U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File Number: 000-49720
GenoMed, Inc.
(Exact name of Small Business Issuer as specified in its Charter)
Florida
(State or other jurisdiction of incorporation or organization)
43-1916702
(I.R.S. Employer Identification No.)
9666 Olive Boulevard, Suite 310, St. Louis, Missouri 63132
(Address of principal executive offices) (Zip Code)
(314) 983-9933
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ] No [X] This report is being filed late.
APPLICABLE ONLY TO CORPORATE ISSUERS
As of June 27, 2005, we had 197,211,040 shares of our common stock outstanding.
INDEX
PART I CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.............................. 2
Item 2. Management's Discussion and Analysis and Plan of Operation..... 7
Item 3. Controls and Procedures........................................ 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 13
Item 3. Defaults Upon Senior Securities................................ 19
Item 4. Submission of Matters to a Vote of Security Holders............ 19
Item 5. Other Information.............................................. 19
Item 6. Exhibits ...................................................... 20
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PART I.
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
GenoMed, Inc.
(A Development Stage Company)
Condensed Consolidated Balance Sheet
March 31, 2005
(Unaudited)
Assets
Current assets:
Cash $ 274,071
Other receivables 800
Inventory 2,630
----------
Total current assets 277,501
----------
Property and equipment, net 132,773
----------
$ 410,274
==========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses $ 332,988
Due to shareholders 48,906
----------
Total current liabilities 381,894
----------
Stockholders' equity:
Common stock, $.001 par value,
1,000,000,000 shares authorized,
197,001,040 shares issued and outstanding 197,001
Additional paid in capital 7,807,520
Subscribed common shares 39,500
(Deficit) accumulated during the development stage (8,015,641)
----------
28,380
----------
$ 410,274
==========
See the accompanying notes to the financial statements.
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GenoMed, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Operations
Three Months Ended March 31, 2005 and 2004, and
the Period From Inception (January 3, 2001) to March 31, 2005
(Unaudited)
Three Months Three Months
Ended Ended Inception to
March 31, March 31, March 31,
2005 2004 2005
------------- ------------- --------------
Revenue $ 2,195 $ 669 $ 11,791
Operating expenses:
Research and development - - 946,973
Selling, general and administrative expenses 350,955 5,677,116 6,927,641
------------- ------------- --------------
350,955 5,677,116 7,874,614
------------- ------------- --------------
(Loss) from operations (348,760) (5,676,447) (7,862,823)
Other (income) and expenses:
Interest income (1,841) (248) (7,310)
Impairment of web site - - 6,939
Interest expense - - 153,189
------------- ------------- --------------
(1,841) (248) 152,818
------------- ------------- --------------
Net (loss) $ (346,919) $ (5,676,199) $ (8,015,641)
============= ============= ==============
Per share information - basic and fully diluted:
Weighted average shares outstanding - basic 196,265,734 163,608,201 232,370,660
============= ============= ==============
Weighted average shares outstanding - diluted 196,265,734 163,608,201 232,370,660
============= ============= ==============
Net income (loss) per share - basic $ (0.00) $ (0.03) $ (0.03)
============= ============= ==============
Net income (loss) per share - diluted $ (0.00) $ (0.03) $ (0.03)
============= ============= ==============
See the accompanying notes to the financial statements.
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GenoMed, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2005 and 2004, and
the Period From Inception (January 3, 2001) to March 31, 2005
(Unaudited)
Three Months Three Months
Ended Ended Inception to
March 31, March 31, March 31,
2005 2004 2005
------------ ------------ ------------
Cash flows from operating activities:
Net cash (used in) operating activities $ (254,128) $ (161,335) $ (2,275,692)
------------ ------------ ------------
Cash flows from investing activities:
Net cash (used in) investing activities (172) - (246,068)
------------ ------------ ------------
Cash flows from financing activities:
Net cash provided by financing activities 6,000 1,623,662 2,795,831
------------ ------------ ------------
Net increase (decrease) in cash (248,300) 1,462,327 274,071
Beginning - cash balance 522,371 11,469 -
------------ ------------ ------------
Ending - cash balance $ 274,071 $ 1,473,796 $ 274,071
============ ============ ============
See the accompanying notes to the financial statements.
