x
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT
OF 1934
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT
OF 1934
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Nevada
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75-3254381
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer
Identification
No.)
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1601
N. Sepulveda Blvd., #632, Manhattan Beach, CA
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90266
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(Address
of principal executive offices)
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(Zip
Code)
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Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
o
(Do
not check if a smaller reporting company)
|
Smaller
reporting company
þ
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PART
I
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2
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Item
1.
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Business |
2
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||
Item
1A.
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Risk Factors |
6
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Item
1B.
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Unresolved Staff Comments |
6
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Item
2.
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Properties |
7
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Item
3.
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Legal Proceedings |
7
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Item
4.
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(Removed and Reserved) |
7
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||||
PART
II
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8
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|||
Item
5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
8
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||
Item
6.
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Selected Financial Data |
8
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||
Item
7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
8
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Item
7A.
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Quantitative and Qualitative Disclosures About Market Risk |
11
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Item
8
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Financial Statements and Supplementary Data |
12
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Item
9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
21
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Item
9A(T)
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Controls and Procedures |
21
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Item
9B.
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Other Information |
23
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||||
PART
III
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24
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|||
Item
10.
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Directors, Executive Officers and Corporate Governance |
24
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Item
11.
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Executive Compensation |
25
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||
Item
12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
25
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Item
13.
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Certain Relationships and Related Transactions, and Director Independence |
26
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Item
14.
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Principal Accounting Fees and Services |
27
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||||
PART
IV
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28
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|||
Item
15.
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Exhibits, Financial Statement Schedules |
28
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*
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Advancing,
selectively and cost-effectively, select product candidates based on
proof-of-concept studies and ongoing assessment of their market
potential;
|
|
*
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Developing
and deploying our internal know-how related to smart search methods and
drug discovery methods to develop proprietary cocktail therapies and
personalized medicine regimens. If discoveries are made within this
program, they may be commercialized either as a proprietary combination or
cocktail drug therapy, or possibly as a service that will assist
physicians in prescribing combination or cocktail drug
regimens;
|
|
*
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Establishing
strategic relationships with marketing and development partners to
maximize sales and development potential for our products and to obtain
access to additional development, commercial, or financial resources;
and
|
|
*
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Licensing
or acquiring enabling technologies and complementary drug candidates,
preferably at the clinical stage.
|
December
31, 2009
|
December
31, 2008
