Genmed Holding Corp - FORM 10-Q - May 21, 2012

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EX-32.2 - SECTION 1350 CERTIFICATIONS OF CFO - Genmed Holding Corpf10q_322-genm.htm
EX-31.2 - RULE 13A-14(A) / 15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER - Genmed Holding Corpf10q_312-genm.htm
                                                                         
 
 UNITED STATES
  
 
 SECURITIES AND EXCHANGE COMMISSION
  
 
 WASHINGTON, DC 20549
  
 
FORM 10-Q
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT

Commission File Number: 000-26607
GENMED HOLDING CORP.
Exact name of registrant as specified in its charter

   NEVADA
 
    88-0390828
 
   (State or other jurisdiction of      I.R.S. Employer  
   incorporation or organization)      Identification No.
 
 

 
     Rontgenlaan 27, 2719 DX    
     Zoetermeer, The Netherlands    
     (Address of principal executive offices)    
         
     011-31-793-630-129    
     Registrant's telephone number, including area code    
         
     N/A    
     (Former name, former address and former fiscal year,    
     if changed since last report)    
         
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 x Yes  oNo
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)  x Yes    o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
   Large accelerated filer o      Accelerated filer  o  
   Non-accelerated filer o   (Do not check if a smaller reporting company)      Smaller reporting company x  
           
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No   x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 294,875,387 shares of common stock as of May 21, 2012.

 
 
1
 
 
GENMED HOLDING CORP.
 
FORM 10-Q
 
TABLE OF CONTENTS

 
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INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE
 
 
This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K/A, and any updated risk factors we include in our quarterly reports on Form 10-Q and other filings with the SEC. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
 
 
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:
 
     
 
•
risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment;
     
 
•
our ability to attract new clients and retain existing clients;
     
 
•
our ability to retain and attract key employees;
     
 
•
risks associated with assumptions we make in connection with our critical accounting estimates;
     
 
•
potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;
     
 
•
potential downgrades in the credit ratings of our securities;
     
 
•
risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and
     
 
•
developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.
 
Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our 2011 Annual Report on Form 10-K/A and other filings with the SEC.
 
 
 
 
PART I

ITEM 1           FINANCIAL STATEMENTS
 
GENMED HOLDING CORP. AND SUBSIDIARIES


MARCH 31, 2012
CONTENTS
 
 




 
 
GENMED HOLDING CORP. AND SUBSIDIARIES
             
  (Unaudited)
             
    March 31,      December 31,  
     2012      2011  
ASSETS
            
             
CURRENT ASSETS
            
Cash
   $ 658,530     $ 904,489  
VAT receivable
     3,425       8,082  
Deferred financing costs, net
     77,291       90,906  
Prepaid Expenses
     11,671       29,171  
    Total Current Assets
     750,917       1,032,648  
                 
          EQUIPMENT, net accumulated depreciation of $13,138 and $11,926 at March 31, 2012 and December 31, 2011, respectively
     4,002       4,715  
Total Assets
   $ 754,919     $ 1,037,363  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                 
CURRENT LIABILITIES
                
Accounts payable
   $ 101,857     $ 89,297  
Accrued salaries
     7,166       5,224  
Accrued expenses
     11,317       7,770  
Accrued expenses - related parties
     3,682       3,575  
Loans payable to related parties
     40,014       38,850  
    Total Current Liabilities
     164,036       144,716  
                 
LONG TERM LIABILITIES
                
          Convertible bonds payable, net of discount of discount of $0 and $179,337 at March 31, 2012 and December 31, 2011, respectively     2,028,800       1,988,275  
          Non-convertible bond payable
     589,561       520,590  
     Total Long Term Liabilities
     2,618,361       2,508,865  
                 
Total Liabilities
     2,782,397       2,653,581  
                 
COMMITMENTS AND CONTINGENCIES
     -       -  
                 
STOCKHOLDERS' EQUITY
                
 Class A Convertible Preferred Stock, par value $0.001; authorized 500,000,000 shares; there were no shares issued and outstanding atMarch 31, 2012 and December 31, 2011, respectively.
     -       -  
 Common stock, par value $0.001; authorized 500,000,000 shares; issued and outstanding- 294,875,387 shares at March 31, 2012 and December 31, 2011, respectively
     294,874       294,874  
Additional paid-in capital
     73,425,940       73,425,940  
Accumulated deficit
     (75,794,871 )     (75,437,616 )
Accumulated other comprehensive income
     46,579       100,584  
    Total Stockholders' Deficit
     (2,027,478 )     (1,616,218 )
                 
