<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 10-Q


    [ x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

                       For the Quarter Ended June 30, 1999

                                       or

  [ ] Transition report pursuant to Section 13 or 15(d) of Securities Exchange
      Act of 1934


                         Commission file number 1-14430
                                                -------


                           MAXIM PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)



                Delaware                                 87-0279983
       -------------------------------------------------------------------------
       (State of incorporation)             (I.R.S. Employer Identification No.)


           8899 University Center Lane, Suite 400, San Diego, CA 92122
           -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (858) 453-4040
                                 --------------
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
                                      ---   ---
As of August 13, 1999, the registrant had 10,203,600 shares of Common Stock,
$.001 par value, outstanding.


<PAGE>

                              MAXIM PHARMACEUTICALS, INC.
                             (A Development Stage Company)



                                     INDEX

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                                           PAGE
------------------------------                                                           ----
   <S>                                                                                   <C>

    Item 1. Financial Statements

          Balance Sheets - June 30, 1999 (unaudited) and September 30, 1998................1

          Statements of Operations (unaudited) - Three Months and Nine Months
          Ended June 30, 1999 and 1998 and from Inception (October 23, 1989) to
          June 30, 1999....................................................................2

          Statements of Cash Flows (unaudited) Nine Months Ended June 30, 1999
          and 1998 and from Inception (October 23, 1989) to June 30, 1999 .................3

          Notes to Financial Statements....................................................4


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations......................................................................5


Item 3. Quantitative and Qualitative Disclosures About Market Risk.........................7


PART II - OTHER INFORMATION
---------------------------

     Item 2. Changes in Securities and Use of Proceeds.....................................8


     Item 4. Submission of Matters to a Vote of Security Holders...........................8


     Item 6. Exhibits and Reports on Form 8-K..............................................8


SIGNATURE .................................................................................9

</TABLE>

<PAGE>

BALANCE SHEETS

Maxim Pharmaceuticals, Inc.  (A Development Stage Company)

<TABLE>
<CAPTION>

                                                                    JUNE 30, 1999  SEPTEMBER 30, 1998
                                                                    -------------  ------------------
                                                                     (Unaudited)
<S>                                                                 <C>                 <C>

ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                        $  1,995,731        $ 11,217,429
    Short-term investments in marketable securities                     3,830,083          21,031,568
    Accrued interest and other current assets                           2,225,945           2,491,308
                                                                     ------------  ------------------
         Total current assets                                           8,051,759          34,740,305

Investments in marketable securities                                    1,900,000           3,519,554
Patents and licenses, net                                               2,166,523           1,839,167
Property and equipment, net                                             1,581,675           1,693,402
Deposits and other assets                                               1,205,656             229,157
                                                                     ------------  ------------------
         Total assets                                                $ 14,905,613        $ 42,021,585
                                                                     ------------  ------------------
                                                                     ------------  ------------------


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable                                                 $  8,118,940        $  9,014,831
    Accrued expenses                                                    1,830,571             374,652
    Note payable                                                          104,359             176,784
    Current portion of long-term debt                                     479,962             361,675
                                                                     ------------  ------------------
      Total current liabilities                                        10,533,83            9,927,942

    Long-term debt, less current portion                                1,028,799             977,213

STOCKHOLDERS' EQUITY:
    Preferred stock, $.001 par value, 5,000,000 shares authorized;             --                  --
      none issued or outstanding
    Common stock, $.001 par value,  35,000,000 shares authorized;
      10,203,600 and 9,885,576 shares issued and outstanding at
      June 30, 1999 and September 30, 1998, respectively                   10,204               9,886
    Additional paid-in capital                                         75,089,237          73,807,327
    Deficit accumulated during the development stage                  (71,751,737)        (42,686,624)
    Deferred compensation                                                  (4,722)            (14,159)
                                                                     ------------  ------------------
      Total stockholders' equity                                        3,342,982          31,116,430
                                                                     ------------  ------------------
         Total liabilities and stockholders' equity                  $ 14,905,613        $ 42,021,585
                                                                     ------------  ------------------
                                                                     ------------  ------------------

</TABLE>

See Notes to Financial Statements

                                       1

<PAGE>

STATEMENTS OF OPERATIONS (unaudited)

Maxim Pharmaceuticals, Inc. (A Development Stage Company)

<TABLE>
<CAPTION>

                                               Three Months Ended                   Nine Months Ended            October 23, 1989
                                                    June 30                               June 30                  (inception) to
                                                1999             1998             1999               1998           June 30, 1999
                                       ----------------  ----------------  ------------------ -----------------  -----------------
<S>                                    <C>               <C>               <C>                <C>                <C>