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GenoMed, Inc.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
March 31, 2005
(Unaudited)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America ("GAAP") for interim financial information. They do not include all
of the information and footnotes required by GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation have
been included. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year. For
further information, refer to our financial statements as of December 31, 2004,
the years ended December 31, 2004, and 2003, and the period from inception
(January 3, 2001) to December 31, 2004, including notes thereto included in our
annual report on Form 10-KSB for the year ended December 31, 2004.
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The Company has experienced a significant loss from operations and has working
capital and stockholder deficits. For the period ended March 31, 2005, the
Company incurred a net loss of $346,919. In addition, the Company has a working
capital deficit of $104,393 at March 31, 2005.
The Company's ability to continue as a going concern is contingent upon its
ability to secure additional financing, increase ownership equity and attain
profitable operations. In addition, the Company's ability to continue as a going
concern must be considered in light of the problems, expenses and complications
frequently encountered in established markets and the competitive environment in
which the Company operates.
The Company is pursuing financing for its operations and seeking additional
investments. In addition, the Company is seeking to expand its revenue base by
adding new customers and increasing its advertising. Failure to secure such
financing or to raise additional equity capital and to expand its revenue base
may result in the Company depleting its available funds and not being able pay
its obligations.
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The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
(2) EARNINGS PER SHARE
We calculate net income (loss) per share as required by SFAS No. 128, "Earnings
per Share." Basic earnings (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares outstanding for the
period. Diluted earnings (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares and dilutive common stock
equivalents outstanding. During the periods presented common stock equivalents
were not considered as their effect would be anti-dilutive.
(3) STOCKHOLDERS' EQUITY
During the three months ended March 31, 2005, we charged $7,500 to operations
pursuant to our agreement to issue 500,000 shares of common stock at various
dates in accordance with the terms of advisory board contracts. As of March 31,
2005, 125,000 shares had been earned and had not been issued. The shares have
been valued at the trading price of the stock as of the measurement date. The
above amount has been included as subscribed common shares. Through March 31,
2005, an aggregate of 925,000 shares with a value of $51,750 have been earned
pursuant to the advisory board contracts.
During March 2002, we granted an officer options to purchase 37,500,000 shares
of common stock at an exercise price of 20% of the fair market value of our
common stock on the exercise date. The options may be exercised after May 6,
2002, for a period of 10 years as to 12,500,000 options and after November 6,
2002, for a period of 10 years as to 25,000,000 options. The change in the
discount from the fair market value of the common stock related to the options
will be charged to operations as general and administrative expenses during the
period from the grant date to the exercise date. During the three months ended
March 31, 2005, there was no change in fair market value related to these
options.
During the three months ended March 31, 2005, a former board member exercised
1,000,000 options and received 1,000,000 common shares for cash of $6,000.
During the three months ended March 31, 2005, we issued 568,216 shares of our
common stock in exchange for consulting services valued at $36,560. This amount
had been accrued at December 31, 2004.
During the three months ended March 31, 2005, a member of our Scientific
Advisory Board received 200,000 shares of our common stock for services valued
at their fair market value of $8,000.
(4) SUBSEQUENT EVENT
During May and June 2005 the Company issued 210,000 shares of common stock for
services. The shares were valued at their fair market value of $11,000.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
Forward-Looking Statements.
The following discussion should be read in conjunction with our financial
statements and related notes appearing elsewhere in this Form 10-QSB and our
Annual Report on Form 10-KSB for our fiscal year ended December 31, 2004. For
purposes of this discussion, GenoMed, Inc. is referred to herein as "we," "us,"
or "our." This discussion and analysis contains forward-looking statements based
on our current expectations, assumptions, estimates and projections overview.