Total Liabilities and Stockholders'  Deficit
   $ 754,919     $ 1,037,363  
                 
                 
See accompanying notes to unaudited consolidated  financial statements
 
 
GENMED HOLDING CORP. AND SUBSIDIARIES
             
  (Unaudited)
 
             
   
For the Three Months Ended
  
   
March 31,
  
   
2012
    
2011
  
             
COST AND EXPENSES:
            
Selling, general and administrative
   $ 272,497     $ 345,887  
Depreciation and amortization
     840       866  
Research & development
     32,850       26,235  
    Total Costs and Expenses
     306,187       372,988  
                 
NET OPERATING LOSS
     306,187       372,988  
                 
OTHER INCOME (EXPENSE)
                
Income (loss) on foreign exchange
     10,031       42,496  
Interest expense
     (50,055 )     (57,269 )
Amortization - debt discount
     -       (79,296 )
Amortization - deferred financing costs
     (11,044 )     -  
Total Other Income (Expense)
     (51,068 )     (94,069 )
                 
NET LOSS
     (357,255 )     (467,057 )
                 
COMPREHENSIVE INCOME, NET OF TAX
                
Other comprehensive income (loss)
                
Foreign currency translation adjustments
     (54,005 )     (65,288 )
                 
Comprehensive loss
   $ (411,260 )   $ (532,345 )
                 
NET LOSS PER COMMON SHARE
                
(BASIC AND DILUTED)
   $ (0.00 )   $ (0.00 )
                 
WEIGHTED AVERAGE COMMON
                
SHARES OUTSTANDING
     294,875,387       165,001,655  
                 
                 
See accompanying notes to unaudited consolidated financial statements

 
GENMED HOLDING CORP. AND SUBSIDIARIES
  
             
 
             
             
   
For the three months ended
  
    March 31,  
    2012    
2011
  
CASH FLOWS FROM OPERATING ACTIVITIES
            
Net loss
   $ (357,255 )   $ (467,057 )
Adjustments to reconcile net loss to cash flows used in operating activities:
                
Depreciation and amortization
     840       866  
Amortization of beneficial conversion feature
     -       79,296  
Amortization of deferred financing costs
     11,044       -  
Stock-based compensation
     -       20,040  
Changes in operating assets and liabilities:
                
VAT receivable
     4,657       21,098  
Prepaid expenses
     17,500       13,061  
Accounts payable
     12,560       (46,763 )
Accrued salaries
     1,942       (14,354 )
Accrued expenses
     3,547       46,506  
Accrued expenses - related parties
     107       53,953  
    Net Cash Used in Operating Activities
     (305,058 )     (293,354 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
                
Borrowings on non-convertible bonds
     53,351       528,675  
Payments of financing fees
     (1,353 )     -  
Payments on loans payable to related parties
     -       (50,463 )
        Net Cash Provided by Investing Activities
     51,998       478,212  
                 
EFFECT OF CHANGE IN EXCHANGE RATE
     7,101       (24,640 )
                 
INCREASE (DECREASE) IN CASH
     (245,959 )     160,218  
                 
CASH, BEGINNING OF PERIOD
     904,489       868,770  
CASH, END OF PERIOD
   $ 658,530     $ 1,028,988  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                
                 
CASH PAID FOR:
                
Interest
   $ 49,948     $ 26,873  
Taxes
   $ -     $ -  
                 
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
                
Conversion of convertible debentures into common stock
   $ -     $ 1,146,557  
Issuance of common stock for promotional services
   $ -     $ 20,040  
Beneficial conversion feature on bonds payable charged to additional paid-in capital
   $ -     $ 256,594  
                 
                 
See accompanying notes to unaudited consolidated  financial statements

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
(UNAUDITED)
 
 
NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Genmed Holding Corp. (“GENM” or the “Company”) through its wholly owned Dutch subsidiary Genmed B.V. is focusing on the delivery of low cost generic medicines directly to distribution chains throughout Europe.  Generic medicines, which become available when the originator medicines patents has expired, are, due to continuing governmental pressure and new insurance policies, increasingly used as equally effective alternatives to higher-priced originator pharmaceuticals by general practitioners, specialists and hospitals.

