Attached files
| file | filename |
|---|---|
| EX-32 - Genmed Holding Corp | v167083_ex32.htm |
| EX-31.2 - Genmed Holding Corp | v167083_ex31-2.htm |
| EX-31.1 - Genmed Holding Corp | v167083_ex31-1.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 September 30, 2009
¨TRANSITION 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 Yesx 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 ¨
|
Accelerated
filer ¨
|
|
|
Non-accelerated
filer ¨ (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 x No ¨
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: 123,211,739 shares of common stock as
of November 18, 2009.
GENMED
HOLDING CORP.
INDEX
PART I:
FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
GENMED
HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
September
30,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 8,479 | $ | 1,764 | ||||
|
Accounts
receivable
|
29,184 | - | ||||||
|
VAT
receivable
|
5,259 | 8,777 | ||||||
|
Total
Current Assets
|
42,922 | 10,541 | ||||||
|
EQUIPMENT,
net OF accumulated depreciation of $4,992 and $2,206
|
13,759 | 16,002 | ||||||
|
MEDICAL
REGISTRATION RIGHTS, net of accumulated amortization of $1,828,000
and $736,000
|
12,772,000 | 13,864,000 | ||||||
|
Total
Assets
|
$ | 12,828,681 | $ | 13,890,543 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable
|
$ | 195,313 | $ | 169,096 | ||||
|
Accrued
salaries and related expenses
|
347,567 | 331,420 | ||||||
|
Accrued
expenses
|
401,405 | 516,074 | ||||||
|
Convertible
debentures
|
925,000 | - | ||||||
|
Discount
on converitble debentures
|
(346,875 | ) | - | |||||
|
Loans
payable to related parties
|
369,218 | 848,416 | ||||||
|
Total
Current Liabilities
|
1,891,628 | 1,865,006 | ||||||
|
STOCKHOLDERS'
EQUITY
|
||||||||
|
Class
A Convertible Preferred Stock, par value $0.001; authorized 500,000,000
shares; issued and outstanding- 0 and 2,179,533 at September
30, 2009 and December 31, 2008, respectively.
|
- | - | ||||||
|
Common
stock, par value $0.001; authorized 500,000,000 shares; issued and
outstanding- 123,211,739 and 125,631,000 shares at September 30,
2009 and December 31, 2008, respectively
|
123,212 | 125,612 | ||||||
|
Additional
paid-in capital
|
66,129,966 | 65,563,066 | ||||||
|
Accumulated
deficit
|
(55,310,610 | ) | (53,671,911 | ) | ||||
|
Accumulated
other comprehensive income (loss)
|
(5,515 | ) | 8,770 | |||||
|
Total
Stockholders' Equity
|
10,937,053 | 12,025,537 | ||||||
|
Total
Liabilities and Stockholders' Equity
|
$ | 12,828,681 | $ | 13,890,543 | ||||
See
accompanying notes to consolidated financial statements.
2
GENMED
HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF OPERATIONS
(UNAUDITED)
|
For
the Three Months Ended
|
For
the Nine Months Ended
|
|||||||||||||||
|
September
30,
|
September
30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
NET
SALES
|
$ | 1,181 | $ | - | $ | 50,956 | $ | - | ||||||||
|
COST
AND EXPENSES:
|
||||||||||||||||
|
Selling,
general and administrative
|
153,855 | 328,210 | 633,671 | 17,797,847 | ||||||||||||
|
Depreciation
and amortization
|
368,925 | 369,303 | 1,094,627 | 369,303 | ||||||||||||
|
Impairment
of goodwill
|
- | - | - | 19,745,570 | ||||||||||||
|
Research
& development
|
31,580 | 25,803 | 72,267 | 50,410 | ||||||||||||
|
Total
Costs and Expenses
|
554,360 | 723,316 | 1,800,565 | 37,963,130 | ||||||||||||
|
NET
OPERATING LOSS
|
(553,179 | ) | (723,316 | ) | (1,749,609 | ) | (37,963,130 | ) | ||||||||
|
OTHER
INCOME (EXPENSE)
|
||||||||||||||||
|
Gain
on cancellation of consulting agreement
|
- | - | 285,000 | - | ||||||||||||
|
Loss
on foreign exchange
|
7,833 | 3,455 | (4,394 | ) | 3,455 | |||||||||||
|
Interest
expense
|
(136,519 | ) | (12,135 | ) | (169,696 | ) | (35,779 | ) | ||||||||
|
Total
Other Income (Expense)
|
(128,686 | ) | (8,680 | ) | 110,910 | (32,324 | ) | |||||||||
|
NET
LOSS
|
$ | (681,865 | ) | $ | (731,996 | ) | $ | (1,638,699 | ) | $ | (37,995,454 | ) | ||||
|
NET
LOSS PER COMMON SHARE (BASIC AND DILUTED)
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.50 | ) | ||||
|
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING
|
123,211,739 | 76,184,002 | 124,094,092 | 76,184,002 | ||||||||||||
See
accompanying notes to consolidated financial statements.