The words or phrases "believe," "expect," "may," "should," "anticipates" or
similar expressions are intended to identify "forward-looking statements".
Actual results could differ materially from those projected in the
forward-looking statements as a result of the following risks and uncertainties,
which are more fully discussed in our periodic filings which are available for
review at www.sec.gov: (a) during 2004, our Plan of Operations was substantially
delayed due to lack of financing; (b) if we are not awarded patents or licenses,
we will never market potential products and our potential revenues will be
negatively affected; (c) our business may be adversely affected by regulatory
costs which would negatively affect our potential profitability; (d) because our
genomics method of gene identification is a relatively new gene identification
method, the public or prospective strategic partners may not accept it as an
acceptable gene identification method, which would negatively affect our
operations and potential revenues; (e) our competitors may develop and respond
to gene procedures and products before us due to their superior financial and
technical resources and superior technologies; (f) we may be subject to medical
or product liability claims that will negatively affect our potential
profitability and may lead to losses; (g) because we will lack control over the
outsourcing of sample collection, genotyping and data analysis, our quality
control and brand name reputation may be negatively affected; (h) if we fail to
recruit test patients for our clinical trials, our development of potential
products will be delayed, which would negatively affect our potential revenues;
(i) if our strategic partners fail to obtain Federal Drug Administration
approval, our costs may increase and our revenues may decrease; (j) our entire
business plan is dependent upon forming strategic alliances or acquisitions or
partnership alliances with others for which there are no assurances, and if we
fail to do so we will never generate any revenues; (k) if we fail to abide by
the terms of our acquisition agreement in which we acquired Genomic Medicine,
LLC, the acquisition could be rescinded and we would have no business or ability
to generate revenues; (l) if we fail to conduct adequate due diligence regarding
our strategic alliances or acquisitions and partnership alliances, we will be
subject to increased costs and operational difficulties; (m) our management
decisions are made by our President/Chief Executive Officer/Chairman of the
Board/Chief Medical Officer, Dr. David Moskowitz; if we lose Dr. Moskowitz's
services, our operations will be negatively impacted; (n) we have issued a
substantial amount of our common stock in connection with funding that we
obtained, which substantially dilutes the value of your shares; and (o) we have
a substantial amount of options outstanding that upon exercise will result in
the issuance of shares of our common stock, which will substantially dilute the
value of your shares.
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PLAN OF OPERATIONS
We have estimated the following expenses totaling $1,450,000 over the next year:
Annual
Type Expenditures Estimated Amount
------------------- ------------------
Salaries $ 440,000*
------------------- ------------------
Payroll taxes $ 110,000
Health Insurance
------------------- ------------------
Operating Expenses $ 300,000
------------------- ------------------
Genotyping $ 400,000
------------------- ------------------
Sample
Collection $ 50,000
------------------- ------------------
Marketing $ 150,000
------------------- ------------------
Total $1,450,000
==================
*Salaries consist of: (a) $140,000 - Chief Executive Officer/Chairman of the
Board/Chief Medical Officer; (b) $65,000 - Chief Financial Officer; (c) $70,000
- - Chief Scientific Officer; (d) $60,000 - Bio-Informatics Officer; (e) $80,000 -
Vice President of Marketing; and (e) $25,000 - Receptionist.
We intend to satisfy these estimated total expenditures through our cash of
$119,271 as of June 27, 2005, our possible revenues, and a private placement of
our equity securities.
During the next quarter, as well as the remainder of 2005, we will focus on
validating genotyping, as well as continuing to perform screening genotyping for
common cancers, such as lung, prostate, colon, breast and pancreas. We also plan
to continue processing blood samples from people with diseases of interest,
purifying DNA and working on provisional patients. We will market the protocol
for treatment of diabetis, hypertension, and chronic obstruction pulmonary
disease to several possible resources, including providers, employers,
physicians, and individuals.