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$ | 8,257 | $ | 2,905 | ||||
Deposit
|
150 | 150 | ||||||
Total
current assets
|
8,407 | 3,055 | ||||||
Website,
net of accumulated amortization
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1,225 | 2,557 | ||||||
Total
assets
|
$ | 9,632 | $ | 5,612 | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued liabilities
|
$ | - | $ | 8 | ||||
Due
to director
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23,120 | 3,320 | ||||||
Total
current liabilities
|
23,120 | 3,328 | ||||||
Stockholders’
deficit
|
||||||||
Common
Stock, par value $0.000041666; Authorized: 1,800,000,000
shares
|
||||||||
Issued
and outstanding: 121,440,000 shares
|
5,060 | 5,060 | ||||||
Additional
paid-in capital
|
55,940 | 55,940 | ||||||
Deficit
accumulated during the development stage
|
(74,488 | ) | (58,716 | ) | ||||
Total
stockholders’ deficit
|
(13,488 | ) | 2,284 | |||||
Total
liabilities and stockholders' deficit
|
$ | 9,632 | $ | 5,612 |
Year
Ended
December
31, 2009
|
Year
Ended
December
31, 2008
|
Date
of
Incorporation
on
September 17, 2007 to
December
31, 2009
|
||||||||||
REVENUE
|
$ | - | $ | - | $ | - | ||||||
OPERATING
EXPENSES
|
||||||||||||
Amortization
|
1,332 | 1,332 | 2,775 | |||||||||
Database
development costs
|
- | 30,250 | 30,250 | |||||||||
General
& administrative
|
14,440 | 25,558 | 40,643 | |||||||||
Organization
|
- | - | 820 | |||||||||
Net
loss
|
$ | (15,772 | ) | $ | (57,140 | ) | $ | (74,488 | ) | |||
Basic
and diluted loss per
common
share
|
$ | * | $ | (0.01 | ) | |||||||
Weighted
average number
of
common shares
outstanding
(Note 4)
|
121,440,000 | 121,440,000 |
*
|
less
than $ (0.01)
|
Common
Stock
|
Additional
|
Deficit
Accumulated
During
the
|
Total
|
|||||||||||||||||
Shares
|
Amount
|
Paid
in
Capital
|
Development
Stage
|
Stockholders'
Deficit
|
||||||||||||||||
Initial
capitalization, sale of common stock to Directors on September 17,
2007
|
96,000,000 | $ | 4,000 | $ | 4,000 | $ | $ | 8,000 | ||||||||||||
Private
placement closed December 31, 2007
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25,440,000 | 1,060 | 51,940 | 53,000 | ||||||||||||||||
Net
loss for the period
|
- | - | - | (1,576 | ) | (1,576 | ) | |||||||||||||
Balance
December 31, 2007
|
121,440,000 | 5,060 | 55,940 | (1,576 | ) | 59,424 | ||||||||||||||
Net
loss for the period
|
- | - | - | (57,140 | ) | (57,140 | ) | |||||||||||||
Balance
December 31, 2008
|
121,440,000 | 5,060 | 55,940 | (58,716 | ) | 2,284 | ||||||||||||||
Net
loss for the year
|
- | - | - | (15,772 | ) | (15,772 | ) | |||||||||||||
Balance
December 31, 2009
|
121,44 0,000 | $ | 5,060 | $ | 55,940 | $ | ( 74,488 | ) | $ | (13,488 | ) |
*
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Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
company;
|
*
|
Provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company;
and
|
*
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial
statements.
|
Name
|
Age
|
Position
|
||
Robert
Brooke
|
29
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President,
Chief Executive Officer, and Director
|
||
Richard
McKilligan
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46
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Secretary,
Treasurer, Chief Financial Officer, and Director
|
||
Mark
J. Ahn, PhD.
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47
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Director
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Name
|
Shares
of Common Stock
Beneficially Owned (1)
|
Percent
of Common Stock
Beneficially Owned (1)
|
||||||
5% or greater owners
:
|
||||||||
Hamilton Atlantic
(2)
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20,960,016 | 29.2 | % | |||||
Theorem
Group, LLC (3)
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6,400,008 | 8.9 | % | |||||
Directors and executive
officers
:
|
||||||||
Robert
Brooke
|
5,940,008 | 8.3 | % | |||||
Richard
McKilligan
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2,720,016 | 3.8 | % | |||||
Mark
J. Ahn (4)
|
0 | 0 | ||||||
Ibrahim
Abataleb (5)
|
0 | 0 | ||||||
All
directors and executive officers
as
a group (4 persons):
|
8,660,024 | 12.1 | % |
(1)
|
Applicable
percentage ownership is based on 71,860,008 shares (post-split) of
common stock outstanding at March 29, 2010. The number of shares
of common stock owned are those “beneficially owned” as determined
under the rules of the Securities and Exchange Commission, including
any shares of common stock as to which a person has sole or shared
voting or investment power and any shares of common stock which the person
has the right to acquire within sixty (60) days through the exercise of
any option, warrant or right.
|
(2)
|
Amy
Wang and Graham May exercise dispositive and voting control
with respect to the shares held by Hamilton
Atlantic.
|
(3)
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Anshuman
Dube exercises dispositive and voting control with respect to
the shares held by Theorem
Group.
|
(4)
|
On
March 30, 2010, the Company granted Mr. Ahn options to purchase 375,000
common shares which vest over three years. As none of the
shares underlying such options may be acquired by Mr. Ahn within sixty
(60) days of March 29, 2010, we have not included any of such shares in
the table above.
|
(5)
|
Mr.
Abataleb is listed above as he is a “named executive officer” due to his
having been the Company’s principal executive officer in 2009. Mr.
