SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
|
þ
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the quarterly period ended: September 30, 2010
|
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the transition period from __________ to __________
Commission
File No. 000-53127
GENESIS
BIOPHARMA, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
75-3254381
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
|
1601
N. Sepulveda Blvd., #632,
Manhattan
Beach, CA
|
90266
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(866)
963-2220
(Registrant’s
telephone number, including area code)
(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 Securities 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. Yes þ No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes o 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 þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock
as of the latest practicable date: As of November 12, 2010, there were
73,043,349 shares of common stock outstanding.
TABLE OF
CONTENTS
|
PART
I — FINANCIAL INFORMATION
|
1
|
|||
|
Item 1.
Financial Statements (unaudited)
|
1
|
|||
|
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
|
12
|
|||
|
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
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15
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|||
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Item 4.
Controls and Procedures
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15
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|||
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PART
II — OTHER INFORMATION
|
15
|
|||
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Item 1.
Legal Proceedings
|
15
|
|||
|
Item 1A.
Risk Factors
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15
|
|||
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Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
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16
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|||
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Item 3.
Defaults Upon Senior Securities
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16
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|||
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Item 4.
[Removed and Reserved]
|
16
|
|||
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Item 5.
Other Information
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16
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|||
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Item 6.
Exhibits
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16
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|||
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SIGNATURES
|
17
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PART
1 — FINANCIAL INFORMATION
Item
1. Financial Statements
(A Development Stage
Company)
Condensed
Consolidated Balance Sheets
|
September
30,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
(unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
and cash equivalents
|
$
|
795,943
|
$
|
8,257
|
||||
|
Deposit
|
150
|
150
|
||||||
|
Prepaid
expenses
|
5,000
|
-
|
||||||
|
TOTAL
CURRENT ASSETS
|
801,093
|
8,407
|
||||||
|
INTANGIBLE
ASSETS
|
||||||||
|
Website,
net of accumulated depreciation of $347 and $2,442
|
1,734
|
1,225
|
||||||
|
Intellectual
property licenses
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217,408
|
-
|
||||||
|
TOTAL
ASSETS
|
$
|
1,020,235
|
$
|
9,632
|
||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable
|
$
|
25,492
|
$
|
-
|
||||
|
Derivative
liability
|
546,730
|
-
|
||||||
|
Due
to director
|
-
|
23,120
|
||||||
|
TOTAL
CURRENT LIABILITIES
|
572,222
|
23,120
|
||||||
|
STOCKHOLDERS'
EQUITY
|
||||||||
|
Common
stock; $0.000041666 par value; 1,800,000,000 shares
authorized; 72,793,349 and 121,440,000 shares issued and outstanding,
respectively
|
3,033
|
5,060
|
||||||
|
Additional
paid-in capital
|
1,385,534
|
55,940
|
||||||
|
Accumulated
deficit
|
(940,554
|
)
|
(74,488
|
)
|
||||
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TOTAL
STOCKHOLDERS' EQUITY
|
448,013
|
(13,488
|
)
|
|||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
1,020,235
|
$
|
9,632
|
||||
See notes
to condensed consolidated financial statements
Genesis
Biopharma, Inc.
