GENMED HOLDING CORP.
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(Exact name of registrant as specified in its charter)
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Nevada
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88-0390828
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Rontgenlaan 27
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||
2719 DX Zoetermeer, The Netherlands
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2719 DX
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(Address of principal executive offices)
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(Zip Code)
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___________________________________________
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(Former Name or Former Address, if changed since last report)
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Item #
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Description
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Page Numbers
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|||||
PART I
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3
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||||||
ITEM 1
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BUSINESS
|
3
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|||||
ITEM 1A | RISK FACTORS |
5
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|||||
ITEM 1B | UNRESOLVED STAFF COMMENTS | 5 | |||||
ITEM 2
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PROPERTIES
|
5
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|||||
ITEM 3
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LEGAL PROCEEDINGS
|
5
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|||||
ITEM 4
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SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
|
6
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|||||
PART II
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6 | ||||||
ITEM 5
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
|
6
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|||||
ITEM 6 | SELECTED FINANCIAL DATA | 8 | |||||
ITEM 7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
8
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|||||
ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 11 | |||||
ITEM 8
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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12
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|||||
ITEM 9
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
29
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|||||
ITEM 9A(T)
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CONTROLS AND PROCEDURES
|
29
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|||||
ITEM 9B
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OTHER INFORMATION
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30
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|||||
PART III
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31 | ||||||
ITEM 10
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DIRECTORS, EXECUTIVE OFFICERS, CORPORATE GOVERNANCE
|
31
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|||||
ITEM 11
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EXECUTIVE COMPENSATION
|
32
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|||||
ITEM 12
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
32
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|||||
ITEM 13
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
33
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|||||
ITEM 14
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
34
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|||||
PART IV |
35
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||||||
ITEM 15
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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35
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|||||
SIGNATURES
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37
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||||||
EXHIBIT31.1 | SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER | ||||||
EXHIBIT31.2 | SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER | ||||||
EXHIBIT 32.1 | SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER | ||||||
EXHIBIT 32.2 | SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER |
HIGH
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LOW
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|||||||
FISCAL YEAR ENDED DECEMBER 31, 2009
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||||||||
First Quarter
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$ | 1.01 | $ | 0.08 | ||||
Second Quarter
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$ | 1.01 | $ | 0.06 | ||||
Third Quarter
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$ | 0.09 | $ | 0.06 | ||||
Fourth Quarter
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$ | 0.27 | $ | 0.06 | ||||
FISCAL YEAR ENDED DECEMBER 31, 2010
|
||||||||
First Quarter
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$ | 0.25 | $ | 0.06 | ||||
Second Quarter
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$ | 0.21 | $ | 0.07 | ||||
Third Quarter
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$ | 0.41 | $ | 0.21 | ||||
Fourth Quarter
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$ | 0.50 | $ | 0.35 | ||||
FISCAL YEAR ENDING DECEMBER 31, 2011