Basis of Presentation
 
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted for interim financial statement presentation and in accordance with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation.  In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows.  The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.  For further information, refer to the financial statements and footnotes thereto included in the Genmed Holding Corp. and Subsidiaries annual report on Form 10-K for the year ended December 31, 2011.
 
Foreign Currency Translation

The Company considers the EURO (“€”) to be its functional currency.  Assets and liabilities were translated into US dollars (“US$”) as of March 31, 2012 and December 31, 2011 at the period end exchange rate of €1.00 to US$ 1.3338 and €1.00 to US$ 1.2950, respectively.  Statement of Operations amounts for the three months ended March 31, 2012 and 2011 were translated using the average rates during the periods of €1.00 to US$ 1.39120 and €1.00 to US$ 1.3667, respectively. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive loss, a separate component of stockholders' equity.
 
 
NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $357,255 for the three months ended March 31, 2012 and has an accumulated deficit of $75,794,871 at March 31, 2012. Management's plans include the raising of capital through the equity markets to fund future operations and the generating of revenue through its business. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations.  Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.  These matters raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


NOTE 3 – NOTES PAYABLE TO RELATED PARTIES

The Company has received other loans from individuals related to the Company at various times for working capital and to fund required operating expenses. These advances are unsecured and are free from  interest. The amounts outstanding at March 31, 2012 and December 31, 2011 aggregate $40,014 and $38,850, respectively.

 GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
(UNAUDITED)
 
 
NOTE 4 – NON-CONVERTIBLE BONDS PAYABLE

During the period ended March 31, 2012, the Company issued €40,000 (approximately $53,351) in non-convertible bonds. In connection with the financing, the Company paid €1,038  (approximately $1,353) in financing fees.  These fees were deferred and will be amortized over the term of the related notes. During the period ended March 31, 2012, approximately €8,400 ($11,044) of total fees had been amortized resulting in a balance of $77,291 as of March 31, 2012. The bonds have a term of 48 months and, depending on the participated amount, bear an annual interest rate of 7.4% or 7,8%. The Bonds are recallable, after 10, 22 or 34 months, with a notice of two months and with a penalty of 10% of the value of the bond, up to a yearly maximum of 5% of the total funds received through the issuances of such bonds. Buyback requests will be handled in order of entries.
 
During the first and second quarter of 2011, the Company has also entered into addendum agreements with some of the bondholders for a conversion feature, whereby the bondholder has the right to convert the bond, or a portion of it, during the term of the bond into shares of the Company’s common stock at prices ranging between $0.13 and $0.50 per share. As of March 31, 2012, there are approximately $2,029,000 of bonds may convert the bonds into 12,450,282 shares of common stock.
 
At March 31, 2012, future minimum principal payments over the next five years and in the aggregate are as follows:

Year Ending
  
Amount
  
 March 31, 2013
  
$
-
  
 March 31, 2014
    
-
  
 March 31, 2015
    
1,655,261
  
 March 31, 2016
    
   963,100
  
 Total
  
$
2,618,361
  
  

NOTE 5 – SUBSEQUENT EVENT

In April of 2012, the Company entered into a bond agreement for an additional €10,000 (approximately $13,300). The bonds have a term of 48 months and bear an annual interest rate of 7.4%. The Bonds are recallable, after 10, 22 or 34 months, with a notice of two months and with a penalty of 10% of the value of the bond, up to a yearly maximum of 5% of the total funds received through the issuances of such bonds.
 
 

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

Forward-looking Information

This Form 10-Q quarterly report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

General

The following discussion and analysis summarizes the results of operations of Genmed Holding Corp. ("Genmed," the "Company," or "we"), for the three month period ended March 31, 2012.

The Company successfully obtained the Marketing Authorizations for its first generic product within seven countries of the European Union. The Company continued developing its business, and has now entered into negotiations with distributors in four countries within the EU. The Company has started the registration process of its generic product in 5 additional countries within the European Union and expects to obtain the Marketing Authorizations from these countries during the course of 2012.