-8-
We plan to market directly to the following sources:
1. Direct to Practioners - MD, DO family practice residency programs, general
internists and clinically oriented medical schools such as Texas Tech
University, Health Science Center and University of Kentucky-Lexington
2. Health Plans
3. Direct to Consumers-Atlanta, Chicago, Washington, DC, New York, Los Angeles
4. Indian Tribes
5. Hispanic and African American Patients
6. State Medicaid Offices-Missouri Florida Tennessee
7. Employers
8. Overseas National Health Services
REVENUES
We will continue to attempt to develop the following revenue segments:
o License fees;
o Research and development fees; and
o Government research and development grants.
Our potential revenues will be derived from
o Individuals;
o Managed care companies; and
o Government agencies.
UNCERTAINTIES AND TRENDS
Our possible revenues are dependent now and in the future upon the risks stated
above in (a) - (o) on page 7.
CAPITAL EXPENDITURES AND REQUIREMENTS
>From our inception to March 31, 2005, we have spent approximately $237,591.
We do not expect any significant expenses pertaining to property, plant and
equipment.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our financial statements requires us to make estimates and
assumptions that affect the reported amounts. The estimates and assumptions are
evaluated on an on-going basis and are based on historical experience and on
various other factors that are believed to be reasonable. Estimates and
assumptions include, but are not limited to, fixed asset lives, intangible
assets, income taxes, and contingencies. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
-9-
We believe the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of the financial
statements.
Stock-Based Compensation
SFAS 123, "Accounting for Stock-Based Compensation", encourages, but does not
require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has elected to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion 25, "Accounting for Stock Issued to
Employees" ("APB 25"). The Company accounts for equity instruments issued to
employees for services based on the fair value of the equity instruments issued
and accounts for equity instruments issued to other than employees based on the
fair value of the consideration received or the fair value of the equity
instruments, whichever is more reliably measurable.
SFAS 123 requires the Company to provide proforma information regarding net
income and earnings per share as if compensation cost for the Company's stock
option plans had been determined in accordance with the fair value based method
prescribed in SFAS 123. The fair value of the option grants is estimated on the
date of grant utilizing the Black-Scholes option pricing model.
Liquidity and Capital Resources
Cash at March 31, 2005 amounted to $274,071. Cash at June 27, 2005 amounted to
$119,271. We have experienced significant losses from our operations. For the
three-month period ended March 31, 2005, we incurred a net loss of $346,919. For
the period from our inception at January 3, 2001 to March 31, 2005, we incurred
a net loss of $8,015,641.
-10-
We anticipate total estimated expenditures of $1,450,000 or approximately
$120,833 of monthly expenditures. Based on our current cash of $119,271, we will
be able to conduct our Plan of Operations for only approximately one month. If
we have additional expenses that exceed our estimates or we have insufficient
funds at the time or we are unable to obtain sufficient financing, then we will
be unable to conduct our Plan of Operations, which may negatively impact
development of our brand name and reputation. In the event that we do not obtain
adequate financing we may have to liquidate our business and undertake any or
all of the following actions:
o Sell or dispose of our assets, if any;
o Pay our liabilities in order of priority, if we have available cash to pay
such liabilities;
o If any cash remains after we satisfy amounts due to our creditors,
distribute any remaining cash to our shareholders in an amount equal to the
net market value of our net assets;
o File a Certificate of Dissolution with the State of Florida to dissolve our
corporation and close our business;
o Make the appropriate filings with the Securities and Exchange Commission so
that we will no longer be required to file periodic and other required
reports with the Securities and Exchange Commission, if, in fact, we are a
reporting company at that time; and
o Make the appropriate filings with the National Association of Security
Dealers to affect a delisting of our common stock, if, in fact, our common
stock is trading on the OTC Bulletin Board at that time.
Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders. If we have any liabilities that we are
unable to satisfy and we qualify for protection under the U.S. Bankruptcy Code,
we may voluntarily file for reorganization under Chapter 11 or liquidation under
Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11 bankruptcy
action against us. If our creditors or we file for Chapter 7 or Chapter 11
bankruptcy, our creditors will take priority over our shareholders. If we fail
to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors, such
creditors may institute proceedings against us seeking forfeiture of our assets,
if any.