|
||||||||
First Quarter
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$ | 0.52 | $ | 0.12 |
Report of Independent Registered Public Accounting Firm
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Page F-1
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Balance Sheets
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F-2
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Statements of Operations
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F-3
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Statements of Cash Flows
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F-4
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Statements of Changes in Stockholders’ Equity
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F-6
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Notes to Financial Statements
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F-7
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Meyler & Company LLC | One Arin Park | Phone 732-671-2244 | |
Certified Public Accountants | 1715 Highway 35 | ||
Middletown, NJ 07748 |
GENMED HOLDING CORP. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
December 31,
|
||||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$ | 868,770 | $ | - | ||||
Accounts receivable
|
- | 81,864 | ||||||
VAT receivable
|
31,890 | 6,454 | ||||||
Amount due from related party
|
298,170 | - | ||||||
Prepaid expenses
|
25,916 | - | ||||||
Total Current Assets
|
1,224,746 | 88,318 | ||||||
EQUIPMENT, net of accumulated depreciation of $8,798 and $5,832 at
|
8,231 | 12,587 | ||||||
December 31, 2010 and 2009, respectively
|
||||||||
MEDICAL REGISTRATION RIGHTS, net of accumulated amortization
|
||||||||
of $2,941,455 and $2,197,061 at December 31, 2010 and 2009, respectively
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- | 6,150,000 | ||||||
Total Assets
|
$ | 1,232,977 | $ | 6,250,905 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
CURRENT LIABILITIES
|
||||||||
Bank overdraft
|
$ | - | $ | 493 | ||||
Accounts payable
|
175,109 | 266,680 | ||||||
Accrued salaries and related expenses
|
87,351 | 357,539 | ||||||
Accrued expenses
|
45,447 | 3,193 | ||||||
Accrued expenses - related parties
|
123,101 | 510,687 | ||||||
Convertible debentures, net of discount of $0 and $342,029
|
||||||||
at December 31, 2010 and 2009, respectively
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- | 804,528 | ||||||
Loans payable to related parties
|
119,822 | 204,690 | ||||||
Total Current Liabilities
|
550,830 | 2,147,810 | ||||||
LONG TERM LIABILITIES
|
||||||||
Bonds payable
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1,147,534 | - | ||||||
Subordinated convertible debentures, net of discount of $1,066,198
|
||||||||
and $0 at December 31, 2010 and 2009, respectively
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35,114 | - | ||||||
Total Long Term Liabilities
|
1,182,648 | - | ||||||
Total Liabilities
|
1,733,478 | 2,147,810 | ||||||
COMMITMENTS AND CONTINGENCIES
|
- | - | ||||||
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Class A Convertible Preferred Stock, par value $0.001; authorized
|
||||||||
500,000,000 shares; there were no shares issued and outstanding at
|
||||||||
December 31, 2010 and December 31, 2009.
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- | - | ||||||
Common stock, par value $0.001; authorized 500,000,000 shares;
|
||||||||
issued and outstanding- 164,977,533 and 123,211,739 shares at
|
||||||||
December 31, 2010 and December 31, 2009, respectively
|
164,976 | 123,212 | ||||||
Additional paid-in capital
|
69,302,178 | 66,240,744 | ||||||
Accumulated deficit
|
(69,995,753 | ) | (62,266,626 | ) | ||||
Accumulated other comprehensive income
|
28,098 | 5,765 | ||||||
Total Stockholders' Equity (Deficit)
|
(500,501 | ) | 4,103,095 | |||||
Total Liabilities and Stockholders' Equity (Deficit)
|
$ | 1,232,977 | $ | 6,250,905 | ||||
See accompanying notes to consolidated financial statements.
|
GENMED HOLDING CORP. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
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||||||||
For the Years Ended
|
||||||||
December 31,
|
||||||||
2010
|
2009
|
|||||||
NET SALES
|
$ | - | $ | 51,992 | ||||
COST AND EXPENSES:
|
||||||||
Selling, general and administrative
|
1,008,655 | 757,403 | ||||||
Depreciation and amortization
|
748,866 | 1,464,616 | ||||||
Impairment of medical registration rights
|
5,405,606 | 6,252,359 | ||||||
Research & development
|
70,777 | 94,302 | ||||||
Total Costs and Expenses
|
7,233,904 | 8,568,680 | ||||||
NET OPERATING LOSS
|
(7,233,904 | ) | (8,516,688 | ) | ||||
OTHER INCOME (EXPENSE)
|
||||||||
Gain on cancellation of consulting agreement
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- | 285,000 | ||||||
Loss on settlement of litigation
|
(10,000 | ) | ||||||
Loss on foreign exchange
|
(10,156 | ) | (15,434 | ) | ||||
Interest expense
|
(60,159 | ) | (106,343 | ) | ||||
Amortization - debt discount
|
(424,908 | ) | (231,250 | ) | ||||
Total Other Income (Expense)
|
(495,223 | ) | (78,027 | ) | ||||
LOSS BEFORE INCOME TAXES
|
(7,729,127 | ) | (8,594,715 | ) | ||||
PROVISION FOR INCOME TAXES
|
- | - | ||||||
NET LOSS
|
$ | (7,729,127 | ) | $ | (8,594,715 | ) | ||
NET LOSS PER COMMON SHARE
|
||||||||
(BASIC AND DILUTED)
|
$ | (0.05 | ) | $ | (0.07 | ) | ||
WEIGHTED AVERAGE COMMON
|
||||||||
SHARES OUTSTANDING
|
153,109,653 | 123,856,123 | ||||||
See accompanying notes to consolidated financial statements.