3
GENMED
HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF CASH FLOWS
(UNAUDITED)
|
For
the nine months ended
|
||||||||
|
September 30,
|
||||||||
|
2009
|
2008
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
loss
|
$ | (1,638,699 | ) | $ | (37,995,454 | ) | ||
|
Adjustments
to reconcile net loss to cash flows used in operating
activities:
|
||||||||
|
Depreciation
and amortization
|
1,094,627 | 369,303 | ||||||
|
Impairment
of goodwill
|
- | 19,745,570 | ||||||
|
Stock
based compensation
|
102,000 | 17,250,316 | ||||||
|
Amortization
of beneficial conversion feature
|
115,625 | - | ||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Accounts
receivable
|
(29,184 | ) | 13,075 | |||||
|
VAT
receivable
|
3,518 | - | ||||||
|
Accounts
payable
|
26,217 | 68,264 | ||||||
|
Accrued
salaries and related expenses
|
16,147 | 340,779 | ||||||
|
Accrued
expenses
|
(114,669 | ) | 84,065 | |||||
|
Net
Cash Used in Operating Activities
|
(424,418 | ) | (124,082 | ) | ||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchase
of equipment
|
- | (18,568 | ) | |||||
|
Net
Cash Used in Investing Activities
|
- | (18,568 | ) | |||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Cash
acquired in acquisition
|
- | 4,993 | ||||||
|
Advances
from notes payable to related parties
|
445,802 | 156,615 | ||||||
|
Net
Cash Provided by Investing Activities
|
445,802 | 161,608 | ||||||
|
EFFECT
OF EXCHANGE RATE
|
(14,669 | ) | 5,542 | |||||
|
INCREASE
IN CASH
|
6,715 | 24,500 | ||||||
|
CASH,
BEGINNING OF PERIOD
|
1,764 | 976 | ||||||
|
CASH,
END OF PERIOD
|
$ | 8,479 | $ | 25,476 | ||||
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
|
Non
cash activities:
|
||||||||
|
Conversion
of related party debt to preferred stock
|
- | 600,000 | ||||||
|
Conversion
of related party debt to convertible debenture
|
925,000 | - | ||||||
|
Beneficial
conversion feature on convertible debenture
|
462,500 | - | ||||||
|
Cancellation
of common stock
|
2,400 | - | ||||||
See
accompanying notes to consolidated financial statements.
4
GENMED
HOLDING CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
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 three and nine months ended September 30, 2009 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2009. 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, 2008.
NOTE
2 – GOING CONCERN
As shown
in the accompanying financial statements, the Company has incurred an
accumulated deficit of $55,310,610 and has negative working capital of
$1,848,706. 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 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 Agreement, the Company issued 39,000,000 warrants to the
Preferred Shareholders, which were subsequently cancelled, to purchase
shares of common stock of the Company.
The
Preferred Shareholders collectively own 2,179,533 shares of Class A Convertible
Preferred Stock of the Company, which equals 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.
Subsequent
to December 31, 2008, on or around April 11, 2009, the Preferred Shareholders
entered into a Release and Settlement Agreement in which the parties agreed to
the cancellation of all the warrants and to the cancellation and re-issuing of
certain shares of Common Stock that were issued pursuant to the General Release
and Settlement Agreement of April 17, 2008.
5
GENMED
HOLDING CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
3 – GENERAL (Continued)
General
Release and Settlement Agreement (Continued)
Pursuant
to the Release and Settlement Agreement of April 11, 2009, such shares of common
stock of the Company are now issued as follows:
|
Shareholder
|
Common Stock
|
|
|
Total
Look B.V.
|
62,678,826 shares
|
|
|
Dojo
Enterprises, Ltd.
|
1,120,107 shares
|
|
|
Hyperion
Fund, L.P.
|
1,760,428 shares
|
|
|
Diane
Breitman, as Trustee of The Morpheus 2005 Trust
|
2,720,000 shares
|
|
|
Burton
Partners, LLC
|
2,240,213 shares
|
|
|
Picasso,
LLC
|
2,240,213 shares
|
|
|
Glacier,
LLC
|
2,240,213 shares
|
|
|
TOTAL
|
75,000,000 shares
|
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.