(A Development Stage
Company)
Condensed
Consolidated Statements of Operations
(Unaudited)
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
Inception
on
September
17,
2007
to
September
30,
|
||||||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
|
REVENUE
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
|
OPERATING
EXPENSES:
|
||||||||||||||||||||
|
General
and administrative
|
167,027
|
3,470
|
319,336
|
13,427
|
393,824
|
|||||||||||||||
|
LOSS
FROM OPERATIONS
|
(167,027
|
)
|
(3,470
|
)
|
(319,336
|
)
|
(13,427
|
)
|
$
|
(393,824
|
)
|
|||||||||
|
Fair
Value of Derivatives liability upon issuance
|
(563,348
|
) |
-
|
(563,348
|
) |
-
|
(563,348
|
) | ||||||||||||
|
Change
in fair value of derivative liability
|
16,618
|
|
-
|
16,618
|
|
-
|
16,618
|
|
||||||||||||
|
NET
LOSS
|
$
|
(713,757
|
)
|
$
|
(3,470
|
)
|
$
|
(866,066
|
)
|
$
|
(13,427
|
)
|
$
|
(940,554
|
)
|
|||||
|
NET
LOSS PER SHARE:
|
||||||||||||||||||||
|
BASIC
AND DILUTED
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
||||||||
|
WEIGHTED
AVERAGE SHARES OUTSTANDING:
|
||||||||||||||||||||
|
BASIC
AND DILUTED
|
72,002,038
|
121,440,000
|
85,165,525
|
121,440,000
|
||||||||||||||||
See notes
to condensed consolidated financial statements
2
(A Development Stage
Company)
Condensed
Consolidated Statement of Stockholders' Equity
(Unaudited)
|
Additional
|
Total
|
|||||||||||||||||||
|
Common
stock
|
paid-in
|
Accumulated
|
stockholders'
|
|||||||||||||||||
|
Shares
|
Amount
|
capital
|
Deficit
|
equity
|
||||||||||||||||
|
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
|
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 period
|
-
|
-
|
-
|
(15,772
|
)
|
(15,772
|
)
|
|||||||||||||
|
Balance,
January 1, 2010
|
121,440,000
|
5,060
|
55,940
|
(74,488
|
)
|
(13,488
|
)
|
|||||||||||||
|
Shares
cancelled
|
(83,339,976
|
)
|
(3,472
|
)
|
3,472
|
-
|
-
|
|||||||||||||
|
Common
Stock sold in Private Placement at $0.03125 per share
|
12,799,968
|
533
|
364,467
|
365,000
|
||||||||||||||||
|
Common
Stock issued for intellectual property
|
20,960,016
|
873
|
216,535
|
217,408
|
||||||||||||||||
|
Fair
value of vesting of stock options
|
45,159
|
45,159
|
||||||||||||||||||
|
Common
Stock sold in Private Placement at $0.75 per share
|
933,341
|
39 |
|
699,961
|
700,000
|
|||||||||||||||
|
Net
loss for the period
|
(866,066
|
)
|
(866,066
|
)
|
||||||||||||||||
|
Balance,
September 30, 2010
|
72,793,349
|
$
|
3,033
|
$
|
1,385,534
|
$
|
(940,554
|
)
|
$
|
448,013
|
||||||||||
See notes
to condensed consolidated financial statements
3
Genesis
Biopharma, Inc.
(A Development Stage
Company)
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
|
Nine months ended
September
30,
|
Inception
on
September 17,
2007
to
September
30,
|
|||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
2010
|
2009
|
2010
|
|||||||||
|
Net
loss
|
$
|
(866,066
|
)
|
$
|
(13,427
|
)
|
$
|
(940,554
|
)
|
|||
|
Adjustment
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
|
Amortization
|
347
|
999
|
3,122
|
|||||||||
|
Fair
value of vesting of stock options
|
45,159
|
- |
45,159
|
|||||||||
|
Loss
on website
|
2,125
|
- |
2,125
|
|||||||||
|
Fair
value of derivative liability on issuance
|
563,348
|
-
|
563,348
|
|||||||||
|
Gain
(loss) on fair value of derivative liability
|
(16,618
|
) |
-
|
(16,618
|
) | |||||||
|
Changes
in assets and liabilities:
|
||||||||||||
|
Prepaid
expenses
|
(5,000
|
)
|
(151
|
)
|
(5,000
|
)
|
||||||
|
Accounts
payable and accrued expenses
|
25,492
|
4,392
|
25,492
|
|||||||||
|
Deposit
|
-
|
-
|
(150
|
)
|
||||||||
|
Net
cash used in operating activities
|
(251,213
|
)
|
(8,187
|
)
|
(323,076
|
)
|
||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Website
|
(2,981
|
)
|
-
|
(6,981
|
)
|
|||||||
|
Net
cash used in investing activities
|
(2,981
|
)
|
-
|
(6,981
|
)
|
|||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds
from the issuance of common stock
|
1,065,000
|
-
|
1,126,000
|
|||||||||
|
Due
to director
|
(23,120
|
)
|
5,900
|
-
|
||||||||
|
Net
cash provided by financing activities
|
1,041,880
|
5,900
|
1,126,000
|
|||||||||
|
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
787,686
|
(2,287
|
)
|
795,943
|
||||||||
|
CASH
AND CASH EQUIVALENTS, Beginning of period
|
8,257
|
2,905
|
-
|
|||||||||
|
CASH
AND CASH EQUIVALENTS, End of period
|
$
|
795,943
|
$
|
618
|
$
|
795,943
|
||||||
