Edgar Filing: Genmed Holding Corp

Unassociated Document

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 September 30, 2008

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)(zip code)

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) has 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 Yesx No o

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: 125,631,000 shares of common stock as of November 9, 2008.

GENMED HOLDING CORP.

INDEX

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GENMED

BALANCE SHEETS

	September 30,			December 31,
	2008			2007
ASSETS		(Unaudited)			(Audited)

CURRENT ASSETS
Cash		25,476			976
VAT Receivable		4,439
Prepaid Consultancy Fees		1,020,000
Total Current Assets	$	1,049,915		$	976

EQUIPMENT		18,568

OTHER ASSETS
Medical Registration Rights, net of amortization		14,230,770

Total Net Assets	$	15,299,253		$	976

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable	$	160,017		$	85,600
Accrued Salaries and Related Expenses		316,352			232,214
Accrued Expenses		379,793			39,014
Loans Payable to Related Parties		741,559			584,944

Total Current Liabilities		1,597,721			941,772

STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 authorized 500,000,000 shares, 2,179,533 Class A convertible preferred shares issued and outstanding at December 31, 2007.					2,180

Common stock authorized 500,000,000 shares, par value $0.001, issued and outstanding 125,611,739 and 211,739 shares at September 30, 2008 and December 31, 2007, respectively		125,612			212
Additional Paid-In Capital		66,481,067			13,972,047
Accumulated deficit		(52,910,689	)		(14,915,235	)
Accumulated other comprehensive income		5,542
Total Stockholders' Equity (Deficit)		13,701,532			(940,796	)

Total Liabilities and Stockholders' Equity	$	15,299,253		$	976

See accompanying notes to financial statements

GENMED

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007

COST AND EXPENSES
Selling, General and Administrative	$	328,210		$	68,867		$	751,531		$	180,269
Research & Development		25,803						50,410
Stock Based Compensation - Warrants								17,046,316
Impairment of Goodwill								19,745,570
Depreciation and Amortization		369,303						369,303
Total Costs and Expenses		723,316			68,867			37,963,130			180,269

NET OPERATING LOSS		(723,316	)		(68,867	)		(37,963,130	)		(180,269	)

OTHER INCOME (EXPENSE)
Gain on Foreign Exchange		3,455						3,455
Interest Expense		(12,135	)		(8,368	)		(35,779	)		(18,382	)
		(8,680	)		(8,368	)		(32,324	)		(18,382	)

NET LOSS FROM CONTINUING OPERATIONS	$	(731,996	)	$	(77,235	)	$	(37,995,454	)	$	(198,651	)

DISCONTINUED OPERATIONS
Loss from Discontinued Operations (less applicable income taxes of 0)											(788,736	)
Gain from Disposal of Discontinued Operations (less applicable income taxes of 0)											3,543,407
Gain from Discontinued Operations		-			-			-			2,754,671

NET (LOSS) INCOME	$	(731,996	)	$	(77,235	)	$	(37,995,454	)	$	2,556,020

NET GAIN (LOSS) PER COMMON SHARE (BASIC AND DILUTED)
Loss from Continuing Operations	$	(0.01	)	$	(0.36	)	$	(0.50	)	$	(0.94	)
Gain from Discontinued Operations											13.01
Net Loss per Common Share	$	(0.01	)	$	(0.36	)	$	(0.50	)	$	12.07

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		76,184,002			211,739			76,184,002			211,739

See accompanying notes to financial statements

GENMED

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Nine Months Ended September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES CONTINUING OPERATIONS
Net Loss	$	(37,995,454	)	$	(198,651	)
Adjustments to reconcile net gain/(loss) to cash flows used in operating activities:
Depreciation		369,230
Amortization of prepaid consulting fees		204,000
Impairment of Goodwill		19,745,570
Stock Based Compensation - Warrants		17,046,316