Abataleb currently is not an officer or director of the Company, having
resigned as President and Chief Executive Officer on March 15, 2010 and as
a director effective March 29,
2010.
|
|
Year Ended
December
31, 2009
|
Year Ended
December
31, 2008
|
||||||
Audit
Fees
|
$
|
5,260
|
6,050
|
|||||
Audit-Related
Fees
|
-
|
-
|
||||||
Tax
Fees
|
-
|
-
|
||||||
All
Other Fees
|
-
|
-
|
||||||
$
|
5,260
|
6,050
|
3.1
|
Articles
of Incorporation filed with the Nevada Secretary of State on September 17,
2007
(1)
|
3.2
|
Certificate
of Change filed with the Nevada Secretary of State on March 15, 2010
(2)
|
3.3
|
Articles
of Merger filed with the Nevada Secretary of State on March 15, 2010
(3)
|
4.1
|
Genesis
Biopharma, Inc. 2010 Equity Compensation Plan*
|
10.1
|
Agreement
and Plan of Merger between Freight Management Corp. (renamed Genesis
Biopharma, Inc.) and Genesis Biopharma, Inc. dated March 15, 2010
(4)
|
10.2
|
Asset
Purchase Agreement among Freight Management Corp. (renamed Genesis
Biopharma, Inc.), Genesis Biopharma, Inc., Hamilton Atlantic and the other
signatories thereto dated March 15, 2010
(5)
|
10.3
|
Patent
and Know How Licence between Cancer Research Technology Limited and
Genesis Biopharma, Inc. (formerly Freight Management Corp.) dated March
15, 2010
(6)
|
10.4
|
Form
of Private Placement Subscription Agreement
(7)
|
10.5
|
Form
of Stock Option Agreement under Genesis Biopharma, Inc. 2010 Equity
Compensation Plan*
|
16.1
|
Letter
from former accountant - Moore & Associates Chartered
(8)
|
16.2
|
Letter
from former accountant - Seale and Beers, CPAs
(9)
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer*
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer*
|
32.1
|
Section
1350 Certification of Chief Executive Officer*
|
32.2
|
Section
1350 Certification of Chief Financial
Officer*
|
(1)
|
Incorporated
by reference to Exhibit 3.1 to the Issuer’s Registration Statement on Form
SB-2 filed on January 29, 2008.
|
(2)
|
Incorporated
by reference to Exhibit 3(i).2 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(3)
|
Incorporated
by reference to Exhibit 3(i).3 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(4)
|
Incorporated
by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(5)
|
Incorporated
by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(6)
|
Incorporated
by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(7)
|
Incorporated
by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(8)
|
Incorporated
by reference to Exhibit 16.1 to the Issuer’s Current Report on Form 8-K/A
filed on August 25, 2009.
|
(9)
|
Incorporated
by reference to Exhibit 16.1 to the Issuer’s Current Report on Form 8-K
filed on March 8, 2010.
|
GENESIS
BIOPHARMA, INC.
|
|||
By:
|
/s/
Robert T. Brooke
|
||
Robert
T. Brooke
|
|||
Date:
March 31, 2010
|
Chief
Executive Officer
|
||
Signature
|
Title
|
Date
|
||
/s/
Robert T.