|
GENMED HOLDING CORP. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
For the years ended
|
||||||||
December 31, | ||||||||
2010 |
2009
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$ | (7,729,127 | ) | $ | (8,594,715 | ) | ||
Adjustments to reconcile net loss to cash flows used in operating activities:
|
||||||||
Depreciation and amortization
|
748,866 | 1,464,616 | ||||||
Impairment of medical registration rights
|
5,405,606 | 6,252,359 | ||||||
Stock based compensation
|
- | 102,000 | ||||||
Amortization of beneficial conversion feature
|
424,908 | 231,249 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
81,090 | (81,864 | ) | |||||
VAT receivable
|
(27,281 | ) | 2,323 | |||||
Amount due from relataed party
|
(313,792 | ) | ||||||
Prepaid expenses
|
(27,274 | ) | ||||||
Accounts payable
|
(83,930 | ) | 97,584 | |||||
Accrued salaries and related expenses
|
(135,422 | ) | 26,119 | |||||
Accrued expenses
|
46,888 | |||||||
Accrued expenses - related parties
|
578,364 | (2,194 | ) | |||||
Net Cash Used in Operating Activities
|
(1,031,104 | ) | (502,523 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Net Cash Provided by (Used in) Investing Activities
|
- | - | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Bank overdraft
|
(493 | ) | 493 | |||||
Proceeds from bonds payable
|
1,147,534 | - | ||||||
Proceeds from loans payable to related parties
|
13,252 | 502,831 | ||||||
Payments on loans paybale to related parties
|
(50,463 | ) | ||||||
Proceeds from issuance of common stock
|
756,169 | - | ||||||
Net Cash Provided by Investing Activities
|
1,865,999 | 503,324 | ||||||
EFFECT OF EXCHANGE RATE
|
33,875 | (2,565 | ) | |||||
INCREASE (DECREASE) IN CASH
|
868,770 | (1,764 | ) | |||||
CASH, BEGINNING OF PERIOD
|
- | 1,764 | ||||||
CASH, END OF PERIOD
|
$ | 868,770 | $ | - | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
CASH PAID FOR:
|
||||||||
Interest
|
$ | 15,692 | $ | - | ||||
Taxes
|
$ | - | $ | - | ||||
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
|
||||||||
Conversion of convertible debenture into common stock
|
$ | 1,146,557 | $ | |||||
Conversion of accrued interest into common stock
|
$ | 51,395 | $ | - | ||||
Conversion of accrued expenses and loans to subordinated notes
|
$ | 1,101,312 | $ | - | ||||
Conversion of related party debt to convertible debenture
|
$ | - | $ | 1,146,557 | ||||
Beneficial conversion feature on convertible debenture
|
$ | 1,149,077 | $ | 573,278 | ||||
Cancellation of common stock
|
$ | - | $ | 2,400 | ||||
See accompanying notes to consolidated financial statements.