We do not know and cannot determine which, if any, of these actions we will be
forced to take.
If any of these foregoing events occur, you could lose your entire investment in
our shares.
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Item 3. CONTROLS AND PROCEDURES
Based on our management's evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the "Exchange Act")), our Chief Executive Officer and our Chief Financial
Officer have concluded that as of March 31, 2005, the end of the period covered
by this Quarterly Report on Form 10-QSB, such disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.
There were no changes in our internal control over financial reporting during
the quarter ended March 31, 2005 that have materially affected or are reasonably
likely to materially affect our internal control over financial reporting.
Our Chief Executive Officer and Chief Financial Officer do not have accounting
or finance backgrounds or formal training in accounting, finance or financial
reporting. We employ outside resources with the requisite expertise to insure
that our procedures for monitoring disclosure controls and procedures or
internal control over financial reporting are adequate.
-12-
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not applicable.
Item 2. UNREGISTERED SALES OF SECURITIES
In addition to reporting the unregistered sales of securities during the
three-month period ending March 31, 2005, we have also included those sales and
issuances which have not been specifically reported in our prior periodic
filings.
On June 13, 2005, we issued 100,000 shares of our common stock to Paula
Hempen-Shively, our Chief Scientific Officer, in payment of an annual bonus to
Paula Hempen-Shively as our Chief Scientific Officer. The shares were valued at
$0.055 per share or an aggregate of $5,500. We relied upon Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act") for the offer and
sale. We believed that Section 4(2) was available because the offer and sale did
not involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
security certificates representing these securities issued to Paula
Hempen-Shively stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.
On May 25, 2005, we issued 10,000 shares of our common stock to Joshua Finer in
exchange for registration of our domain name by Joshua Finer. The shares were
valued at $0.05 per share or an aggregate of $500. We relied upon Section 4(2)
of the Securities Act for the offer and sale. We believed that Section 4(2) of
the Securities Act was available because the offer and sale did not involve a
public offering and there was no general solicitation or general advertising
involved in the offer or sale. We placed restrictive legends on the certificates
representing these securities issued to Joshua Finer stating that the securities
were not registered under the Securities Act and are subject to restrictions on
their transferability and resale.
On May 25, 2005, we issued 100,000 shares of our common stock to Marci Thompson,
who is the daughter of Robyn Owens, our Chief Financial Officer. We issued
100,000 shares to Marci Thompson in payment of an annual bonus to her mother,
Robyn Owens, in connection with Robyn Owen's services as our Chief Financial
Officer from May 2004 to May 2005. The shares were valued $0.05 per share or an
aggregate of $5,000. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the security certificates representing these securities issued to
Marci Thompson stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.
-13-
On February 22, 2005, our Director, Richard Kranitz, exercised 1,000,000 options
that we granted to him on February 22, 2005 for services rendered as our
Director. The exercise price of the shares was $0.006 or an aggregate of $6,000.
We relied upon Section 4(2) of the Securities Act for the offer and sale. We
believed that Section 4(2) was available because the offer and sale did not
involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
security certificates representing these securities issued to Richard Kranitz
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
On February 9, 2005, we issued 200,000 shares of our common stock to Sergei
Danilov for his two years of services as a member of our Scientific Advisory
Board. The shares were valued at $.06 per share or $12,000. We relied upon
Section 4(2) of the Securities Act for the offer and sale. We believed that
Section 4(2) was available because the offer and sale did not involve a public
offering and there was no general solicitation or general advertising involved
in the offer or sale. We placed restrictive legends on the certificates
representing these securities issued to Sergei Danilov stating that the
securities were not registered under the Securities Act and are subject to
restrictions on their transferability and resale.
On January 7, 2005, we issued 368,216 shares of our common stock to Dennis
Robbins in exchange for business development consulting services rendered to us.