Brooke
|
President and Chief Executive Officer | March 31, 2010 | ||
Robert
T. Brooke
|
(Principal
Executive Officer) and Director
|
|
||
/s/ Richard McKilligan | Chief Financial Officer | March 31, 2010 | ||
Richard
McKilligan
|
(Principal
Financial and Accounting Officer),
|
|
||
Treasurer, Secretary and Director |
3.1
|
Articles
of Incorporation filed with the Nevada Secretary of State on September 17,
2007
(1)
|
3.2
|
Certificate
of Change filed with the Nevada Secretary of State on March 15, 2010
(2)
|
3.3
|
Articles
of Merger filed with the Nevada Secretary of State on March 15, 2010
(3)
|
4.1
|
Genesis
Biopharma, Inc. 2010 Equity Compensation Plan*
|
10.1
|
Agreement
and Plan of Merger between Freight Management Corp. (renamed Genesis
Biopharma, Inc.) and Genesis Biopharma, Inc. dated March 15, 2010
(4)
|
10.2
|
Asset
Purchase Agreement among Freight Management Corp. (renamed Genesis
Biopharma, Inc.), Genesis Biopharma, Inc., Hamilton Atlantic and the other
signatories thereto dated March 15, 2010
(5)
|
10.3
|
Patent
and Know How Licence between Cancer Research Technology Limited and
Genesis Biopharma, Inc. (formerly Freight Management Corp.) dated March
15, 2010
(6)
|
10.4
|
Form
of Private Placement Subscription Agreement
(7)
|
10.5
|
Form
of Stock Option Agreement under Genesis Biopharma, Inc. 2010 Equity
Compensation Plan*
|
16.1
|
Letter
from former accountant - Moore & Associates Chartered
(8)
|
16.2
|
Letter
from former accountant - Seale and Beers, CPAs
(9)
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer*
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer*
|
32.1
|
Section
1350 Certification of Chief Executive Officer*
|
32.2
|
Section
1350 Certification of Chief Financial
Officer*
|
(1)
|
Incorporated
by reference to Exhibit 3.1 to the Issuer’s Registration Statement on Form
SB-2 filed on January 29, 2008.
|
(2)
|
Incorporated
by reference to Exhibit 3(i).2 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(3)
|
Incorporated
by reference to Exhibit 3(i).3 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(4)
|
Incorporated
by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(5)
|
Incorporated
by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(6)
|
Incorporated
by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(7)
|
Incorporated
by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K
filed on March 19, 2010.
|
(8)
|
Incorporated
by reference to Exhibit 16.1 to the Issuer’s Current Report on Form 8-K/A
filed on August 25, 2009.
|
(9)
|
Incorporated
by reference to Exhibit 16.1 to the Issuer’s Current Report on Form 8-K
filed on March 8, 2010.
|
I.
|
NOTICE
OF STOCK OPTION GRANT
|
II.
|
AGREEMENT
|
GENESIS BIOPHARMA , INC. | |
By: | |
Name: Robert Brooke | |
Title: President and Chairman of the Board |
OPTIONEE: |
Signature |
Print Name |
To:
Genesis Biopharma, Inc.
|
Date:____________________
|
1.
|
The
undersigned hereby irrevocably elects to purchase __________ shares of the
common stock of Genesis Biopharma, Inc. pursuant to provisions of the
attached Stock Option Agreement.
|
2.
|
[The
undersigned is delivering to the Company, with this Notice of Exercise,
payment for the aggregate purchase price of the foregoing number of shares
(“Shares”), computed in accordance with the Stock Option Agreement.]
[or]
|
2.
|
[The
undersigned elects to exercise the Cashless Exercise provision in
accordance with the Stock Option
Agreement.]
|
3.
|
In
exercising the Option, the undersigned hereby confirms and acknowledges
that the Shares are being acquired solely for the account of the
undersigned and not a nominee for any other party, and for investment, and
that the undersigned will not offer, sell, or otherwise dispose of any
such Shares except under circumstances that will not result in a violation
of the Securities Act of 1933, as amended, or any applicable state
securities laws.
|
3.
|
Please
issue a certificate representing said Shares in the name of the
undersigned.
|
OPTIONEE: |
Signature |
Print Name |
Address |
Social Security Number |
1.
|
I
have reviewed this annual report on Form 10-K of Genesis Biopharma,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a–15(f) and 15d–15(f)) for the registrant and
have:
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
Date:
March
31, 2010
|
/s/ Robert T. Brooke | ||
Robert
T. Brooke
Chief
Executive Officer
|
1.
|
I
have reviewed this annual report on Form 10-K of Genesis Biopharma,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a–15(f) and 15d–15(f)) for the registrant and
have:
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
Date:
March
31, 2010
|
/s/ Richard McKilligan | ||
Richard
McKilligan
Chief
Financial Officer
|
(1)
|
The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
(1)
|
The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|