Changes in operating assets and liabilities:
Accounts receivable		13,075
Accounts payable		68,264
Accrued expenses		340,779			18,381
Accrued salaries and related expenses		84,138
NET CASH USED IN CONTINUING OPERATING ACTIVITIES		(124,082	)		(180,270	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payment of equipment		(18,568	)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES		(18,568	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Cash acquired in acquisition		4,993
Advances from notes payable to related parties		156,615
NET CASH PROVIDED IN CONTINUING FINANCING ACTIVITIES		161,608			-

DISCONTINUING OPERATIONS
Net income (Loss)					2,754,671
Decrease in net liabilities of entities discontinued					(2,523,455	)
NET CASH PROVIDED BY DISCONTINUING OPERATIONS		-			231,216

EFFECT OF EXCHANGE RATE
CHANGES ON CASH		5,542			(51,271	)
INCREASE (DECREASE) IN CASH		24,500			(325	)

CASH, BEGINNING OF PERIOD		976			1,334
CASH, END OF PERIOD	$	25,476		$	1,009

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Non cash activities
Issuance of common stock for acquisition		24,480,000
Assets assumed in acquisition
Cash		4,993
Receivable		17,513
Liabilities assumed		(6,153	)

Issuance of Common Stock for consulting agreement		1,224,000

See accompanying notes to financial statements

GENMED

Consolidated Statements of Stockholders' Deficit

For the Year Ended December 31, 2007

and September 30, 2008

															Accumulated
									Additional						Other			Total
	Preferred Stock				Common Stock				Paid In			Accumulated			Comprehensive			Stockholders
	Shares		Amount		Shares		Amount		Capital			Deficit			Income (Loss)			Deficit

Balance, December 31, 2005		257,533	$	258		210,239	$	210	$	9,352,588		$	(12,087,594	)	$	146,945		$	(2,587,593	)
Investment of Media en Suisse in Company										1,621,383									1,621,383
Conversation of Convertible Subordinated Debentures		1,400,000		1,400						2,098,600									2,100,000
Issuance of common stock for services rendered						1,500		2		299,998									300,000
Adjustment from exchange rate changes																(95,674	)		(95,674	)
Net loss for the year ended December 31, 2006													(5,239,608	)					(5,239,608	)
Balance, December 31, 2006		1,657,533		1,658		211,739		212		13,372,569			(17,327,202	)		51,271			(3,901,492	)
Conversation of Convertible Subordinated Debentures		522,000		522						599,478									600,000
Adjustment from exchange rate changes																(51,271	)		(51,271	)
Net income for the year ended December 31, 2007													2,411,967						2,411,967
Balance, December 31, 2007		2,179,533	$	2,180		211,739	$	212	$	13,972,047		$	(14,915,235	)				$	(940,796	)
Net income for the period ended September 30, 2008													(37,995,454	)					(37,995,454	)
Conversion of Preferred Shares to Common		2,179,533	$	2,180		75,000,000		75,000		(72,820	)								-
Issuance of Common Stock for Acquisition at $0.51 per Share						48,000,000		48,000		24,432,000									24,480,000
Fair Value of Warrants Issued to Consultants										17,046,317									17,046,317
Fair Value of Warrants Issued for Acquisition										9,881,923									9,881,923
Effect of Exchange Rate																5542			5542
Common Stock issued for Consultancy Agreement at $0.51 per Share						2,400,000		2400		1,221,600									1,224,000
Balance, September 30, 2008 (Unaudited)		-		-		125,611,739	$	125,612	$	66,481,067		$	(52,910,689	)	$	5,542		$	13,701,532

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

NOTE 1

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. Results for the nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information, refer to the financial statements and footnotes thereto included in the Genmed Holding Corp. and Subsidiaries annual report on Form 10-KSB for the year ended December 31, 2007.

NOTE 2

GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $52,910,689 and has negative working capital of $547,806. 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. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3

GENERAL

General Release and Settlement Agreement

On April 17, 2008, the Company entered into a General Release and Settlement Agreement (the "General Release and Settlement Agreement") with Total Look, B.V. (“Total Look”), London Finance Group, Ltd., a California corporation (“LFG”), Dojo Enterprises, LLC, a Nevada limited liability company (“Dojo”), Hyperion Fund, L.P., a Colorado limited partnership (“Hyperion”), The Palisades Capital, LLC 401(k) Profit Sharing Trust (“Palisades”), The Morpheus 2005 Trust dated December 1, 2005 (“Morpheus”), Burton Partners, LLC (“Burton”), Picasso, LLC (“Picasso”) and Glacier, LLC (“Glacier,” and, together with Total Look, LFG, Dojo, Hyperion, Palisades, Morpheus, Burton and Picasso, the “Preferred Shareholders”) to settle all accounts and disputes between the parties and to avoid the expense and delay of litigation.