|
GENMED HOLDING CORP. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||
Statements of Stockholders' Equity
|
||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2009 and 2010
|
||||||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||||||
Additional
|
Other
|
Total
|
||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid-In
|
Accumulated
|
Comprehensive
|
Stockholders
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Income (Loss)
|
Equity
|
|||||||||||||||||||||||||
Balance, December 31, 2008
|
- | $ | - | 125,611,739 | $ | 125,612 | $ | 65,563,066 | $ | (53,671,911 | ) | $ | 8,770 | $ | 12,025,537 | |||||||||||||||||
Amortization of common stock issued for consulting agreement
|
102,000 | 102,000 | ||||||||||||||||||||||||||||||
Cancellation of common stock issued for consultancy agreement at $0.51 per share
|
(2,400,000 | ) | (2,400 | ) | 2,400 | - | ||||||||||||||||||||||||||
Beneficial conversion features on convertible debentures
|
573,278 | 573,278 | ||||||||||||||||||||||||||||||
Components of comprehensive loss:
|
||||||||||||||||||||||||||||||||
Foreign currency translation
|
(3,005 | ) | (3,005 | ) | ||||||||||||||||||||||||||||
Net loss for the year ended December 31, 2009
|
(8,594,715 | ) | (8,594,715 | ) | ||||||||||||||||||||||||||||
Total comprehensive loss
|
(8,597,720 | ) | ||||||||||||||||||||||||||||||
Balance, December 31, 2009
|
- | - | 123,211,739 | 123,212 | 66,240,744 | (62,266,626 | ) | 5,765 | 4,103,095 | |||||||||||||||||||||||
Conversion of convertible debentures into common stock
|
||||||||||||||||||||||||||||||||
at $0.04 per share
|
29,948,794 | 29,948 | 1,168,004 | 1,197,952 | ||||||||||||||||||||||||||||
Issuance of Common Stock for cash at $0.05 per share
|
417,000 | 416 | 20,434 | 20,850 | ||||||||||||||||||||||||||||
Issuance of Common Stock for cash at $0.06 per share
|
9,200,000 | 9,200 | 572,960 | 582,160 | ||||||||||||||||||||||||||||
Issuance of Common Stock for cash at $0.07 per share
|
2,200,000 | 2,200 | 150,959 | 153,159 | ||||||||||||||||||||||||||||
Beneficial conversion features on convertible debentures
|
1,149,077 | 1,149,077 | ||||||||||||||||||||||||||||||
Components of comprehensive loss:
|
||||||||||||||||||||||||||||||||
Foreign currency translation
|
22,333 | 22,333 | ||||||||||||||||||||||||||||||
Net loss for the year ended December 31, 2010
|
(7,729,127 | ) | (7,729,127 | ) | ||||||||||||||||||||||||||||
Total comprehensive loss
|
(7,706,794 | ) | ||||||||||||||||||||||||||||||
Balance, December 31, 2010
|
- | $ | - | 164,977,533 | $ | 164,976 | $ | 69,302,178 | $ | (69,995,753 | ) | $ | 28,098 | $ | (500,501 | ) | ||||||||||||||||
See accompanying notes to consolidated financial statements.
|
Shareholder
|
Common Stock
|
Total Look B.V.
|
62,678,826 shares
|
Dojo Enterprises, Ltd.
|
1,120,107 shares
|
Hyperion Fund, L.P.
|
1,760,428 shares
|
Diane Breitman, as Trustee of The Morpheus 2005 Trust
|
2,720,000 shares
|
Burton Partners, LLC
|
2,240,213 shares
|
Picasso, LLC
|
2,240,213 shares
|
Glacier, LLC
|
2,240,213 shares
|
TOTAL
|
75,000,000 shares
|
Cash
|
$
|
4,993
|
||
Receivables
|
17,513
|
|||
Fair Value of Medical Registration Rights
|
14,600,000
|
|||
Liabilities Assumed
|
(6,153
|
)
|
||
14,616,353
|
||||
Fair value of 48,000,000 shares @ $0.51 per share and
24,000,000 warrants valued at $ 9,881,923
|
34,361,923
|
|||
Impairment of Goodwill
|
$
|
19,745,570
|
For the Years Ended
|
||||||||
December 31,
|
||||||||
2010
|
2009
|
|||||||
United States
|
$ | (7,322,832 | ) | $ | (8,282,591 | ) | ||
Foreign
|
(406,295 | ) | (312,124 | ) | ||||
Totals
|
(7,729,127 | ) | (8,594,715 | ) |
|
For the Years Ended
|
|||||||
December 31,
|
||||||||
2010
|
2009
|
|||||||
United States Statutory Corporate Income Tax Rate
|
(34.0 | %) | (34.0 | %) | ||||
Permanent Differences
|
0.0 | % | 0.0 | % | ||||
Change in Valuation Allowance on Deferred Tax Assets
|
34.0 | % | 34.0 | % | ||||
Effect of Foreign Earnings, Net of Allowable credits
|
0.0 | % | 0.0 | % | ||||
Income Tax
|
0.0 | % | 0.0 | % |
For the Years Ended
|
||||||||
December 31,
|
||||||||
2010
|
2009
|
|||||||
Deferred Tax Assets (Liabilities) - Long Term
|
||||||||
Net Operating losses
|
$ | 2,587,000 | $ | 1,935,000 | ||||
Medical Registration Rights
|
3,964,000 | 2,126,000 | ||||||
Stock Based Compensation
|
35,000 | 35,000 | ||||||
Valuation Allowance
|
(6,586,000 | ) | (4,096,000 | ) | ||||
Net Deferred Tax Asset
|
$ | - | $ | - |
Amount
|
Amount
|
|||||||
December 31, 2011
|
17,024 | 22,560 | ||||||
December 31, 2012
|
17,450 | 23,124 | ||||||
December 31, 2013
|
17,886 | 23,702 |
·
|
As of December 31, 2010, there was a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles (“GAAP”) in the US and the financial reporting requirements of the Securities and Exchange Commission.