Research and collaboration revenue      $      707,300    $            -    $        890,300   $             -    $      4,017,051

Operating expenses:
     Research and development                9,617,430         6,075,063          27,046,189        12,477,924          62,547,261
     Business development
        and marketing                          435,332           543,043           1,327,827           857,664           3,253,936
     General and administrative                704,164           615,808           2,323,239         1,965,047          14,334,182
                                       ----------------  ----------------  ------------------ ------------------ -----------------
        Total operating expenses            10,756,926         7,233,914          30,697,255        15,300,635          80,135,379


 Other income (expense):
     Investment income                         133,802           546,414             834,469         1,731,416           4,296,826
     Interest expense                          (35,526)          (22,016)           (112,545)          (59,049)         (2,183,017)
     Other income (expense)                     19,918                 -              19,918                 -            (171,246)
     Gain on sale of subsidiary                      -                 -                   -                 -           2,288,474
                                       ----------------  ----------------  ------------------ ------------------ -----------------
        Total other income (expense)           118,194           524,398             741,842         1,672,367           4,231,037
                                       ----------------  ----------------  ------------------ -----------------  -----------------

Discontinued operations:
  Loss from operation of discontinued
    diagnostic division                              -                 -                   -                 -            (347,608)
  Gain on sale of diagnostic division                -                 -                   -                 -             483,162
                                       ----------------  ----------------  ------------------ -----------------  -----------------

 Net loss                                 $ (9,931,432)     $ (6,709,516)      $ (29,065,113)     $(13,628,268)      $ (71,751,737)
                                       ----------------  ----------------  ------------------ -----------------  -----------------


 Net loss per share of common stock            $ (0.97)          $ (0.72)            $ (2.90)          $ (1.51)
                                       ----------------  ----------------  ------------------ ----------------


Weighted average shares outstanding         10,200,976         9,312,288          10,036,609         9,045,800
                                       ----------------  ----------------  ------------------ ----------------

</TABLE>

See Notes to Financial Statements

                                       2

<PAGE>

STATEMENTS OF CASH FLOWS

Maxim Pharmaceuticals, Inc. (A Development Stage Company)

<TABLE>
<CAPTION>

                                                                   Nine Months Ended
                                                                         June 30                     October 23, 1989
                                                            -----------------------------------       (inception) to
                                                                 1999             1998                 June 30, 1999
                                                            ---------------  ----------------        ----------------
<S>                                                        <C>              <C>                     <C>

OPERATING ACTIVITIES:
 Net loss                                                    $  (29,065,113)  $   (13,628,268)        $   (71,751,737)
 Adjustments to reconcile net loss to net cash
 used in operating activities:
      Depreciation and amortization                                 498,181           277,312               1,949,634
      Amortization of premium on investments                        193,612            83,693                 479,557
      Stock options issued as compensation                          156,746            42,928                 684,928
      Stock contributions to 401(k) plan                             52,039                --                  78,646
      Net book value of disposed assets                               2,922               481                 210,286
      Loss on write-off of patents                                       --                --                 262,262
      Gain on sale of subsidiary                                         --                --              (2,288,474)
      Loss on write-off of  receivable from related party                --                --                 147,803
      Other                                                              --                --                  51,701
      Gain on sale of diagnostic division                                --                --                (483,162)
      Loss on write-off of purchased research
         and development                                                 --                --               2,646,166
      Cumulative effect of reorganization                                --                --               1,152,667
      Changes in operating assets and liabilities:
         Accrued interest and other current assets                  265,363        (1,509,249)             (2,033,458)
         Deposits and other assets                                 (976,499)          357,737              (1,353,459)
         Accounts payable                                          (895,891)        3,549,792               8,118,939
         Accrued expenses                                         1,455,919          (286,588)              1,851,781
                                                            ---------------  ----------------        ----------------
            Net cash used in operating activities               (28,312,721)      (11,112,162)            (60,275,920)

 INVESTING ACTIVITIES:
 Purchases of marketable securities                              (7,889,573)      (28,505,436)            (69,371,690)
 Maturities of marketable securities                             26,517,000        15,754,050              63,162,050
 Additions to patents and licenses                                 (477,969)         (159,923)             (3,185,756)
 Purchases of property and equipment                               (238,763)         (586,624)             (2,950,044)
 Cash acquired in acquisition of business                                --                --                 985,356
 Proceeds from sale of diagnostic division                               --                --                 496,555
                                                            ---------------  ----------------        ----------------
      Net cash provided (used) by investing activities           17,910,695       (13,497,933)            (10,863,529)