Pursuant to the General Release and Settlement Agreement, the Company issued to the Preferred Shareholders 75,000,000 shares of its restricted common stock, and 39,000,000 warrants to the Preferred Shareholders to purchase shares of common stock of the Company at $0.10 per share. Such shares of common stock of the Company and warrants were issued as follows:

Shareholder	Common Stock	Warrants to Purchase Shares of Common Stock
Total Look	49.500.000 shares	26.250.000 shares
London Finance Group, Ltd.	3.060.000 shares	1.530.000 shares
Dojo Enterprises, Ltd.	2.040.000 shares	1.020.000 shares
Hyperion Fund, L.P.	2.720.000 shares	1.360.000 shares
Palisades	2.720.000 shares	1.360.000 shares
Morpheus	2.720.000 shares	1.360.000 shares
Burton Partners, LLC	4.080.000 shares	2.040.000 shares
Picasso, LLC	4.080.000 shares	2.040.000 shares
Glacier, LLC	4.080.000 shares	2.040.000 shares

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

In total, the Company issued warrants to purchase 65,400,000 shares of its Common Stock at $0.10 per share, the warrants vest immediately and are exercisable over a seven year period from the date of issuance on April 17, 2008. Of the 65,400,000 warrants, 24,000,000 warrants were issued for the acquisition of Genmed B.V., a Dutch subsidiary. (See Note – Stock Exchange Agreement). These warrants were valued at $9,881,923. The remaining 41,400,000 warrants were valued at $17,046,316. The Black-Scholes Pricing model was utilized in performing the valuation. The factors utilized by the Black-Scholes pricing model are as follows:

Stock Price	$	0.51
Exercise Price	$	0.10
Volatility		12	%
Annual rate of Quarterly Dividends		0.00	%
Discount Rate - Bond Equivalent Yield		1.7700	%

The Preferred Shareholders collectively owned 2,179,533 shares of Class A Convertible Preferred Stock of the Company, which equaled 100% of the outstanding preferred shares of stock of the Company. Pursuant to the General Release Agreement, all of the outstanding preferred shares of the Company were cancelled upon the issue of the common stock to the Preferred Shareholders.

Stock Exchange Agreement

On April 17, 2008, Genmed Holding Corp. ("Genmed," or the “Company”) entered into a Stock Exchange Agreement (the "Stock Exchange Agreement") with Joost de Metz (“de Metz”), Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and Medical Network Holding BV (“MNH,” and collectively with de Metz, Blijlevens and Bouwens, the “Shareholders”). The Shareholders were holders of 100% of the outstanding capital stock of Genmed BV (“GMBV”), a company organized in The Netherlands.

Pursuant to the Stock Exchange Agreement, Genmed agreed to purchase from the Shareholders 18,000 restricted shares of the registered and outstanding capital stock of GMBV (the “GMBV Shares”), representing 100% of its outstanding capital stock, for a purchase price equal to 48,000,000 shares of restricted common stock of Genmed and the issuance of 24,000,000 warrants at $0.10 per share.

The fair value of the assets acquired is as follows:

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

Reverse Split

On October 22, 2007, the Company's board of directors and majority of its shareholders approved a 1-for-2000 reverse stock split of the Company's issued and outstanding common stock, par value $.001 per share, pursuant to which each two thousand shares of the Company’s issued and outstanding Common Stock would be combined and consolidated into one share of common stock and authorized the board of directors of the Company to amend its Articles of Incorporation by issuing, without further shareholder action, one or more series of preferred stock from its authorized 5,000,000 shares of preferred stock. On January 28, 2008, the reverse stock split of the Company became effective.