|
SUPPLEMENTAL
DISCLOSURES OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
|
||||||||||||
|
Taxes
paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Interest
paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||||||
|
Common
stock issued for intellectual property
|
$
|
217,408
|
$
|
-
|
$
|
217,408
|
||||||
See notes
to condensed consolidated financial statements
4
(A Development Stage
Company)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the Three and Nine Months Ended September 30, 2010 and 2009
(Unaudited)
The
Company was originally incorporated under the laws of the state of Nevada on
September 17, 2007. The Company has had limited operations, is considered a
development stage company, and has had no revenues from operations to
date. The Company has adopted a December 31 year end.
Our
initial operations included organization, capital formation, target market
identification, new product development and marketing plans. As a result of our
acquisition of the assets related to the Anti-CD55 Antibody Program and the
License Agreement (see Notes 3 and 5), we have become a biopharmaceutical
company engaged in the development and commercialization of drugs and other
clinical solutions for underserved diseases, including metastatic cancers and
lethal infectious diseases.
On March
15, 2010, the Company (then named Freight Management Corp.) and Genesis
Biopharma, Inc., a Nevada corporation and a newly formed merger subsidiary
wholly owned by the Company (“Merger Sub”), consummated a merger transaction
(the “Merger”) whereby Merger Sub merged into the Company, with the Company as
the surviving corporation. The Company and Merger Sub filed the
Articles of Merger on March 15, 2010 with the Secretary of State of Nevada,
along with the Agreement and Plan of Merger entered into by the two parties
effective as of March 15, 2010 (the “Merger Agreement”). The Merger
Agreement and the Articles of Merger provided for an amendment of the Company’s
Articles of Incorporation, which changed the Company’s name to “Genesis
Biopharma, Inc.” effective as of March 15, 2010.
On March
15, 2010, the Company also effected a 24−for−1 forward stock split, with a
record date of March 15, 2010, and correspondingly increased the number of its
authorized shares to 1,800,000,000 and reduced the par value of each share from
$0.001 to $0.000041666. All share and per share amounts have been
retroactively restated as if the stock split had occurred during the earliest
period presented.
Basis
of Presentation of Unaudited Financial Information
The
unaudited financial statements of the Company for the three and nine months
ended September 30, 2010 and 2009 have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and pursuant to the requirements for reporting on
Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting
companies. Accordingly, they do not include all the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. However, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for the fair
presentation of the financial position and the results of operations. Results
shown for interim periods are not necessarily indicative of the results to be
obtained for a full fiscal year. The balance sheet information as of
December 31, 2009 was derived from the audited financial statements included in
the Company's financial statements as of and for the year ended December 31,
2009 included in the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the “SEC”) on March 31, 2010. These
financial statements should be read in conjunction with that
report.
Going
Concern
The
Company’s condensed consolidated financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. The Company is
in the development stage and has not generated any revenues from operations to
date, and does not expect to do so in the foreseeable future. The
Company has experienced recurring operating losses and negative operating cash
flows since inception, and has financed its working capital requirements through
the recurring sale of its equity securities. As a result, the
Company’s independent registered public accounting firm, in its report on the
Company’s 2009 consolidated financial statements included in the Company’s
Annual Report on Form 10-K filed on March 31, 2010, has raised substantial doubt
about the Company’s ability to continue as a going concern.