The Company has also started negotiations with certain distributors in countries outside the European Union to sell a number of its products. The Company hopes that these negotiations will finally result in sales orders, though the Company anticipates that actual sales will take some time to develop due to the registration requirements in the various countries. The Company believes that the registration process in these countries is less costly and less time consuming than the registration process for countries within the European Union, and hopes to be able to start selling its products in a reasonable time.

On April 17, 2008, the Company entered into a Stock Exchange Agreement (the “Stock Exchange Agreement”) with Genmed BV resulting in Genmed BV becoming a wholly owned subsidiary of the Company. Also on April 17, 2008, the Company entered into a General Release and Settlement Agreement (the “General Release and Settlement Agreement) and a consulting agreement with London Finance Group. See Exhibits 10.1, 10.2, and 10.3 incorporated by reference hereto.

In April 2009, the parties to the Stock Exchange Agreement, the General Release and Settlement Agreement and the consulting agreement described above, agreed and formalized by written agreement, to the cancellation of all of the warrants issued pursuant to such agreements, to the cancellation and re-issuing of certain shares issued pursuant to such agreements, and agreed to the cancellation of the consulting agreement with the London Finance Group, including the cancellation of the shares and warrants that have been issued to the London Finance Group as part of such consulting agreement. See Exhibit 10.4 hereto, 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.


Results of Operations

Comparison of the three months ended March 31, 2012 and 2011

Net Sales. The Company had no sales during the three months ended March 31, 2012 and 2011. Additional variations in some EU countries have been submitted in order to allow the Company to start the sales and marketing. During this process the Company was not allowed to start the sales of its generic product.

Selling, General, and Administrative expenses. The Company incurred $272,497 in Selling, general, and administrative expenses during the three month period ended March 31, 2012 as compared to $345,887 in Selling, general, and administrative expenses for the comparable period in 2011. The decrease in selling, general and administrative expenses was mainly due to a decrease in consulting expenses with respect to the issuances of bonds. Furthermore, the Company had no EU registration expenses and had no company awareness expenses during the period ended March 31, 2012, while it incurred such expenses during the same comparable period in 2011.
 
Depreciation and Amortization. The Company incurred $840 in depreciation and amortization during the three months ended March 31, 2012, compared $866 in depreciation and amortization during the three months ended March 31, 2011.

Research and Development. The Company incurred $32,850 in Research and Development expenses during the three months ended March 31, 2012, as compared to $26,235 in Research and Development expenses during the three months ended March 31, 2011.

Net Operating Loss. As a result of the Company’s selling, general, and administrative expenses, the Company incurred a net operating loss of $306,187 for the three month period ended March 31, 2012, as compared with $372,988 for the three month period ended March 31, 2011.

Other Income (Expenses). The Company had an income on foreign exchange during the three month period ended March 31, 2012 of $10,031 compared to an income of $42,496 for the three month period ended March 31, 2011. The Company incurred interest expenses of $50,055 during the three month period ended March 31, 2012, as compared to $57,269 in interest expense during the comparable period in 2011. The decrease in interest expense was due primarily to the conversion of the subordinated convertible debt agreements into shares of the Company’s Common Stock in December 2011. During the period ended March 31, 2012, the Company issued an additional $53,351 (€40,000) in interest bearing bonds. Amortization of debt discount of $79,296 was recorded for the three month period ended March 31, 2011 and no debt discount was amortized for the three month period ended March 31, 2012, because the company had amortized the complete amount in debt discount as per December 31, 2011.

Net Loss. The Company incurred a net loss of $357,255 during the three month period ended March 31, 2012, as compared with a net loss of $467,057 for the three month period ended March 31, 2011.
 
Liquidity and Capital Resources

At March 31, 2012, the Company had a working capital of $586,881.

At March 31, 2012, the Company successfully registered its first generic product in seven EU countries and continued developing its business of the distribution and sale of generic drugs. The Company had no revenues in generic products during the three months ended March 31, 2012 and had no revenues in generic products during the comparable period in 2011.

As of March 31, 2012, the Company was primarily relying on its corporate officers, directors, and outside investors for the funding needed for the implementation of its business plan. The Company’s management is currently looking for the capital needed to complete its corporate objectives. The Company cannot predict the extent to which its liquidity and capital resources will be available prior to executing its business plan or whether it will have sufficient capital to fund typical operating expenses.