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Change of Name

On December 12, 2007, the Company's board of directors and majority of its shareholders approved the change of the Company’s corporate name from Satellite Newspapers Corp. to Genmed Holding Corp. by filing an amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada on December 12, 2007.

Change in Management

Mr. Roy Piceni resigned from his position as Chief Executive Officer and director of Genmed Holding Corp. (the “Company”) on April 17, 2008.

The Board of Directors appointed Mr. Erwin R. Bouwens as the Chief Executive Officer, President, and director of the Company on April 17, 2008. Mr. Randy Hibma, who has served as the Company’s Chief Financial Officer since 2004, remained as the Company’s Chief Financial Officer and was appointed to serve as Vice President and Secretary of the Company on April 17, 2008.

Consulting Agreements

On April 17, 2008, the Company, entered into a Consulting Agreement with London Finance Group, Ltd. (“London”). Pursuant to such Consulting Agreement, London will consult with the Company on achieving Company objectives including merging with other businesses, disposing of businesses or assets, entering into strategic relationships, entering into investment banking relationships, and securing valuable management consulting to assist the Company in its operations, strategy and in its negotiations with vendors, customers and strategic partners. The Consulting agreement commenced on April 17, 2008 and will terminate no earlier than April 17, 2011. London was to receive an initial payment of $65,000 upon execution of the Consulting Agreement, $20,000 per month for the length of the Consulting Agreement, and 2,400,000 shares of restricted common stock of the Company as compensation for its consulting services.

Also on April 17, 2008, the Company entered into a Consulting Agreement with Total Look B.V. (“Total Look”), a company organized in The Netherlands. Pursuant to such Consulting Agreement, Total Look will consult with the Company on finding, analyzing, structuring and negotiating sales and marketing agreements, alliances and other desirable projects with regard to the Company’s sales of its generic pharmaceutical products. The Consulting agreement commenced on April 17, 2008 and will terminate no earlier than April 17, 2011. Total Look will receive an initial payment of $40,000 upon execution of the Consulting Agreement, $20,000 per month for the length of the Consulting Agreement, and two and one-half percent (2.5%) of the total revenues from all sales and other revenues actually received by the Company, until such time as Total Look has received a total of $3,000,000, as compensation for its consulting services.

Item 2. Management's Discussion and Analysis of Financial Condition or 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 up on 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"), formerly called Satellite Newspapers Corp., for the three-month period and nine-month period ended September 30, 2008.

During the period ended March 31, 2008, the Company had no operations and was engaged in seeking a potential business acquisition. At March 31, 2008, the Company was negotiating an acquisition of Genmed BV (“Genmed BV”), a company organized in The Netherlands, and which is engaged in the distribution of generic drugs.

On April 17, 2008, the Company entered into a Stock Exchange Agreement with Genmed BV resulting in Genmed BV becoming a wholly owned subsidiary of the Company. Genmed BV is developing and seeking a network of manufacturing and distribution relationships in The Netherlands, Romania, South America, the United States, and the United Kingdom to supply low cost generic drugs to retail chains. Genmed BV’s initial product is Paracetamol (acetaminophen), a generic form of Tylenol sold under the brand name “Parol.” Parol is produced and distributed for Genmed BV by the Atabay Group of Companies (“Atabay”), located in Istanbul, Turkey. The Company’s agreement with Atabay allows the Company to sell Parol in South America and other countries outside of the European Union. Genmed BV currently has distribution contracts with retail chains in The Netherlands, and is seeking contracts with retail chains, government agencies, and multi-national corporations.

Prior to April 17, 2008, the Company submitted its initial application for the product “Parol 500mg” with the Dutch Medicines Evaluation Board (MEB). The Dutch MEB is a member of the European Network of Medicines Authorities and evaluates and monitors the efficacy, risks, and quality of medicinal products. The Company’s application was submitted under mutual recognition for the following countries: The Netherlands, Belgium, Germany, France, Ireland, and the United Kingdom.

At September 30, 2008, the Company was actively seeking to develop its business of the sale and distribution of generic drugs through it wholly owned subsidiary Genmed BV. The Company has not yet brought any of its products to market or sold any generic drugs to date, and has not received any revenues from its operational activities.