Subsequent
to December 31, 2008, on or around April 11, 2009, the ‘Shareholders’ entered
into a Release and Settlement Agreement in which the parties agreed to the
cancellation of all the warrants that were issued pursuant to the Stock Exchange
Agreement of April 17, 2008.
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
|
The Medical Registration
Rights represent a distribution agreement with Atabay Group to distribute
generic drugs in various European Union and other countries outside the European
Union as well as the registration rights to Paracetamol (acetaminophen), a
generic form of Tylenol, in the European Union. These rights are
being amortized over their estimated useful life of 10
years. Amortization expenses for the year ended December 31, 2008 was
$736,000. Estimated future amortization for the next five years is as
follows:
|
2009
|
$
|
1,460,000
|
||
|
2010
|
1,460,000
|
|||
|
2011
|
1,460,000
|
|||
|
2012
|
1,460,000
|
|||
|
2013
|
1,460,000
|
6
GENMED
HOLDING CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
3 – GENERAL (Continued)
Stock
Exchange Agreement (Continued)
Subsequent
to the acquisition of Genmed BV, the Company tested the business unit for
impairment. As a result, the Company determined that the Goodwill was
impaired and wrote off the entire balance of $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. The consolidated financial statements reflect the effect
of this stock split for all periods presented.
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.
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 also 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, 2,400,000 shares of restricted common stock
and 2,400,000 warrants to purchase the Company’s common stock 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.
7
GENMED
HOLDING CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
3 – GENERAL (Continued)
Consulting
Agreements (Continued)
Subsequent
to December 31, 2008, on or around April 11, 2009, the Company and London
Finance Group entered into a Release and Settlement Agreement in which the
parties agreed to rescind the Consultancy Agreement entered into by the
Company and the London Finance Group on April 17, 2008 and to cancel the shares
and warrants that have been issued pursuant to the Consulting Agreement as well
as to waive all monies owed by the Company to the London Finance Group as part
of the same Consulting Agreement. As part of this agreement, the
Company recognized $285,000 as a Gain on the cancellation of the amounts due
under the consulting agreements.
NOTE
4 – CONVERTIBLE NOTE
On June
30, 2009, the Company and two note holders agreed upon the consolidation of
their notes, including the unpaid interest, and to issue a new 100% Premium
Secured Convertible Promissory Note. The new note is issued for the amount of
$925,000, bears an annual interest rate of 8% and is convertible into shares of
the Company’s Common Stock at a share price of $0.04 per
share. The Secured Promissory Note is due on June 30,
2010. A beneficial conversion feature of $462,500 was recognized as
part of this conversion and is being amortized over the year of the Secured
Promissory Note. As such, the beneficial conversion feature of
$346,875 is included as a discount to the convertible debenture
at September 30, 2009.
NOTE
5 – MEDICAL REGISTRATION RIGHTS
The
Company reviews the medical registration rights for impairment whenever events
or changes in circumstances indicate the carrying amount of the assets may not
be recoverable. Recoverability of these assets is measured by
comparing the carrying amount to future undiscounted cash flows the assets are
expected to generate. If the medical registration rights are
considered to be impaired, the impairment to be recognized equals the amount by
which the carrying value of the assets exceeds its estimated fair market
value.
Due to
the lack of current revenues and the decline in the overall global economy, the
Company has reviewed the medical registration rights and concluded that the
future undiscounted cash flows exceed the carrying amount of the medical
registration rights. As such, the Company concluded no impairment
exists at September 30, 2009. The calculation of future undiscounted
cash flows requires considerable judgment by the Company and is subject to
change. These assumptions include assumed approvals by countries
regulatory authorities to market the medicines in various countries and assumed
market share to be achieved by the Company. Most significantly, these
cash flows assume that the Company can raise the necessary funds to complete the
respective country registration process and market the
medicines. Failure to raise these funds could adversely impact the
cash flows and thus the value of the medical registration rights.
Given the
current economic environment and the uncertainties relating to the Company’s
operations, there can be no assurance that the Company’s assumptions used in
computing cash flows at September 30, 2009 will prove to be accurate predictions
of the future. If the Company’s assumptions regarding cash flows and
ability to raise funds are not achieved, it is possible that an impairment
charge may need to be recorded.