The
Company’s ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital and to ultimately achieve sustainable
revenues and profitable operations. The Company’s consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties. At September 30, 2010, the Company had not yet commenced
any revenue-generating operations. As such, the Company has yet to generate any
cash flows from operations, and is dependent on debt and equity funding from
both related and unrelated parties to finance its operations.
5
Because
the Company is currently engaged in research at an early stage, it will likely
take a significant amount of time to develop any product or intellectual
property capable of generating revenues. As such, the Company’s business is
unlikely to generate any sustainable revenues in the next several years, and may
never do so. Even if the Company is able to generate revenues in the future
through licensing its technologies or through product sales, there can be no
assurance that the Company will be able to generate a profit.
NOTE 2. SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES
Principles
of Consolidation
The
accompanying condensed consolidated financial statements include the financial
statements of the Company and its wholly-owned subsidiary. All intercompany
balances and transactions have been eliminated in consolidation.
Earnings
per Share
Basic
earnings (loss) per share is computed by dividing the net income (loss)
applicable to common stockholders by the weighted average number of shares of
common stock outstanding during the period. Diluted earnings (loss) per share is
computed by dividing the net income (loss) applicable to common stockholders by
the weighted average number of common shares outstanding plus the number of
additional common shares that would have been outstanding if all dilutive
potential common shares had been issued, using the treasury stock method.
Potential common shares are excluded from the computation as their effect is
antidilutive.
For the
three and nine months ended September 30, 2010 and 2009, the calculations of
basic and diluted loss per share are the same because potential dilutive
securities would have an anti-dilutive effect. The potentially dilutive
securities at September 30, 2010 consist of 1,150,000 options to acquire shares
of the Company’s common stock and 933,348 warrants to acquire shares of the
Company’s common stock.
Fair
Value of Financial Instruments
The
Company uses various inputs in determining the fair value of its investments and
measures these assets on a recurring basis. Financial assets recorded at fair
value in the consolidated balance sheets are categorized by the level of
objectivity associated with the inputs used to measure their fair value.
Authoritative guidance provided by the Financial Accounting Standards Board (the
“FASB”) defines the following levels directly related to the amount of
subjectivity associated with the inputs to fair valuation of these financial
assets:
Level
1—Quoted prices in active markets for identical assets or
liabilities.
Level
2—Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly.
Level
3—Unobservable inputs based on the Company's assumptions.
The
following table presents certain investments and liabilities of the Company’s
financial assets measured and recorded at fair value on the Company’s condensed
consolidated balance sheets on a recurring basis and their level within the fair
value hierarchy as of September 30, 2010.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Fair value of Derivative
Liability
|
$ | -0- | $ | -0- | $ | 546,730 | $ | 546,730 | ||||||||
Derivative
financial instruments
The
Company evaluates all of its financial instruments to determine if such
instruments are derivatives or contain features that qualify as embedded
derivatives. For stock-based derivative financial instruments, the
Company uses both the Black-Scholes-Merton and Binomial option pricing models to
value the derivative instruments at inception and on subsequent valuation dates.
The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each
reporting period. Derivative instrument liabilities are classified in
the balance sheet as current or non-current based on whether or not net-cash
settlement of the derivative instrument could be required within 12 months of
the balance sheet date.
6
Intangible
Assets
The
Company records intangible assets in accordance with guidance of the
FASB. Intangible assets consist mostly of intellectual property
rights and are deemed to have indefinite lives that are not subject to annual
amortization. The Company reviews, at least quarterly, its investment in
intangible assets for impairment and if impairment is deemed to have occurred
the impairment is charged to expense. Accordingly, management
compares the carrying value of the asset to its fair value in determining the
amount of the impairment. No impairments were identified as of September 30,
2010.