Warrants

On April 17, 2008, the Company entered into a Stock Exchange Agreement (the "Stock Exchange Agreement") with Joost de Metz (“de Metz”), Willem Blijlevens (“Blijlevens”), Erwin R. Bouwens (“Bouwens”) and Medical Network Holdings BV (“MNH,” and collectively with de Metz, Blijlevens, and Bouwens, the “Shareholders”). Pursuant to the Stock Exchange Agreement, the Company agreed to purchase from the Shareholders 18,000 restricted shares of the registered and outstanding capital stock of Genmed BV (the “GMBV Shares”), representing 100% of its outstanding capital stock, for a purchase price equal to 48,000,000 shares of restricted common stock of the Company and warrants to purchase 24,000,000 shares of restricted common stock of the Company at an exercise price of $0.10 per share. The warrants were issued 15,000,000 to Mr. Bouwens and 3,000,000 each to Mr. de Metz, Mr. Blijilevens, and MNH.

Also, on April 17, 2008, the Company entered into a General Release and Settlement Agreement (the "General Release and Settlement Agreement") with Total Look, B.V. (“Total Look”), London Finance Group, Ltd., a California corporation (“LFG”), Dojo Enterprises, LLC, a Nevada limited liability company (“Dojo”), Hyperion Fund, L.P., a Colorado limited partnership (“Hyperion”), The Palisades Capital, LLC 401(k) Profit Sharing Trust (“Palisades”), The Morpheus 2005 Trust dated December 1, 2005 (“Morpheus”), Burton Partners, LLC (“Burton”), Picasso, LLC (“Picasso”) and Glacier, LLC (“Glacier,” and together with Total Look, LFG, Dojo, Hyperion, Palisades, Morpheus, Burton and Picasso, the “Preferred Shareholders”) to settle all accounts and disputes between the parties and to avoid the expense and delay of litigation. Pursuant to the General Release and Settlement Agreement, the Company issued to the Preferred Shareholders 75,000,000 shares of its restricted common stock, and warrants to purchase a total of 39,000,000 shares of common stock of the Company at a purchase price of $0.10 per share. The warrants were issued 26,250,000 to Total Look, 1,530,000 to LFG, 1,020,000 to Dojo, 1,360,000 each to Hyperion, Palisades, and Morpheus, and 2,040,000 to Burton, Picasso, and Glacier.

Also on April 17, 2008, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with London Finance Group, Ltd. (“London”). Pursuant to such Consulting Agreement, as part of its compensation for consulting services, London received warrants to purchase 2,400,000 shares of restricted common stock of the Company.

As described in the Company’s quarterly filing for the period ended June 30, 2008, subsequent to June 30, 2008, but prior to the filing of the Company’s June 30, 2008 quarterly report, the Company had verbal agreements with the Shareholders, the Preferred Shareholders, and London to cancel the warrants to purchase shares of common stock as were issued pursuant to the Stock Exchange Agreement, the General Release and Settlement Agreement, and the Consulting Agreement. The verbal agreements to cancel the Shareholders’, the Preferred Shareholders’, and London’s warrants have not been consummated by written agreement. As a result, such warrants are considered issued and outstanding for the purposes of the financial statements included herein.

Risks

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; manufacturers who distribute their products directly to customers; specialty distributors; and other healthcare providers. As a development stage Company, 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 an accumulated deficit of $52,910,689 and has negative working capital of $547,806. 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.

Results of Operations

Comparison of the three months ended September 30, 2008 and 2007

Selling, General, and Administrative expenses. Selling, general, and administrative expenses increased 477% to $328,210 during the three month period ended September 30, 2008 as compared to $68,867 for the comparable period in 2007. The increase was due primarily to expenses incurred in the development of the Company’s generic drug sales and distribution business.

Research and Development. The Company incurred $25,803 in research and development expenses during the three month period ended September 30, 2008, as compared to no such comparable expenses for the three month period ended September 30, 2007. Such new researched and development expenses are primarily due to the Company’s research and development costs with regard to the development of its new generic drug sales and distribution business.