NOTE
6 – RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2009, the Financial Accounting Standards Board (“FASB”) approved the
FASB Accounting Standards Codification (“the Codification”) as the single source
of authoritative nongovernmental generally accepted accounting principles
(“GAAP”). All existing accounting standard documents, such as FASB,
American Institute of Certified Public Accountants, Emerging Issues Task Force
and other related literature, excluding guidance from the Securities and
Exchange Commission (“SEC”), have been superseded by the
Codification. All other non-grandfathered, non-SEC accounting
literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead
introduced a new structure that combines all authoritative standards into a
comprehensive, topically organized online database. The Codification
is effective for interim or annual periods ending after September 15, 2009,
and impacts the Company’s financial statements as all future references to
authoritative accounting literature will be referenced in accordance with the
Codification. There have been no changes to the content of the
Company’s financial statements or disclosures as a result of implementing the
Codification during the quarter ended September 30, 2009.
8
GENMED
HOLDING CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
6 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements and
Disclosures" ("SFAS No. 157") and on February 12, 2008 issued FSP FAS
157-2, "Effective Date of FASB Statement No. 157", which are now codified as
FASB Accounting Standards Codification (“ASC”) Topic 820. This
guidance established a common definition for fair value to be applied to
U.S. GAAP guidance requiring the use of fair value, establishes a framework
for measuring fair value, and expands the disclosure about such fair value
measurements. On January 1, 2008, The Company adopted this guidance for
financial assets and liabilities and on January 1, 2009, the Company adopted
this guidance for non-financial assets and non-financial liabilities that are
recognized and disclosed at fair value on a nonrecurring basis. The
adoption of the provisions of ASC 820 did not have a material impact on the
Company’s results of operations, cash flows or financial position.
In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1, Interim
Disclosures about Fair Value of Financial Instrument, codified under ASC
Topic 820. This guidance updated the requirements for an entity to
provide disclosures about fair value of financial instruments in interim
financial information. This guidance was to be applied prospectively and was
effective for interim and annual periods ending after June 15, 2009 with
early adoption permitted for periods ending after March 15, 2009. The
adoption of these provisions did not have a material impact on the Company’s
results of operations, cash flows or financial position.
In April
2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified under
ASC Topic 820, which provides additional guidance for estimating fair value in
accordance with SFAS No. 157. This guidance is effective for the quarter
ending June 30, 2009. The adoption of these provisions did not have
an impact on the Company’s results of operations, cash flows or financial
position.
In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations”, codified
under ASC Topic 805. This standard establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill
acquired. This statement also establishes disclosure requirements
which will enable users to evaluate the nature and financial effects of the
business combination. This guidance is effective for us for
acquisitions made after January 1, 2009. Adoption of these provisions
of ASC 805 did not have a material impact on the Company results of operations,
cash flows or financial position.
In April
2009, the FASB issued FSP SFAS No. 141(R)-1, “Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies”, codified under ASC Topic 805. This guidance amended
the provisions related to the initial recognition and measurement, subsequent
measurement and disclosure of assets and liabilities arising from contingencies
in a business combination under SFAS No. 141(R). This guidance
carried forward the requirements in SFAS No. 141 for acquired
contingencies, thereby requiring that such contingencies be recognized at fair
value on the acquisition date if fair value can be reasonably estimated during
the allocation period. Otherwise, entities would typically account
for the acquired contingencies in accordance with SFAS No. 5, Accounting for
Contingencies. This guidance had the same effective date as
SFAS No. 141(R), and was therefore adopted January 1,
2009. Adoption of these provisions did not have a material impact on
the Company results of operations, cash flows or financial
position.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, codified under ASC Topic
810. This guidance outlines the accounting and reporting for
ownership interest in a subsidiary held by parties other than the
parent. The Company adopted these provisions on January 1, 2009.
Adoption of these provisions did not have a material impact on the Company
results of operations, cash flows or financial position.
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation
No. 46(R)”, which will be included under ASC Topic 810. This
guidance changes how a company determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be
consolidated. The determination of whether a company is required to
consolidate an entity is based on, among other things, an entity’s purpose and
design and a company’s ability to direct the activities of the entity that most
significantly impact the entity’s economic performance. This guidance
is effective for the Company’s fiscal year beginning on
January 1, 2010. The Company is currently evaluating the impact of
the implementation of these provisions on its consolidated financial position,
results of operations and cash flows.