|
·
|
As of December 31, 2010, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.
|
·
|
As of December 31, 2010, there was a lack of segregation of duties, in that we only had one person performing all accounting-related duties.
|
·
|
As of December 31, 2011, there were no independent directors and no independent audit committee.
|
Name
|
Age
|
With Company
Since
|
Director/Position
|
||||
Erwin R. Bouwens
|
48
|
4/2008
|
Chief Executive Officer, Chairman of the Board of Directors
|
||||
Randy Hibma
|
39
|
1/2004
|
Chief Financial Officer, Director
|
||||
Name/ Position
|
Year
|
Salary
|
Bonus
|
Stock
|
Other
|
Total
|
|||||||||||
Erwin R. Bouwens
|
2010
|
$
|
240,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
240,0000
|
||||||
Chief Executive Officer
|
2009
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Randy Hibma
|
2010
|
$
|
99,430
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
99,430
|
||||||
Chief Financial Officer
|
2009
|
$
|
82,800
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
82,800
|
||||||
2008
|
$
|
69,900
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
69,900
|
|||||||
§
|
each person known by us to be the beneficial owner of more than 5% of our common stock;
|
§
|
each of our directors;
|
§
|
each of our executive officers; and
|
§
|
our executive officers and directors as a group.
|
Title of Class
|
Name and Address
|
Number of Shares
|
Percent of Class
|
||
Common Stock
|
Erwin R. Bouwens
Rontgenlaan 27, 2719 DX Zoetermeer, The Netherlands
|
99,208,794
|
(1)(2)
|
60,1
|
%
|
Common Stock
|
Randy Hibma
Rontgenlaan 27, 2719 DX Zoetermeer, The Netherlands
|
2,000,000
|
(3)
|
1.2
|
%
|
Common Stock
|
Officers and Directors as a group (two persons)
|
101,208,794
|
61,3
|
%
|
(3)
|
Mr. Hibma is the holder of a subordinated note which is convertible into 1,768,928 shares of common stock. If Mr. Hibma will convert the entire amount of the note, his ownership would then consist of 3,768,928 shares of common stock of the Company, or 2,26% of the common stock of the Company.
|
Cash
|
$
|
4,993
|
||
Receivables
|
17,513
|
|||
Fair Value of Medical Registration Rights
|
14,600,000
|
|||
Liabilities Assumed
|
(6,153
|
)
|
||
14,616,353
|
||||
Fair value of 48,000,000 shares @ $0.51 per share
|
24,480,000
|
|||
Impairment of Goodwill
|
$
|
9,863,647
|
FIRM
|
FISCAL YEAR 2010
|
FISCAL YEAR 2009
|
||
Meyler & Company, LLC
|
||||
(i), (ii) Audit Related Fees | $50,000 | $51,600 | ||
(iii) Tax Fees | $0 | $0 | ||
(iv) All Other Fees | $0 | $0 |
FIRM
|
FISCAL YEAR 2010
|
FISCAL YEAR 2009
|
||
Meyler & Company, LLC
|
$50,700
|
$51,600
|
3.1
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Corporate Charter of Beck & Co. as filed with the Nevada Secretary of State on April 6, 1998, incorporated by reference from the Company’s Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on April 4, 2000.