The shares granted to Dennis Robbins were valued at an average of $0.06 per
share or an aggregate of $24,560. We relied upon Section 4(2) of the Securities
Act for the offer and sale. We believed that Section 4(2) was available because
the offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the certificates representing these securities issued to
Dennis Robbins stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.
On January 7, 2005, we issued 200,000 shares of our common stock to Dennis
Robbins in exchange for his services as a member of our Business Advisory Board.
The shares granted to Dennis Robbins were valued at an average of $0.04 per
share or an aggregate of $8,000. We relied upon Section 4(2) of the Securities
Act for the offer and sale. We believed that Section 4(2) was available because
the offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the certificates representing these securities issued to
Dennis Robbins stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.
-14-
On December 10, 2004, in connection with Paula Hempen-Shively's exercise of
100,000 options at $0.01 or an aggregate of $1,000, we issued 100,000 shares of
our common stock to Paula Hempen-Shively. The options had been previously
granted to Paula Hempen-Shively in connection with her employment agreement with
us in which she was provided options in payment of her services as a Science
Officer. We relied upon Section 4(2) of the Securities Act for the offer and
sale. We believed that Section 4(2) was available because the offer and sale did
not involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
certificates representing these securities issued to Paula Hempen-Shively
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
On December 9, 2004, in connection with our agreement with Pierpoint
Investments, we issued 485,437 shares of our common stock to Dr. Alberto Horak
at a price of $0.0515 or an aggregate of $25,000. We relied upon Section 4(2) of
the Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was no general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the certificates representing these
securities issued to Dr. Alberto Horak stating that the securities were not
registered under the Securities Act and are subject to restrictions on their
transferability and resale.
On December 1, 2004, we issued 100,000 shares of our common stock to Dr. Joel
Brill for his future services as a member of our Business Development Advisory
Board. We relied upon Section 4(2) of the Securities Act for the offer and sale.
We believed that Section 4(2) was available because the offer and sale did not
involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
certificates representing these securities issued to Dr. Joel Brill stating that
the securities were not registered under the Securities Act and are subject to
restrictions on their transferability and resale.
On November 17, 2004, in connection with Joshua Finer's May 28, 2004 employment
agreement with us in which he was our Chief Internet (Information) Officer, we
issued 45,000 shares of our common stock to Joshua Finer representing six months
of services rendered to us by Joshua Finer at 7,500 shares per month. We relied
upon Section 4(2) of the Securities Act for the offer and sale. We believed that
Section 4(2) was available because the offer and sale did not involve a public
offering and there was no general solicitation or general advertising involved
in the offer or sale. We placed restrictive legends on the certificates
representing these securities issued to Joshua Finer stating that the securities
were not registered under the Securities Act and are subject to restrictions on
their transferability and resale.
-15-
On August 2, 2004, in connection with Kristine Loenneke's (then Kristine Fisher)
exercise of 100,000 options at $0.01 or an aggregate of $1,000, we issued
100,000 shares of our common stock to Kristine Loenneke. Our Board of Directors
had previously granted the options to Kristine Loenneke on January 9, 2003. We
relied upon Section 4(2) of the Securities Act for the offer and sale. We
believed that Section 4(2) was available because the offer and sale did not
involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
certificates representing these securities issued to Kristine Loenneke stating
that the securities were not registered under the Securities Act and are subject
to restrictions on their transferability and resale.
On July 16, 2004, in connection with our agreement with Pierpoint Investments,
we issued 77,778 shares of our common stock to Chandrakant Patel, at $.045 per
share or an aggregate of $3,500. We relied upon Section 4(2) of the Securities
Act for the offer and sale. We relied upon Section 4(2) of the Securities Act
for the offer and sale. We believed that Section 4(2) was available because the
offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the certificates representing these securities issued to
Chandrakant Patel stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.
On June 21, 2004, we issued 3,148,016 shares of our common stock to David W.