9
GENMED
HOLDING CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
NOTE
6 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
In May
2009, the FASB issued SFAS No. 165, Subsequent Events, codified
under ASC Topic 855. SFAS No. 165 is intended to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. This guidance requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date. The disclosure requirements were effective for the Company’s
interim reporting period ended on June 30, 2009. The adoption of
these provisions did not have an impact on the Company’s results of operations,
cash flows or financial position.
10
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 nine-month period ended September 30,
2009.
During
the nine-month period ended September 30, 2009, the Company continued developing
its business, and entered into negotiations with distributors in Venezuela,
Nigeria, and Morocco to sell a number of 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 such countries. The Company believes that the registration
process in such 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.
11
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; 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 $55,310,610 and has negative working capital
of $1,848,706. 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, 2009 and 2008
Net
Sales. The
Company had $1,181 in net sales for the three months ended September 30, 2009
compared to no sales for the three months ended September 30, 2008. Such net
sales primarily consisted of consulting services and did not include any sales
of generic drug products.
Selling, General,
and Administrative expenses. Selling, general, and administrative
expenses decreased 46.8% to $153,855 during the three month period ended
September 30, 2009 as compared to $328,210 for the comparable period in 2008.
The decrease was due primarily to the cancellation of the Consultant Agreement
with the London Finance Group on or around April 11, 2009.
Depreciation and
Amortization. The
Company incurred $368,925 in depreciation and amortization during the three
months ended September 30, 2009, compared to $369,303 in depreciation and
amortization during the three months ended September 30, 2008. Such
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.
Research and
Development. The
Company incurred $31,580 in Research and Development expenses during the three
months ended September 30, 2009, as compared to $25,803 in Research and
Development expenses during the three months ended September 30, 2008. Such
expenses are primarily due to the effect of the development of the Company’s
business of the sale and distribution of generic drugs.
12
Net Operating
Loss. As a result of the Company’s selling, general, and administrative
expenses, the Company incurred a net operating loss of $553,179 for the period
ended September 30, 2009, as compared with $723,316 for the period ended
September 30, 2008.
Loss on Foreign
Exchange and Interest Expense. The Company incurred a gain on foreign
exchange in during the period ended September 30, 2009 of $7,833 compared to
a gain on foreign exchange in during the period ended September 30, 2008 of
$3,455. The Company incurred interest expenses of $136,519 during the three
month period ended September 30, 2009, as compared to $12,135 during the
comparable period in 2008. The increase in interest expense was due primarily to
the amortization of the beneficial conversion features on the convertible
debentures issued on June 30, 2009.
Net Loss.
The Company incurred a net loss of $681,865 during the three month period ended
September 30, 2009, as compared with a net loss of $731,996 for the same period
ended September 30, 2008. The decrease in net loss was due primarily to the
cancellation of the Consultant Agreement with the London Finance
Group.
Comparison of the nine
months ended September 30, 2009 and 2008
Net
Sales. The
Company had $50,956 in net sales for the nine months ended September 30, 2009
compared to no sales for the nine months ended September 30 2008. Such net sales
primarily consisted of consulting services and did not include any sales of
generic drug products.
Selling, General,
and Administrative expenses. Selling, general, and administrative
expenses decreased to $633,671 during the nine month period ended September 30,
2009 as compared to $17,797,847 for the comparable period in 2008. The decrease
of the Selling, general and administrative expenses was due primarily to the
expensing of the warrants that were issued as part of the General Release and
Settlement Agreement on April 17, 2008.
Depreciation and
Amortization. The
Company incurred $1,094,627 in depreciation and amortization during the nine
months ended September 30, 2009, compared to $369,303 during the nine months
ended September 30, 2008. Such 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.
Impairment of
Goodwill. The
Company incurred no impairment of goodwill during the nine months ended
September 30, 2009, compared to $19,745,570 of impairment during nine months
ended September 30, 2008.
Research and
Development. The
Company incurred $72,267 in Research and Development expenses during the nine
months ended September 30, 2009, as compared to $50,410 in Research and
Development expenses during the nine months ended September 30, 2008. Such
increase is due to the effect of the development of the Company’s business of
the sale and distribution of generic drugs.
Net Operating
Loss. As a result of the Company’s selling, general, and administrative
expenses, the Company incurred a net operating loss of $1,749,609 for the nine
month period ended September 30, 2009, as compared with $37,963,130 for the nine
month period ended September 30, 2008.
