified funds upon exercise of the Option.
9. Incentive Stock Options.
(a) The Board may, from time to time, and subject to the provisions of
this Plan and such other terms and conditions as the Board may
prescribe, grant to any Key Person who is an employee eligible to
receive Options one or more Incentive Stock Options to purchase the
number of shares of Common Stock allotted by the Board.
(b) The Option price per share of Common Stock deliverable upon the
exercise of an Incentive Stock Option shall be no less than the Fair
Market Value of a share of Common Stock on the Date of Grant of the
Incentive Stock Option.
(c) The Option term of each Incentive Stock Option shall be determined by
the Board and shall be set forth in the Option Agreement, provided
that the Option term shall commence no sooner than from the Date of
Grant and shall terminate no later than 10 years from the Date of
Grant and shall be subject to possible early termination as set forth
in Section 7 hereinabove.
10. Change in Stock, Adjustments, Etc.
In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders which are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or, if further changes or exchanges
of any stock or other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, shall be made (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan, the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders which are not changed or exchanged) shall be so changed or for
which each outstanding share of Common Stock (other than shares held by
dissenting stockholders) shall be so changed or for which each such share shall
be exchanged. Any securities so substituted shall be subject to similar
successive adjustments.
In the event of any such changes or exchanges, the Board shall determine
whether, in order to prevent dilution or enlargement of rights, an adjustment
should be made in the number, kind, or option price of the shares or other
securities then subject to an Option or Options granted pursuant to the Plan and
the Board shall make any such adjustment, and such adjustments shall be made and
shall be effective and binding for all purposes of the Plan.
11. Relationship of Employment.
Nothing contained in the Plan, or in any Option granted pursuant to the
Plan, shall confer upon any Optionee any right with respect to employment by the
Company, or interfere in any way with the right of the Company to terminate the
Optionee's employment or services at any time.
12. Non-transferability of Option.
No Option granted under the Plan shall be transferable by the Optionee,
either voluntarily or involuntarily, except by will or the laws of descent and
distribution, and any attempt to do so shall be null and void.
13. Rights as a Stockholder.
No person shall have any rights as a stockholder with respect to any share
covered by an Option until that person shall become the holder of record of such
share and, except as provided in Section 10, no adjustments shall be made for
dividends or other distributions or other rights as to which there is an earlier
record date.
14. Securities Laws Requirements.
No Option Shares shall be issued unless and until, in the opinion of the
Company, any applicable registration requirements of the United States
Securities Act of 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, have been fully complied with. Each Option and each
Option Share certificate may be imprinted with legends reflecting federal and
state securities laws restrictions and conditions, and the Company may comply
therewith and issue "stop transfer" instructions to its transfer agent and
registrar in good faith without liability.
15. Disposition of Shares.
Each Optionee, as a condition of exercise, shall represent, warrant and
agree, in a form of written certificate approved by the Company, as follows: (i)
that all Option Shares are being acquired solely for his own account and not on
behalf of any other person or entity; (ii) that no Option Shares will be sold or
otherwise distributed in violation of the United States Securities Act of 1933,
as amended, or any other applicable federal or state securities laws; (iii) that
if he is subject to reporting requirements under Section 16(a) of the United
States Securities Exchange Act of 1934, as amended, he will (a) furnish the
Company with a copy of each Form 4 filed by him and (b) timely file all reports
required under the federal securities laws; and (iv) that he will report all
sales of Option Shares to the Company in writing on a form prescribed by the
Company.
16. Effective Date of Plan; Termination Date of Plan.
The Plan shall be deemed effective as of July __, 2002. The Plan shall
terminate at midnight on July __, 2012 except as to Options previously granted
and outstanding under the Plan at the time. No Options shall be granted after
the date on which the Plan terminates. The Plan may be abandoned or terminated
at any earlier time by the Board, except with respect to any Options then
outstanding under the Plan.
17. Other Provisions.
The following provisions are also in effect under the Plan:
(a) the use of a masculine gender in the Plan shall also include within
its meaning the feminine, and the singular may include the plural, and
the plural may include the singular, unless the context clearly
indicates to the contrary;
(b) any expenses of administering the Plan shall be borne by the Company;
(c) this Plan shall be construed to be in addition to any and all other
compensation plans or programs. The adoption of the Plan by the Board
shall not be construed as creating any limitations on the power or
authority of the Board to adopt such other additional incentive or
other compensation arrangements as the Board may deem necessary or
desirable; and
(d) the validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and the rights of any
and all personnel having or claiming to have an interest therein or
thereunder shall be governed by and determined exclusively and solely
in accordance with the laws of the State of Nevada, U.S.A..
This Plan is dated and made effective as approved by the shareholders of
the Company on this o day of July, 2002.
BY ORDER OF THE BOARD OF DIRECTORS OF
EDUVERSE.COM
(changing its name to "GENEMAX CORP.")
Per:
"Grant Atkins"
Grant Atkins
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President and a Director
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