 FINANCING ACTIVITIES:
 Net proceeds from issuance of common stock
      and warrants                                                1,082,881        35,234,886              66,204,721
 Proceeds from issuance of notes payable and
      long-term debt                                                444,434           504,160               6,432,077
 Payments on notes payable and long-term debt                      (346,987)         (180,669)             (3,641,402)
 Proceeds from issuance of notes payable to
      related parties                                                    --                --               4,982,169
 Payments on notes payable to related parties                            --                --              (1,329,885)
 Net proceeds from issuance of preferred stock                           --                --                 487,500
                                                            ---------------  ----------------        ----------------
      Net cash provided by financing activities                   1,180,328        35,558,377              73,135,180
                                                            ---------------  ----------------        ----------------
 Net increase (decrease) in cash and cash equivalents            (9,221,698)       10,948,282               1,995,731

 Cash and cash equivalents at beginning of period                11,217,429           447,523                      --
                                                            ---------------  ----------------        ----------------

 Cash and cash equivalents at end of period                  $    1,995,731     $  11,395,805         $     1,995,731
                                                            ---------------  ----------------        ----------------

</TABLE>

See Notes to Financial Statements.

                                       3

<PAGE>

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

MAXIM PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE COMPANY)

1.   PRINCIPLES OF INTERIM PERIOD REPORTING

Maxim  Pharmaceuticals,   Inc.  (the  "Company")  has  not  earned
significant  revenues  from  planned  principal operations.  Accordingly,
the  Company's  activities  have been  accounted  for as those of a
"Development  Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7".)

In the opinion of the Company, the unaudited financial  statements contain
all of the adjustments,  consisting only of normal  recurring  adjustments
and accruals,  necessary to present fairly the financial  position of the
Company as of June 30, 1999 and  September  30, 1998,  and the results of
operations  for the three months and nine months ended June 30, 1999 and 1998
and from  inception  (October 23, 1989) to June 30,  1999.  The results of
operations for the three  months and nine  months  ended June 30,  1999 are
not  necessarily  indicative  of the results to be expected  in  subsequent
periods  or for the year as a whole.  For  further  information,  refer to
the  financial statements and footnotes thereto in our Annual Report on Form
10-K/A for the year ended September 30, 1998.

2.   NET LOSS PER SHARE OF COMMON STOCK

In accordance with Financial  Accounting  Standards Board Statement No. 128,
Earnings per Share ("SFAS 128"), net loss per share of common  stock is
computed by dividing the net loss by the  weighted  average  number of shares
of common stock  outstanding  during the period.  Dilutive  loss per share,
calculated  by including  the  additional common stock issuable upon exercise
of outstanding  options and warrants in the weighed average share
calculation, is not presented as these securities are antidilutive.

3.   LINE OF CREDIT AGREEMENT

At January 1, 1999,  $983,619 in  outstanding  advances  under an amended
line of credit with a bank converted to a term loan  payable in 48 equal
installments,  including  interest at prime plus 0.25%.  The loan is secured
by all assets of the Company.

4.   STOCKHOLDERS' EQUITY

During the nine months ended June 30, 1999 the Company  issued  85,544 and
228,127  shares of common stock upon the exercise of warrants and options,
respectively.

5.   SUBSEQUENT EVENT - PRIVATE PLACEMENT

On July 20, 1999 the Company sold 206,874 shares of Series A Convertible
Preferred Stock in a private  transaction at a price of $97.25 per share. The
Company  received net proceeds of  approximately  $18.4 million after
placement fees and other  issuance  costs.  Each share of  preferred  stock
is  convertible  into 10 shares of the  Company's common  stock at a fixed
price of $9.725  per share of common  stock,  and  2,068,740  shares of
common  stock are issuable upon conversion of all of the preferred stock.

The  preferred  stock has a dividend  of 12%  payable in cash or in
additional  shares of  preferred  stock at the option of the holder.  The
Company may call for a mandatory  conversion  of the  preferred  stock into
common stock after 90 days.  The  preferred  shares were issued in a private
transaction  and may not be offered or sold in the United States absent
registration  or an  applicable  exemption  from  registration  requirements.
 The Company is obligated under the terms of this  transaction to file a
registration  statement  within 30 days of the sale of the preferred  stock
to  allow  resale  of the  common  stock  issuable  upon  conversion  of
such  shares.  If  such registration  statement is not effective  within 90
days after the closing of the sale of the preferred  stock, the dividend rate
on the preferred stock will increase to 15% until such registration statement
becomes effective.