Moskowitz, our Chief Executive Officer/Chairman of the Board, at $.0155 per
share or an aggregate of $48,907, representing deferred compensation of $146,720
in connection with David W. Moskowitz's compensation agreement with us. This
deferred compensation of $146,720 represents the period from November 1, 2002
through December 31, 2003, of which one-third or $48,907 is to be paid in cash
in 2004, one-third or $48,907 to be paid in cash in 2005, and the balance of
$48,907 is to be paid in shares. We relied upon Section 4(2) of the Securities
Act for the offer and sale. We believed that Section 4(2) was available because
the offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the certificates representing these securities issued to
David W. Moskowitz stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.
On May 13, 2004, in connection with our agreement with Pierpoint Investments, we
sold 743,464 shares of our common stock to Pierpoint Investments at $0.045 per
share or aggregate of $33,456. We relied upon Section 4(2) of the Securities Act
for the offer and sale. We believed that Section 4(2) was available because the
offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the certificates representing these securities issued to
Pierpoint Investments stating that the securities were not registered under the
Securities Act and are subject to restrictions on their transferability and
resale.
-16-
On May 5, 2004, in connection with our agreement with Pierpoint Investments, we
sold 367,647 shares of our common stock to J. Hadley at $0.045 per share or an
aggregate of $16,544. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing these securities issued to J. Hadley
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
On May 4, 2004, in connection with our agreement with Pierpoint Investments, we
sold 122,223 shares of our common stock to G. Clarke at $0.045 per share or an
aggregate of $5,500. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing these securities issued to G. Clarke
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
On May 4, 2004, in connection with our agreement with Pierpoint Investments, we
sold 111,112 shares of our common stock to M. Saier at $0.045 per share or an
aggregate of $5,000. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing these securities issued to M. Saier
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
On May 4, 2004, in connection with our agreement with Pierpoint Investments, we
sold 255,556 shares of our common stock to W. Clark at $0.045 per share or an
aggregate of $11,500. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing these securities issued to W. Clark
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
On April 14, 2004, as a result of Peter Brooks' exercise of 1,000,000 options at
$0.006 or an aggregate of $6,000, we issued 1,000,000 shares of common stock to
Peter Brooks in connection with his services as our Director from April 2003 to
April 2005. The grant and exercise of the options was provided for in a February
22, 2002 stock option agreement between Peter Brooks and us. We relied upon
Section 4(2) of the Securities Act for the offer and sale. We believed that
Section 4(2) was available because the offer and sale did not involve a public
offering and there was no general solicitation or general advertising involved
in the offer or sale. We placed restrictive legends on the certificates
representing these securities issued to Peter Brooks stating that the securities
were not registered under the Securities Act and are subject to restrictions on
their transferability and resale.
-17-
On April 7, 2004, in connection with our agreement with Pierpoint Investments,
we sold 200,000 shares of our common stock to F. Saier at $0.045 per share or an
aggregate of $9,000. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing these securities issued to F. Saier
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
April 7, 2004, in connection with our agreement with Pierpoint Investments, we
sold 200,000 shares of our common stock to L. Cooke at $0.045 per share or
aggregate $9,000. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing these securities issued to L. Cooke
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
April 7, 2004, in connection with our agreement with Pierpoint Investments, we
sold 200,000 shares of our common stock to I. Crawford at $0.045 per share or an
aggregate $9,000. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing these securities issued to I. Crawford
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
On April 7, 2004, in connection with our agreement with Pierpoint Investments,
we sold 200,000 shares of our common stock to N. Shah at $0.045 per share or
aggregate $9,000. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing these securities issued to N. Shah
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
On April 7, 2004, in connection with our agreement with Pierpoint Investments,
we sold 25,000 shares of our common stock to H. Peterman at $0.045 per share or
an aggregate of $1,125. We relied upon Section 4(2) of the Securities Act for
the offer and sale. We believed that Section 4(2) was available because the
offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the certificates representing these securities issued to
H. Peterman stating that the securities were not registered under the Securities
Act and are subject to restrictions on their transferability and resale.