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3.2
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Bylaws of Beck & Co., incorporated by reference from the Company’s Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on July 6, 1999.
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3.3
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Amendment to the Company’s Articles of Incorporation as filed with the Nevada Secretary of State on March 31, 2000, changing the authorized number of shares of the Company, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.
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3.4
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Amendment to the Company’s Articles of Incorporation as filed with the Nevada Secretary of State on September 11, 2000, changing the name of the Company, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.
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3.5
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Amendment to the Company’s Articles of Incorporation as filed with the Nevada Secretary of State on September 12, 2000, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.
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3.6
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Amendment to the Company’s Articles of Incorporation whereby the authorized number of shares of the Company’s common stock increased from 200,000,000 to 500,000,000, incorporated by reference herein from Exhibit 3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 5, 2004 and as filed with the Nevada Secretary of State on August 23, 2004.
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3.7
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Amendment to the Company’s Articles of Incorporation whereby the Company changed its corporate name, incorporated by reference herein from Exhibit 3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 5, 2005.
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3.8
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Amendment to the Company’s Articles of Incorporation whereby the Company changed its corporate name, as filed with the Nevada Secretary of State on December 12, 2007, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.
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3.9
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Stock Exchange Agreement between the Company and Joost de Metz (“de Metz”), Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and Medical Network Holding BV dated April 17, 2008, incorporated herein by reference from Exhibit 9.2 to the Form 8-K of the Company filed on May 2, 2008.
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3.10
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General Release and Settlement Agreement, incorporated herein by reference from Exhibit 9.1 to the Form 8-K of the Company filed on May 2, 2008.
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3.11
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Consulting Agreement between the Company and London Finance Group, Ltd., incorporated herein by reference from Exhibit 9.1 to the Form 8-K of the Company filed on May 2, 2008.
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3.12
|
Draft Release and Settlement Agreement amending and rescinding certain agreements made on April 17, 2008.
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10.1
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Settlement Agreement between the Company and Mssrs. Fred De Vries and Renato Mariani, incorporated by reference herein from Exhibit 10 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 27, 2007, File No. 07721776.
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10.2
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Release and Settlement Agreement between the Company, Joost de Metz , Willem Blijleven, E.R. Bouwens Beheermaatschappij B.V., Medical Network Holding BV , Total Look, BV , London Finance Group, Ltd., Dojo Enterprises, LLC, Hyperion Fund, L.P., The Palisades Capital, LLC 401(k) Profit Sharing Trust , The Morpheus 2005 Trust dated December 1, 2005 , Burton Partners, LLC , Picasso, LLC and Glacier, LLC
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10.3
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Employment Contract between the Company and Randy Hibma, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.
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10.4
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Ethics Code of the Company, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.
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10.5
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Employment Contract between the Company and Randy Hibma, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.
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10.6
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Ethics Code of the Company, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.
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10.7
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Subrdinated Agreement ER Bouwens Beheermaatscheppij
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10.8
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Subrodinated Agreement Naranja
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10.9
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Subordinated Agreement R. Hibma
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10.10
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Subordinated Agreement R.P. Piceni
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10.11
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Subordinated Agreement Total Look
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10.12
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Addendum to 10% Convertible Debt Admefo
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10.13
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Addendum to 10% Convertible Deb. RPP
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10.14
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Convertible Debenture - Admefo
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10.15
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Convertible Debenture - Piceni
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10.16
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Securities Purchase Agreement - Admefo
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10.17
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Securities Purchase Agreement - Piceni
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31.1
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act.
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31.2
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act.
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32
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Certification Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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GENMED HOLDING CORP. | ||
(Registrant) | ||
Date: April 15, 2011 | By: /s/ ERWIN R. BOUWENS | |
Erwin R. Bouwens | ||
Chief Executive Officer and | ||
Chairman of the Boards | ||
Date: April 15, 2011 | By: /s/ RANDY HIBMA | |
Randy Hibma | ||
Chief Financial Officer | ||
Director |