                                      -4-
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MAXIM PHARMACEUTICALS, INC. (A DEVELOPMENT STAGE COMPANY)

THIS  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
RESULTS OF  OPERATIONS  CONTAINS  CERTAIN FORWARD-LOOKING  STATEMENTS  THAT
INVOLVE  RISKS  AND  UNCERTAINTIES.   SUCH  FORWARD-LOOKING  STATEMENTS
INCLUDE STATEMENTS  REGARDING CASH  REQUIREMENTS.  SUCH STATEMENTS ARE ONLY
PREDICTIONS,  AND THE COMPANY'S ACTUAL RESULTS COULD DIFFER  MATERIALLY  FROM
THOSE  ANTICIPATED  OR PROJECTED IN SUCH  FORWARD-LOOKING  STATEMENTS.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO DIFFERENCES  INCLUDE RISKS
ASSOCIATED WITH CLINICAL  TRIALS AND PRODUCT  DEVELOPMENT, REGULATORY
APPROVAL AND GOVERNMENT  REGULATION OF THE COMPANY'S  PRODUCTS,  THE NEED FOR
ADDITIONAL  FUNDS AND THE UNCERTAINTY  OF ADDITIONAL  FUNDING AND  DEPENDENCE
ON  COLLABORATIVE  PARTNERS.  THESE FACTORS AND OTHERS ARE MORE FULLY
DESCRIBED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 1998.

RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30,
1999 AND 1998

RESEARCH AND COLLABORATION  REVENUE - Research revenue  consisting of
collaborative  support and marketing fees for rights related to the Company's
Maxamine  clinical  trials totaled  $707,000 for the quarter ended June 30,
1999. Research  revenue for the nine month  period  ended June 30, 1999
totaled  $890,000.  There were no such  revenues earned in the prior year.

RESEARCH AND DEVELOPMENT  EXPENSES - For the quarter ended June 30, 1999,
research and  development  expenses were $9,617,000,  an  increase  of
$3,542,000,  or 58%,  over the same  period in the prior  year.  This
increase  was primarily  attributable  to increased  activity  related to
clinical trials of Maxamine,  including  clinical trial site and contract
research  organization  costs, hiring additional  clinical and development
personnel,  and other clinical  costs.  These clinical trials include a Phase
III clinical trial in malignant  melanoma  commenced in the United States in
July 1997, an  international  Phase III malignant  melanoma  clinical trial
commenced in November 1997, a global Phase III clinical trial in acute
myelogenous  leukemia  commenced in February 1998, and a European Phase II
clinical trial in hepatitis C commenced in May 1999.

For the nine  months  ended June 30,  1999,  research  and  development
costs were  $27,046,000,  an  increase  of $14,568,000,  or 117%,  over the
same period of the prior year.  The increase  resulted from the Phase III
clinical trial efforts described above.

BUSINESS  DEVELOPMENT AND MARKETING AND GENERAL AND  ADMINISTRATIVE  EXPENSES -
Business  development and marketing expenses for the quarter ended June 30,
1999 were $435,000,  a decrease of $108,000,  or 20%, from the same quarter
of the prior  year.  This  decrease  was due to certain  market  research
expenses  incurred  in the prior  year's quarter  that were  completed  prior
to the current  quarter.  For the  quarter  ended June 30,  1999,  general
and administrative  expenses were $704,000,  an increase of $88,000, or 14%,
over the same period in the prior year due to general expenses associated
with the Company's expanded operations.

Business  development  costs for the nine month  period  ended June 30,  1999
totaled  $1,328,000,  an increase of $470,000,  or 55%, over the same period
of the prior year. This increase was due to additional  personnel and other
resources  devoted to  preparation  for the potential  market launch of
Maxamine,  including  corporate  partnering efforts,  market evaluations and
third-party  reimbursement  evaluations.  General and administrative
expenses for the nine month period  ended June 30, 1999 were  $2,323,000,  an
increase of $358,000,  or 18% over the same period of the prior year.  This
increase resulted from the expanded activities described above.

OTHER  INCOME  (EXPENSE) -  Investment  income was  $134,000  for the quarter
ended June 30,  1999,  a decrease of $413,000,  or 76%,  from the same
period in the prior  year.  This  decrease  is a result  of a  reduction  in
the principal  balance of  interest-bearing  investments  used to  finance
the  operations  of the  Company.  Interest expense for the quarter  ended
June 30, 1999 was $36,000,  an increase of $14,000,  or 61%, over the same
period of the prior year.