Depreciation and Amortization. The Company incurred $369,303 in depreciation and amortization expenses during the three month period ended September 30, 2008, as compared to no such comparable expenses for the three month period ended September 30, 2007. Such new depreciation and amortization expenses are primarily due to the depreciation on the Medical Registration Rights, an asset that was acquired through the purchase of Genmed B.V., our Dutch subsidiary.

Net Operating Loss. As a result of the Company’s selling, general, and administrative expenses, expenses related to research and development, expenses related to depreciation and amortization, and its lack of revenues, the Company incurred a net operating loss of $712,316 for the three month period ended September 30, 2008, as compared with a loss of $68,867 for the period ended September 30, 2007.

Loss on Foreign Exchange and Interest Expense. The Company incurred a gain on foreign exchange of $3,455 during the three month period ended September 30, 2008, and no loss on foreign exchange for the same period ended September 30, 2007. The Company incurred interest expenses of $12,135 during the period ended September 30, 2008, as compared to $8,368 during the comparable period in 2007; an increase of 145%.

Net Loss from Continuing Operations. For the three month period ended September 30, 2008 compared to the three month period ended September 30, 2007, the Company had a net loss from continuing operations of $731,996 and $77,235, respectively, an increase of approximately 948%. This increase was due to the aforementioned increases in selling, general, and administrative expenses, research and development expenses, depreciation and amortization, loss on foreign exchange, and the increase in interest expenses.

Discontinued Operations. The Company had no discontinued operations during the periods ended September 30, 2008 or September 30, 2007, and incurred no loss or gain from discontinued operations from such periods.

Net Gain (Loss). The Company incurred a net loss of $731,996 during the period ended September 30, 2008, as compared with a net loss of $77,235 for the period ended September 30, 2007. The increase in net loss was due primarily to the aforementioned increases in selling, general, and administrative expenses, research and development expenses, depreciation and amortization, loss on foreign exchange, and the increase in interest expenses.

Comparison of the nine months ended September 30, 2008 and 2007

Selling, General, and Administrative expenses. Selling, general, and administrative expenses increased 417% to $751,531 during the nine month period ended September 30, 2008 as compared to $180,269 for the comparable period in 2007. The increase was due primarily to expenses incurred in the development of the Company’s generic drug sales and distribution business.

Research and Development. The Company incurred $50,410 in research and development expenses during the nine month period ended September 30, 2008, as compared to no such comparable expenses for the nine month period ended September 30, 2008. Such new research and development expenses are primarily due to the Company’s development of its new generic drug sales and distribution business.

Stock Based Compensation. The Company incurred $17,046,316 in stock based compensation during the nine month period ended September 30, 2008 as compared to no such expense for the comparable period in 2007. The stock based compensation was due to the warrants to purchase common stock of the Company that were issued pursuant to the Stock Exchange Agreement, General Release and Settlement Agreement, and Consulting Agreement as described above in Item 2, Management's Discussion and Analysis of Financial Condition or Results of Operations, “Warrants.”

Impairment of Goodwill. The Company incurred $19,745,570 in impairment in goodwill during the nine month period ended September 30, 2008 as compared to no such expense for the comparable period in 2007. The impairment of goodwill was due to the Company’s acquisition of its wholly owned subsidiary Genmed BV.

Depreciation and Amortization. The Company incurred $369,303 in depreciation and amortization expenses during the nine month period ended September 30, 2008, as compared to no such comparable expenses for the nine month period ended September 30, 2007. Such new depreciation and amortization expenses are primarily due to the depreciation on the Medical Registration Rights, an asset that was acquired through the purchase of Genmed B.V., our Dutch subsidiary.

Net Operating Loss. As a result of the Company’s selling, general, and administrative expenses, research and development expenses, stock based compensation, impairment of goodwill, and depreciation and amortization the Company incurred a net operating loss of $37,963,130 for the nine month period ended September 30, 2008, as compared with $180,269 for the comparable period ended September 30, 2007.