Gain on
Cancellation of Consulting Agreement. The Company incurred a gain
on the cancellation of its consulting agreement with the London Finance Group
during the nine months ended September 30, 2009, of $285,000, compared to no
such gain in the nine months ended September 30, 2008.
Loss on Foreign
Exchange and Interest Expense. The Company incurred a loss on foreign
exchange in during the nine month period ended September 30, 2009, of $4,394,
compared to a gain on foreign exchange in during the nine month period ended
September 30, 2008, of $3,455. The Company incurred interest expenses of
$169,696 during the nine month period ended September 30, 2009, as compared to
$35,779 during the comparable period in 2008. The increase in interest expense
was due primarily to the amortization of the beneficial conversion features on
the convertible debentures issued on June 30, 2009.
Net Loss.
The Company incurred a net loss of $1,638,699 during the nine month period ended
September 30, 2009, as compared with a net loss of $37,995,454 for the nine
month period ended September 30, 2008. The decrease in net loss was due
primarily to the impairment of goodwill in the second and third quarter of 2008
and the expensing of the warrants that were issued as part of the General
Release and Settlement Agreement on April 17, 2008.
13
Liquidity
and Capital Resources
At
September 30, 2009, the Company had $12,828,681 of total net assets. Total
assets consisted of $8,479 in cash, $29,184 in accounts receivable, $5,259 in
VAT receivables, $13,759 in equipment (net of accumulated depreciation of
$4,992), and $12,772,000 in medical registration rights (net of accumulated
amortization of $1,828,000).
The Company's working capital deficit was
$1,848,706 at September 30, 2008, compared to a working capital equity of
$1,854,465 at
December 31, 2008.
At
September 30, 2009, the Company was in the process of developing its business of
the distribution and sale of generic drugs. The Company had $1,181 in revenues
during the three months ended September 30, 2009, and had no revenues during the
three months ended June 30, 2008.
As of
September 30, 2009, 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 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
Disclosure
controls and procedures
As of the
end of the period covered by this quarterly report, the Company, through its
Chief Executive Officer and Chief Financial Officer carried out an evaluation of
the effectiveness of the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended). Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of the period covered
by this report, our disclosure controls and procedures were effective to enable
us to record, process, summarize and report information required to be included
in our reports that we file or submit under the Exchange Act within the time
periods required.
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 September 30, 2009 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 was named as a defendant in a lawsuit filed in the Circuit Court of the
11th Judicial Circuit in
Miami-Dade County, Florida, Case No. 08-79227CA25 in December 2008. The
Company’s former Chief Executive Officer, Jerri Palmer, instigated the lawsuit
against the Company alleging Breach of Contract and Unjust Enrichment. Ms.
Palmer is claiming damages in excess of $15,000. Ms. Palmer was the Company’s
Chief Executive Officer from December 5, 2005, until her resignation on May 19,
2006. The Company believes that Ms. Palmer’s claims are without merit and
intends to vigorously defend itself.
Item
2 Unregistered Sales of Equity Securities and Use of Proceeds
On or
around April 8, 2009, the parties to the Stock Exchange Agreement, the General
Release and Settlement Agreement, and the consulting agreement with London
Finance Group, agreed and formalized by written agreement, to the cancellation
of all of the warrants issued 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 London Finance Group,
including the cancellation of the shares and warrants that were issued to London
Finance Group as part of such agreement. See Exhibit 10.4 hereto.
Convertible
Note
On June
30, 2009, the Company and two note holders agreed upon the consolidation of
their notes, including the unpaid interest, and agreed to issue a new 100%
Premium Secured Convertible Promissory Note. The new note is issued for the
amount of $925,000, bears an annual interest rate of 8% and is convertible into
shares of the Company’s Common Stock at a share price of $0.04 per share. The
Secured Promissory Note is due on June 30, 2010. A beneficial conversion feature
of $462,500 was recognized as part of this conversion and is being amortized
over the year of the Secured Promissory Note. As such, the beneficial conversion
feature of $346,875 is included as a discount to the convertible debenture
at September 30, 2009.
14
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
See Part
II, Item 2 Unregistered Sales of Equity Securities and Use of Proceeds,
above.
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.
|
|
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.
|
15
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, 2009
|
Genmed
Holding Corp.
|
|
By: /s/ Randy Hibma
|
|
|
Randy
Hibma, Chief Financial Officer, Vice President,
and
Secretary
|
16