                                      -5-
<PAGE>
This increase was primarily  attributable to interest  incurred on additional
advances made under the Company's line of credit agreement used to finance
qualified equipment purchases.

Investment  income totaled  $834,000 for the nine month period ended June 30,
1999,  compared to $1,731,000 for the same period of the prior  year.  The
decrease of  $897,000,  or 52%,  resulted  from the  reduction  in  principal
balance on  interest-bearing  securities  described  above.  Interest
expense for the nine month period ended June 30, 1999 totaled  $113,000,  an
increase of $53,000,  or 91%, over the same period of the prior year as a
result of the interest incurred on the additional advances also described
above.

NET LOSS - Net loss for the quarter  ended June 30, 1999 totaled  $9,931,000,
 an increase of  $3,222,000,  or 48%, over the prior year.  The increase  was
due to the  expansion of research  and  development  and general  corporate
activities  described  above. Net loss per share of common stock for the
three month period ended June 30, 1999 was $0.97,  a 35%  increase  over the
loss of $0.72  per  share  for the same  period  of the  prior  year,  due to
the increase  in net loss for the year  offset  partially  by an  increase
in the  number of  shares  of common  stock outstanding.

Net loss for the nine months ended June 30, 1999 totaled  $29,065,000,  an
increase of $15,437,000,  or $113%, over the same period of the prior year.
Net loss per share of common stock for the nine month  period was $2.90,  a
92% increase  over the loss of $1.51 per share for the same period of the
prior year,  due to the  increase in net loss for the year offset partially
by an increase in the number of shares of common stock outstanding.

LIQUIDITY AND CAPITAL RESOURCES

The Company, as a development stage enterprise,  anticipates incurring
substantial  additional losses over at least the next  several  years due to,
among other  factors,  the need to expend  substantial  amounts on its
ongoing and planned  clinical  trials,  other  research  and  development
activities,  and  business  development  and general corporate  expenses
associated with these  activities.  The Company has financed its operations
primarily through the sale of its  equity  securities,  including  an initial
public  offering  in  July 7, 1996  and an  international follow-on  public
offering in October  1997 which  provided  net  proceeds to the Company of
approximately  $22.3 million (including amounts received on the exercise of
warrants) and $34.7 million, respectively.

As of June 30, 1999, the Company had cash, cash equivalents and investments
totaling  approximately  $7.7 million. On July 26,  1999,  the  Company
completed  a private  placement  which  provided  net  proceeds to the
Company of approximately  $18.4 million,  resulting in total cash,  cash
equivalents  and  investments of $26.6 million on an as-adjusted  basis.  For
the nine months ended June 30, 1999, net cash used in the Company's
operating  activities was  approximately  $28.3 million.  The Company's cash
requirements may fluctuate in future periods as it conducts additional
research  and  development  activities  including  clinical  trials,  other
research  and  development activities,  and efforts  associated  with the
commercial  launch of any  products  that are  approved for sale by
government  regulatory  bodies.  Among the activities that may result in an
increase in cash requirements are three Phase III cancer  clinical  trials
and two Phase II clinical  trials of Maxamine  currently  underway.  The
Company plans to pursue the issuance of additional  equity  securities,  and
to pursue  corporate  marketing  alliances and collaborative agreements to
meet its cash requirements.

The Company's cash  requirements  may vary  materially  from those now
planned  because of the results and scope of clinical trials and other
research and development  activities,  the time required to obtain regulatory
 approvals, the cost of filing,  prosecuting,  defending and enforcing
patent claims and other  intellectual  property rights, the ability of the
Company to establish  marketing  alliances and  collaborative  arrangements
and the cost of the Company's internal marketing  activities.  As a result of
these factors,  it is difficult to predict accurately the timing and amount
of the Company's cash requirements.  In order to successfully  commercialize
any of its products, the Company  expects  that it will  ultimately  be
required to seek  additional  funds  through  public or private financings or
collaborative  arrangements  with corporate  partners.  The issuance of
additional  equity securities could result in  substantial  dilution to the
Company's  stockholders.  There can be no assurance  that  additional funding
will be  available  on terms  acceptable  to the  Company,  if at all.  The
failure  to fund its  capital requirements  would have a material adverse
effect on the Company's  business,  financial  condition and results of
operations.  The Company has never paid a cash dividend and does not
contemplate  the payment of cash dividends in the foreseeable future.