If the Company is unable to obtain financing from any of one of these aforementioned sources, the Company would not be able to complete the financial requirements regarding the development of its generic drug distribution business or to continue as a going concern.

In April 2012, the Company entered into a bond agreement for an additional €10,000 (approximately $13,300).
 
Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Smaller reporting companies are not required to provide the information required by this item.
 
Item 4.  Controls and Procedures

Evaluation of disclosure controls and procedures.

Management is responsible for establishing and maintaining adequate controls over financial reporting.  The Company’s disclosure controls and procedures are designed to ensure (i) that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act of 1934, as amended (the “Exchange Act”), are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  Furthermore, smaller reporting companies face additional limitations.  Smaller reporting companies employ fewer individuals and may find it difficult to properly segregate duties.  Often, one or two individuals control every aspect of the company’s operation and are in a position to override any system of internal control.  Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Pursuant to rules adopted by the SEC as directed by Section 302 of the Sarbanes-Oxley Act of 2002, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)) as of March 31, 2012.  In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, were not effective at a reasonable assurance level.  Management’s assessment identified the following material weaknesses:

·  
As of March 31, 2012, 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 March 31, 2012, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to current requirements of GAAP and SEC disclosure requirements.

·  
As of March 31, 2012, there was a lack of segregation of duties, in that we had only one person performing all accounting-related duties.

·  
As of March 31, 2012, there were no independent directors and no independent audit committee.

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.  We continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.  We plan to further address these issues once we commence operations and are able to hire additional personnel in financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
 
The Company’s outstanding shares at March 31, 2012 differ from the transfer agent by 15,578,826 shares. The shares are in connection with an April 2009 Release and Settlement Agreement.  In accordance with the agreement, certain shareholders (known as the “California Shareholders) who are party to the agreement were to return 15,578,826 shares to the transfer agent and the Company was to reissue 13,178,826 shares to another company controlled by a principal shareholder of the Company.  The original 15,578,826 shares were included in a block of shares aggregating 19,740,000 which are part of a law suit involving the California shareholders.  In March 2011, the California shareholders obtained a court order whereby they regained possession of the shares which were to be returned to the Company.  The Company, assuming the 15,578,826 shares would be returned, issued the 13,178,826 shares under the terms of the Release and Settlement Agreement.  As of the filing of this report, the California shareholders have not returned the shares and the Company is vigorously pursuing every available course of action to have the shares returned to the transfer agent and be cancelled.

Item 1A.  Risk Factors

An investment in our shares is speculative and involves a high degree of risk.  Therefore, you should not invest in our shares unless you are able to bear a loss of your entire investment.  You should  carefully consider the following factors as well as those set forth in our annual report on Form 10-K/A for the year ended December 31, 2011 and the other information contained herein before deciding to invest in our shares.  Factors that could cause actual results to differ from our expectations, statements or projections include the risks and uncertainties relating to our business described above.  The fact that some of the risk factors may be the same or similar to our past filings means only that the risks are present in multiple periods.  We believe that many of the risks detailed here and in our SEC filings are part of doing business in our industry and will likely be present in all periods reported.  The fact that certain risks are endemic to our industry does not lessen the significance of the risk.  We urge you to carefully consider the following discussion of risks as well as other information regarding our common stock.  This report and statements that we may make from time to time may contain forward-looking information.  There can be no assurance that actual results will not differ materially from our expectations, statements or projections.


Risk Factors Relating to our Business

The Company is currently in the development stage of its generic drug distribution business and is attempting to develop and maintain relationships with generic drug manufacturers, retail entities, and government regulatory authorities. If the Company is unable to develop and maintain such relationships or unable to secure and maintain contractual relationships with generic drug manufacturers, retail entities, and government regulatory and licensing authorities the Company may not be able to fulfill its business plan and would likely be unable to continue its operations.

Similarly, if the Company is unable to obtain regulatory licensing to distribute, market, and sell its generic drugs, the Company would likely be unable to continue its operations. The Company is seeking to distribute and sell its generic drugs throughout Europe and in other countries. The Company will be subject to certain regulatory requirements which may cause the Company to incur additional expenses and resources maintaining compliance with such regulations, and may slow or stop the Company’s ability to distribute and sell generic drugs.