Loss on Foreign Exchange and Interest Expense. The Company incurred a gain on foreign exchange of $3,455 during the nine month period ended September 30, 2008, and no loss on foreign exchange for the same period ended September 30, 2007. The Company incurred interest expenses of $35,779 during the period ended September 30, 2008, as compared to $18,382 during the comparable period in 2007; an increase of 195%.

Net Loss from Continuing Operations. For the nine month period ended September 30, 2008 compared to the nine month period ended September 30, 2007, the Company had a net loss from continuing operations of $37,995,454 and $198,651, respectively. This increase was mainly due to the aforementioned increases in selling, general, and administrative expenses, research and development expenses, stock based compensation, impairment of goodwill, depreciation and amortization, loss on foreign exchange, and the increase in interest expenses.

Discontinued Operations. The Company incurred a net gain from discontinued operations during the nine month period ended September 30, 2007, of $2,754,671. The Company had no discontinued operations during the period ended September 30, 2008, and thus incurred no loss or gain from discontinued operations from such period.

Net Gain (Loss). The Company incurred a net loss of $37,995,454 during the nine month period ended September 30, 2008, as compared with a net gain of $2,556,020 for the nine month period ended September 30, 2007. The increase in net loss was due primarily to increases in selling, general, and administrative expenses, research and development expenses, stock based compensation, impairment of goodwill, depreciation and amortization, loss on foreign exchange, the increase in interest expenses, and the lack of revenue during the period ended September 30, 2008.

Liquidity and Capital Resources

At September 30, 2008, the Company had $15,299,253 of total net assets. Total assets consisted of $25,476 in cash, $4,439 in VAT receivables, $1,020,000 in prepaid consultancy fees, $18,568 in equipment, abd $14,230,770 in medical registration rights.

The Company's working capital deficit was $940,796 at December 31, 2007, compared to a working capital equity of $13,701,532 at September 30, 2008.

At September 30, 2008, the Company had acquired its wholly owned subsidiary Genmed BV and was in the process of developing its business of the distribution and sale of generic drugs. The Company had no revenues during the nine months ended September 30, 2008 or September 30, 2007.

As of September 30, 2008, the Company was 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 execute 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.

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

Our Chief Executive Officer and Chief Financial Officer (collectively the "Certifying Officers") maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to September 30, 2008 (the “Evaluation Date”). Based upon such evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relative to the Company which is required to be disclosed in our periodic filings.

The Certifying Officers have indicated that there were no significant changes in the Company’s internal controls, or other factors, that could significantly affect such controls subsequent to the Evaluation Date, and there were no such control actions with regard to significant deficiencies and material weaknesses.

Item 4T. Controls and Procedures

N/A

PART II - OTHER INFORMATION

Item 1 Legal Proceedings

N/A

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item 3 Defaults Upon Senior Securities

N/A

Item 4 Submission of Matters to a Vote of Security Holders

N/A

Item 5 Other Information

Subsequent to June 30, 2008, but prior to the filing of the Company’s quarterly report for the period ended June 30, 2008, the Company had verbal agreements with the Shareholders, the Preferred Shareholders, and London to cancel the warrants to purchase shares of common stock that were issued pursuant to the Stock Exchange Agreement, the General Release and Settlement Agreement, and the Consulting Agreement. See above, Item 2, Management's Discussion and Analysis of Financial Condition or Results of Operations, “Warrants.” The verbal agreements to cancel the Shareholders’, the Preferred Shareholders’, and London’s warrants have not been consummated by written agreement. As a result, such warrants are considered issued and outstanding for the purposes of the financial statements included herein.

Item 6 Exhibits

Exhibit 3.1	Amendment to the Company’s Articles of Incorporation whereby the Company changed its corporate name to Genmed Holding Corp., as filed with the Nevada Secretary of State on December 12, 2007, incorporated herein by reference to Exhibit 3.6 to the Form 10-KSB annual report of the Company filed on April 15, 2008.

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 31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32	Certification of the Chief Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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: November 19, 2008	Genmed Holding Corp.


	By: /s/ Randy Hibma
	Randy Hibma, Chief Financial Officer, Vice President, and Secretary