SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
GENEMAX CORP.
(Name of Issuer)
Common Stock -- par value $0.001
(Title of Class of Securities)
281649103
(CUSIP Number)
Diane D. Dalmy, Esq.
8965 W. Cornell Place
Lakewood, Colorado 80227
303.985.9324
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 2002
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d- 7(b)for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 281649103 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON: James D. Davidson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
1,265,000 Shares of Common Stock, of which
250,000 shares of Common Stock are held by
each of Mr. Davidson's two minor children,
respectively, over which he has sole voting
power.
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 1,265,000 Shares of Common Stock, of which
WITH 250,000 shares of Common Stock are held by
each of Mr. Davidson's two minor children,
respectively, over which he has sole
dispositive power.
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,265,000 Shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.69%
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14 TYPE OF REPORTING PERSON IN
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
James D. Davidson, an individual ("Davidson") as the reporting person hereunder,
relative to the acquisition by Davidson of certain shares of common stock issued
by GeneMax Corp., formerly known as Eduverse.Com. Davidson has not made any
previous filings on Schedule 13D relating to this acquisition or issuer.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the voting common stock, $0.001 par value, of
GeneMax Corp., formerly known as Eduverse.com ("GeneMax"). GeneMax maintains its
principal executive offices at 435 Martin Street, Suite 2000, Blaine, Washington
98230.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by James D. Davidson, an individual and
citizen of the United States of America. The business address of Davidson is 321
S. St. Asaph Street, Alexandria, Virginia 22314.
Pursuant to General Instruction C of Schedule 13D, Davidson (the
"Instruction C Person") and the information specified in items (a) through (f)
of Item 2 with respect to such Instruction C Person, are as follows:
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Name Position with Business Address
GeneMax Corp.
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James D. Davidson Director and Chief 321 S. St. Asaph
Financial Officer/ Alexandria, VIR
Secretary 22314
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Davidson has the sole right to control the disposition of and vote the
GeneMax securities acquired.
During the last five (5) years, no Instruction C Person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction or become subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the execution of a share exchange agreement among Eduverse.com, GeneMax
Pharmaceuticals Inc., the shareholders of GeneMax Pharmaceuticals Inc. and
Investor Communications International, Inc. dated May 9, 2002 to be effective
July 15, 2002 (the "Share Exchange Agreement"), 765,000 shares of restricted
common stock of Eduverse.com were issued to Davidson and 250,000 shares of
restricted common stock of Eduverse.com were issued to each of Davidson's two
minor children, respectively. The consideration for the securities of
Eduverse.com was was the exchange of shares of common stock in GeneMax
Pharmaceuticals Inc. held by Davidson and his two minor children, respectively,
for the shares of common stock of Eduverse.com.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of engaging
in a private placement of the shares of common stock of GeneMax as follows:
(a) On May 9, 2002, to be effective July 15, 2002, Eduverse.com (now known
as GeneMax Corp.), the shareholders of GeneMax Pharmaceuticals (the "GeneMax
Shareholders"), GeneMax Pharmaceuticals Inc., a Delaware corporation and
Investor Communications International, Inc., a Washington corporation ("ICI")
entered into a share exchange agreement (the "Share Exchange Agreement").
On May 9, 2002, the Board of Directors approved and authorized execution of
the Share Exchange Agreement. The Board of Directors further authorized and
directed the filing with the Securities and Exchange Commission and subsequent
distribution to ten or less shareholders of Eduverse.com who held of record as
of May 27, 2002 at least a majority of the issued and outstanding shares of
Common Stock, an Information Statement pursuant to Section 14(c) of the
Securities Exchange Act of 1934, as amended, for approval of certain corporate
actions.
On July 15, 2002, a Written Consent of Shareholders was executed pursuant
to which the shareholders of Eduverse.com (i) approved the Share Exchange
Agreement, related conversion of loan to equity interest by Eduverse.com in
GeneMax Pharmaceuticals Inc., and resulting change in control of Eduverse.com;
(ii) approved an amendment to the Articles of Incorporation to effectuate a
change in the corporate name to "GeneMax Corp."; (iii) approved a 2002 stock
option plan for key personnel; (iv) approved an amendment to the bylaws to
change the number of directors to consist of one (1) to fifteen (15); (v)
elected three persons to serve as directors of GeneMax until the next annual
meeting of the shareholders or until their successor has been elected and
qualified; and (vi) ratified the election of LaBonte & Co. as independent public
accountants for fiscal year ending December 31, 2002.