The distribution of pharmaceuticals and related healthcare solutions is highly competitive. The Company competes with national wholesale distributors of pharmaceuticals; regional and local distributors of pharmaceuticals; chain drugstores that warehouse their own pharmaceuticals; specialty distributors; and other healthcare providers. The Company is competing against more experienced and more developed competitors with greater resources, and established relationships, contracts, and products.

As shown in the accompanying financial statements and notes, the Company has incurred a net loss of $357,255 for the three months ended March 31, 2012 and has an accumulated deficit of $75,794,871 at March 31 2012.  The Company is reliant upon its officers and directors for capital and intends to raise capital through equity markets to fund future operations and to generate revenue through its business operations. Failure to raise adequate capital and to generate adequate sales revenues could result in the Company being unable to effectuate its business plan.  Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that such revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flow from operations. These matters have raised substantial doubt about the Company's ability to continue as a going concern.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

On March 18, 2011, the Company issued 167,000 shares of its common stock to an individual for promotional services valued at $0.12 per share for a total value of $20,040.

On May 23, 2011, the Company issued 5,000,000 shares of its common stock to a Company for financial consulting services valued at $0.17 per share for a total value of $850,000.

On May 23, 2011, the Company issued 1,900,000 shares of its common stock to a company as part of a conversion of the interest payable on subordinated convertible debt valued at $0.02 per share for a total value of $38,000.

On June 10, 2011, the Company issued 1,768,928 shares of its common stock to its CFO as part of a conversion of subordinated convertible debt valued at $0.04 per share for a total value of $70,757.

On December 14, 2011, the Company issued 4,874,335 shares of its common stock to its CFO as part of a conversion of unpaid salaries and management fees at $0.02 per share for a total value of $97,487.  The fair value of the common stock exceeded the carrying value of the related payable by $48,744 which was recorded as a loss on settlement of accounts payable during the year ended December 31, 2011.

On December 14, 2011, the Company issued 13,234,666 shares of its common stock to a company that is owned by the Company’s CEO as part of a conversion of unpaid management fees at $0.02 per share for a total value of $264,693.  The fair value of the common stock exceeded the carrying value of the related payable by $132,346 which was recorded as a loss on settlement of accounts payable during the year ended December 31, 2011.

On December 14, 2011, the Company issued 2,633,040 shares of its common stock to a company as part of a conversion of unpaid management fees and the conversion of the remainder of a loan payable at $0.02 per share for a total value of $52,661.  The fair value of the common stock exceeded the carrying value of the related payable by $26,331 which was recorded as a loss on settlement of accounts payable during the year ended December 31, 2011.

On December 14, 2011, the Company issued 991,121 shares of its common stock to a company as part of a conversion of a subordinated convertible debt, including unpaid interest at $0.04 per share for a total value of $39,645.

On December 14, 2011, the Company issued 13,732,787 shares of its common stock to an individual as part of the conversion of a 10% Secured Convertible Debenture, including all unpaid interest at $0.01 per share for a total value of $ 137,328.

On December 14, 2011, the Company issued 85,595,977 shares of its common stock to a company as part of the conversion of a 10% Secured Convertible Debenture at $0.01 per share for a total value of $ 855,960.
 
 
Item 3.  Defaults Upon Senior Securities

None.


Item 4.  [Removed and Reserved]

N/A
 

Item 5.  Other Information

None
 

Item 6.  Exhibits


Exhibit    10.1
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 to Exhibit 9.2 to the Form 8-K current  report of the Company filed on May 2, 2008.

Exhibit    10.2
General Release and Settlement Agreement, incorporated herein by reference to Exhibit 9.1 to the Form 8-K current report of the Company filed on May 2, 2008.

Exhibit    10.3
Consulting Agreement between the Company and London Finance Group, Ltd.,
incorporated herein by reference to Exhibit 9.1 to the Form 8-K current report of the Company filed on May 2, 2008.

Exhibit    10.4
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, incorporated herein by reference to Exhibit 10.2 to the Form 10-K annual report of the Company filed on May 15, 2009.





 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  May 21, 2012
Genmed Holding Corp.
   
   
 
By: /s/ Randy Hibma
 
Randy Hibma, Chief Financial Officer
 

 
 
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