-18-
On April 7, 2004, in connection with our agreement with Pierpoint Investments,
we sold 25,000 shares of our common stock to D. Paerse at $0.045 per share or
aggregate $1,125. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the certificates representing these securities issued to D. Paerse
stating that the securities were not registered under the Securities Act and are
subject to restrictions on their transferability and resale.
Item 3. DEFAULT UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
Item 5. OTHER INFORMATION
Not applicable
-19-
Item 6. EXHIBITS
(a) Exhibits required by Item 601 of Regulation S-B
EXHIBIT
NUMBER DESCRIPTION
2 In re: e-Miracle Network, Inc. - Amended Plan or reorganization (1)
3.1 Articles of Incorporation - E-Kids Network, Inc. (1)
3.2 Articles of Amendment of the Articles of Incorporation of E-Kids
Network, Inc. (1)
3.3 Amended and Restated By Laws of GenoMed, Inc. (1)
10.1 Agreement and Plan of Exchange by and Between GenoMed, Inc. and
Genomic Medicine, LLC and its sole owner (1)
10.2 Amendment to the Agreement and Plan of Exchange (1)
10.3 Agreement with Research Capital, LLC (1)
10.4 Amendment to Agreement with Research Capital, LLC (1)
10.5 Agreement with DNAPrint Genomics, Inc. (1)
10.6 Agreement with Muna, Inc. (1)
10.7 Agreement with Sequence Sciences, LLC (1)
10.8 Agreement with Better Health Technologies, Inc. (1)
10.9 Employment Agreement with Jerry E. White (1)
10.10 Employment Agreement with David Moskowitz (1)
10.11 Option Agreement with David Moskowitz (1)
10.12 Scientific Advisory Board Agreement with Jason Moore (1)
10.13 Scientific Advisory Board Agreement with Scott Williams (1)
10.14 Scientific Advisory Board Agreement with Tony Frudakis (1)
10.15 Resignation of Jerry E. White (3)
10.16 Settlement Agreement with Jerry E. White (3)
10.17 Convertible Promissory Note dated April 9, 2003 payable to
Research Capital, LLC (4)
10.18 Scientific Advisory Board Agreement with Frank Johnson (4)
10.19 Scientific Advisory Board Agreement with Sergio Danilov (4)
10.20 Scientific Advisory Board Agreement with Geoffrey Boner (4)
10.21 Stock Option Agreement with Peter C. Brooks (4)
10.22 Stock Option Agreement with David W. Moskowitz (4)
10.23 Stock Option Award Letter to Jason Moore (4)
10.24 Stock Option Award Letter to Scott Williams (4)
10.25 Stock Option Award Letter to Tony Frudakis (4)
10.26 Stock Option Agreement with Richard A. Kranitz (4)
10.27 Agreement with Advanced Optics Electronics (5)
10.28 Agreement with Pierpoint Investments (5)
10.29 Agreement with E & E Communications (5)
10.30 Amendment to Agreement with Pierpoint Investissements SA (6)
21 List of subsidiaries (1)
23 Consent of Stark Winter Schenkein & Co., LLP, Certified Public
Accountants (2)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32.1 Certification furnished pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification furnished pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
- ----------------
(1) Previously filed on April 4, 2002, as exhibit to Form 10-SB Registration
Statement, hereby incorporated by reference
(2) Previously filed on July 19, 2001, as exhibit to Form 10-SB Registration
Statement, hereby incorporated by reference
(3) Previously filed on October 31, 2002, as exhibit to Form 10-SB Registration
Statement, hereby incorporated by reference
(4) Previously filed on May 6, 2003 as an exhibit to Form 10-KSB Annual Report
(5) Previously filed on April 22, 2004 as an exhibit to Form 10-KSB Annual
Report
(6) Previously filed on April 4, 2005 as an exhibit to Form 10-KSB Annual
Report
-20-
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
officers.
GenoMed, Inc.
By: /s/ David Moskowitz
Dr. David Moskowitz
President/Chief Executive Officer/Chairman of the Board
DATED: July 1, 2005
-21-