In accordance with the terms of the Share Exchange Agreement, the sole
business operations of GeneMax Corp. will be in the biotechnology industry.
Pursuant to the terms of the Share Exchange Agreement, the name "Eduverse.com"
was changed to "GeneMax Corp." and, effective July 15, 2002, trading symbol
under the OTC Bulletin Board for its shares of Common Stock has been changed to
"GMXX".
(b) Pursuant to the terms of the Share Exchange Agreement, GeneMax is in
the process of acquiring from the GeneMax Shareholders up to one hundred percent
(100%) of the issued and outstanding shares of common stock of GeneMax
Pharmaceuticals. The terms of the Share Exchange Agreement require the Company
to issue shares of its restricted common stock as follows: (i) up to 6,744,964
shares of restricted Common Stock to the GeneMax Shareholders in proportion to
their respective holdings in GeneMax Pharmaceuticals; (ii) up to 4,487,001
shares of restricted Common Stock to B.C. shareholders of GeneMax
Pharmaceuticals Inc. pursuant to the terms of a Takeover Bid Circular dated July
8, 2002; (iii) up to 188,154 shares of restricted Common Stock to certain
creditors of GeneMax Pharmaceuticals pursuant to the terms of certain debt
settlement agreements; and (iv) 200,000 shares of restricted Common Stock as a
finders' fee pursuant to the terms of the Share Exchange Agreement.
(c) As of July 15, 2002, GeneMax issued to Davidson an aggregate of
1,265,000 shares of restricted common stock. Davidson acknowledged that the
securities to be issued have not been registered under the 1933 Securities Act
and that he understood the economic risk of an investment in the securities.
Pursuant to the instructions for items (a) through (j) of Item 4, Davidson
has plans as follows:
(a) As set forth in Item 3 of this Schedule, Davidson has acquired
1,265,000 shares of restricted common stock of Eduverse. Davidson may
consider the acquisition of additional securities of GeneMax pursuant
to a Directors' Circular issued by the board of directors of GeneMax
Pharmaceuticals Inc. in connection with the offer dated July 8, 2002
by GeneMax to purchase 4,487,001 of the issued and outstanding shares
of common stock (collectively, the "GeneMax Pharmaceutical Shares") of
GeneMax Pharmaceuticals Inc. on the basis of one share of common stock
of GeneMax for each one GeneMax Pharmaceutical Share upon the terms
and subject to the conditions set forth in the Offering Circular of
GeneMax dated July 8, 2002.
(b) Davidson does not have any present plans or proposals to cause a
merger or effect a liquidation or reorganization of GeneMax or to
enter into extraordinary corporate transactions.
(c) Davidson does not have any present plans or proposals to cause a sale
or transfer of a material amount of assets of GeneMax.
(d) Davidson does not have any present plans or proposals to cause a
change in the present board of directors, as elected to such position
effective July 18, 2002, or in the management of GeneMax, including
any plans or proposals to change the number or terms of directors or
to fill any existing vacancies on the board.
(e) Davidson does not have any present plans or proposals to cause a
material change in the capitalization of GeneMax.
(f) Davidson does not have any present plans or proposals to make any
other material change to the business or corporate structure of
GeneMax.
(g) Davidson does not have any present plans or proposals to change
GeneMax's charter, bylaws or instruments corresponding thereto or to
take other actions that impede the acquisition of control of GeneMax
by any person.
(h) Davidson does not have any present plans or proposals to cause
GeneMax's common stock from not being quoted on the OTC Bulletin
Board.
(i) Davidson does not have any present plans or proposals relating to a
class of securities of GeneMax becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934.
(j) Davidson does not have any present plans or proposals to take any
action similar to any of those enumerated in (a) through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on July 23, 2002, Davidson beneficially
owned 1,265,000 shares (or approximately 12.69% of the outstanding
shares) of GeneMax's common stock.
(b) Davidson does not own any other common or preferred shares of GeneMax
as of the date of this Schedule. Davidson has the sole power to vote
or to direct the voting of the 1,265,000 common shares of GeneMax.
(c) As of July 15, 2002, and within the sixty day period prior thereto, to
the best knowledge and belief of the undersigned, no transactions
involving GeneMax equity securities had been engaged in by Davidson.
(d) To the best knowledge and belief of the undersigned, no person other
than Davidson has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
With the exception of the Directors' Circular disclosed above, no other
contracts, arrangements, understandings or relationships between Davidson exist
with respect to securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 23, 2002 /s/ James D. Davidson
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James D. Davidson