                                      -6-
<PAGE>

IMPACT OF THE YEAR 2000 ISSUE

The Year 2000  issue is  related  to  computer  software  utilizing  two
digits  rather  than  four to define  the appropriate  year.  As a result,
any of the  Company's  computer  programs or any of the  Company's  suppliers
or vendors  that have date  sensitive  software  may incur  system  failures
or  generate  incorrect  data if "00" is recognized as 1900 rather than 2000.

The Company has determined  that the computer  systems  utilized  internally
in its daily  operations are Year 2000 compliant.  The  Company is in the
process  of  verifying  whether  its major  suppliers,  service  providers
and financial  institutions  are Year 2000  compliant and expects to complete
this review by September  30, 1999.  The total cost of this  process is
expected to be less than  $50,000.  Although  the  Company has no material
systems that interface  directly with third party  systems,  there can be no
assurance that the systems and networks of its key  suppliers  and service
providers  will not be affected by the Year 2000  issues,  which could have
an adverse effect on the  Company's  business,  operating  results and
financial  condition.  In  particular,  the Company has engaged  several
third  parties to retain and  maintain all of the  clinical,  statistical
and other  information related to the Company's  clinical trials.  These
third parties have indicated that they are  aggressively  working to
identify  and  remediate  any Year 2000  issues  they may  have,  and that
they  expect to have any  necessary remediation  completed by December 1999.
However,  in the event these third parties' Year 2000 compliance  efforts are
 unsuccessful,  data relating to the  Company's  clinical  trials could be
destroyed or corrupted,  which could have a material  adverse  effect on the
Company's  business,  operating  results and  financial  condition.  In an
effort to  minimize  the  potential  risks of the failure of such third
parties'  Year 2000  efforts,  the Company intends to archive data,  both in
electronic and paper  formats,  through  December 1999,  after which paper
backup will be used.  The Company's archival records will be updated on a
monthly basis

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The  Company  invests  its  excess  cash in  interest-bearing
investment-grade  securities  that  are held for the duration  of  the  term
of  the  respective  instrument.   The  Company  does  not  utilize
derivative  financial instruments,   derivative  commodity  instruments  or
other  market  risk  sensitive  instruments,   positions  or transactions  in
 any  material  fashion.  Accordingly,   management  believes  that,  while
the  investment-grade securities  the Company  holds are subject to changes
in the financial  standing of the issuer of such  securities, it is not
subject to any material risks arising from changes in interest rates,
foreign  currency  exchange rates, commodity prices, equity prices or other
market changes that affect market risk sensitive instruments.


                                      -7-
<PAGE>

PART II-OTHER INFORMATION
-------------------------

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) During the quarter ended June 30, 1999, the Company issued 2,083 shares of
Common Stock upon exercise of warrants at a price per share of $3.00. The
Company issued such shares in reliance on the exemption provided by Section
4(2) of the Securities Act of 1933, as amended.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At a Special Meeting of Stockholders of the Company held on June 24, 1999, the
following matter was voted on and approved: To amend the Company's Certificate
of Incorporation to increase the number of authorized shares of Common Stock
from 20 million to 35 million shares. 8,423,084 shares of Common Stock, or
91.69% of the shares voting, voted in favor of the foregoing matter. 196,599
shares of Common Stock, or 2.14% of the shares voting, voted against the
foregoing matter and 566,943, or 6.17% of the shares voting, abstained.






ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


A)       EXHIBITS


EXHIBIT NUMBER                          DESCRIPTION OF EXHIBIT


     10.28                              Secured Promissory Note dated April 7,
                                        1999 between Larry G. Stambaugh and the
                                        Registrant.

     10.29                              Secured Promissory Note dated April 14,
                                        1999 between Larry G. Stambaugh and the
                                        Registrant.

     10.30                              Secured Promissory Note dated April 7,
                                        1999 between Kurt R. Gehlsen and the
                                        Registrant.

     10.31                              Secured Promissory Note dated April 7,
                                        1999 between Dale A. Sander and the
                                        Registrant.

     27.1                               Financial Data Schedule


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<PAGE>

B.)  REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended June 30, 1999.
























Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    Maxim Pharmaceuticals,  Inc.

Date:  August 13, 1999              /s/ Dale A. Sander
                                    -----------------------------------
                                    Dale A. Sander
                                    Chief Financial Officer
                                    (Principal Accounting Officer and Officer
                                    duly authorized to sign this report on
                                    behalf of the registrant)


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