Income
Taxes
Income
taxes are provided in accordance with guidance of the FASB. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Stock-Based
Compensation
The
Company periodically issues stock options and warrants to officers, directors
and consultants for services rendered. Options vest and expire
according to terms established at the grant date.
The
Company accounts for share-based payments to officers and directors by measuring
the cost of services received in exchange for equity awards based on the grant
date fair value of the awards, with the cost recognized as compensation expense
in the Company’s financial statements over the vesting period of the
awards.
The
Company accounts for share-based payments to consultants by determining the
value of the stock compensation based upon the measurement date at either (a)
the date at which a performance commitment is reached or (b) the date at which
the necessary performance to earn the equity instruments is complete. Options
granted to outside consultants are revalued each reporting period to determine
the amount to be recorded as an expense in the respective period. As the options
vest, they are valued on each vesting date and an adjustment is recorded for the
difference between the value already recorded and the then current value on the
date of vesting.
Website
Costs
Costs
incurred in connection with the creation of our website have been capitalized
and are being amortized to expense over their estimated useful life of three
years using the straight-line method. During the nine months ended
September 30, 2010 we capitalized $2,081 of such development costs, expensed
$2,125 of costs associated with the Company’s prior website that is no longer
being used and accrued $347 of amortization.
Ongoing
website post-implementation costs of operation, including training, application
maintenance and creation of database content, will be charged to expense as
incurred.
Recent
Accounting Pronouncements
In
April 2010, the FASB issued new accounting guidance in applying the
milestone method of revenue recognition to research or development arrangements.
Under this guidance, management may recognize revenue contingent upon the
achievement of a milestone in its entirety, in the period in which the milestone
is achieved, only if the milestone meets all the criteria within the guidance to
be considered substantive. This standard is effective on a prospective basis for
research and development milestones achieved in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted; however, adoption of this
guidance as of a date other than January 1, 2011 will require the Company
to apply this guidance retrospectively effective as of January 1, 2010 and
will require disclosure of the effect of this guidance as applied to all
previously reported interim periods in the fiscal year of adoption. As the
Company plans to implement this standard prospectively, the effect of this
guidance will be limited to future transactions. The Company does not expect
adoption of this standard to have a material impact on its financial position or
results of operations as it has no material research and development
arrangements which will be accounted for under the milestone
method.
7
In
January 2010, the FASB issued new accounting guidance which requires new
disclosures regarding transfers in and out of Level 1 and Level 2 fair value
measurements, as well as requiring presentation on a gross basis of information
about purchases, sales, issuances and settlements in Level 3 fair value
measurements. The guidance also clarifies existing disclosures regarding level
of disaggregation, inputs and valuation techniques. The new guidance is
effective for interim and annual reporting periods beginning after
December 15, 2009. Disclosures about purchases, sales, issuances
and settlements in the roll forward of activity in Level 3 fair value
measurements are effective for fiscal years beginning after December 15,
2010. As this guidance requires only additional disclosure, there
should be no impact on the consolidated financial statements of the Company upon
adoption.
In
October 2009, a new accounting consensus was issued for
multiple-deliverable revenue arrangements. This consensus amends existing
revenue recognition accounting standards. This consensus provides accounting
principles and application guidance on whether multiple deliverables exist, how
the arrangement should be separated and the consideration allocated. This
guidance eliminates the requirement to establish the fair value of undelivered
products and services and instead provides for separate revenue recognition
based upon management’s estimate of the selling price for an undelivered item
when there is no other means to determine the fair value of that undelivered
item. Previously the existing accounting consensus required that the fair value
of the undelivered item be the price of the item either sold in a separate
transaction between unrelated third parties or the price charged for each item
when the item is sold separately by the vendor. Under the existing accounting
consensus, if the fair value of all of the elements in the arrangement was not
determinable, then revenue was deferred until all of the items were delivered or
fair value was determined. This new approach is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The Company is in the process of
evaluating whether the adoption of this standard will have a material effect on
its financial position, results of operations or cash flows.
Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the American Insitute of Certified Public Accountants (the
“AICPA”), and the SEC did not or are not believed by management to have a
material impact on the Company's present or future consolidated financial
statements.
NOTE
3. INTELLECTUAL PROPERTY LICENSES
Effective
March 15, 2010, the Company entered into a purchase agreement with Hamilton
Atlantic, a Cayman Islands company (“Hamilton”), whereby Hamilton sold, and the
Company acquired, all of Hamilton’s rights, title and interest to certain assets
related to the development and commercialization of biotechnology drugs,
primarily anti-CD55 antibodies (the “Anti-CD55 Antibody Program”), including
certain patents, patent applications, materials, and know-how. The
Anti-CD55 Antibody Program consists of antibodies that could be developed and
commercialized for the treatment of cancer. As consideration, the
Company agreed to issue to Hamilton 20,960,016 shares of the Company’s common
stock valued at $217,408 based upon the amount paid by Hamilton for the
intellectual property rights. The Company determined that the
intellectual property rights acquired meet the criteria of an indefinite life
asset as defined by current accounting guidance. As such, the
intangible asset will not be amortized, but will be subject to annual impairment
tests.
NOTE
4. STOCKHOLDERS’ EQUITY
Authorized
The
Company is authorized to issue 1,800,000,000 shares of $0.000041666 par value
common stock. All common stock shares have equal voting rights, are
non-assessable and have one vote per share. Voting rights are not cumulative
and, therefore, the holders of more than 50% of the common stock could, if they
choose to do so, elect all of the directors of the Company.
On March
15, 2010, the Company effected a 24−for−1 forward stock split, with a record
date of March 15, 2010, and correspondingly increased the number of its
authorized shares to 1,800,000,000 and reduced the par value of each share from
$0.001 to $0.000041666.
Issued
and Outstanding
On
September 17, 2007 (inception), the Company issued 96,000,000 shares of its
common stock to its directors, at a price of $0.00083 per share, for cash of
$8,000.
Private
Placements
On
December 31, 2007, the Company closed a private placement for 25,440,000 common
shares at a price of $0.002083 per share, or an aggregate of $53,000. The
Company accepted subscriptions from 39 offshore non-affiliated
investors.
Effective
March 15, 2010, the Company sold to accredited investors pursuant to
subscription agreements, in a private placement offering (the “Private
Placement”), an aggregate of 12,799,968 shares (post-split) of its common stock
(the “Shares”) at $0.03125 per share, for an aggregate purchase price of
$400,000, resulting in net proceeds to the Company of $365,000, net of offering
costs. The Common Stock Subscription Agreements granted the investors
“piggy-back” registration rights with respect to the Shares, pursuant to which
the Company agreed, in the event the Company determines to register its common
stock with the SEC, that it would include the Shares as part of the registration
statement registering its common stock. The securities sold by the Company in
the Private Placement were exempt from registration under the Securities Act of
1933, as amended, pursuant to Regulation S promulgated thereunder and pursuant
to Section 4(2) thereunder.
8
On
September 17, 2010, the Company closed a private placement offering with
accredited investors providing for the issuance and sale, for an aggregate
purchase price of $700,000, of (i) an aggregate of 933,341 shares of the
Company’s common stock, (ii) warrants to purchase an aggregate of 466,674 shares
of the Company’s common stock at an exercise price of $1.00 per share and (iii)
warrants to purchase an aggregate of 466,674 shares of the Company’s common
stock at an exercise price of $1.25 per share. Each of the warrant agreements
included an anti-dilution provision that allowed for the automatic reset of the
exercise price upon any future sale of common stock instruments at or below the
current exercise price. The Company considered the current Financial Accounting
Standards Board guidance of “Determining Whether an Instrument Indexed to an
Entity’s Own Stock” which indicates that any adjustment to the fixed amount
(either conversion price or number of shares) of the instrument regardless of
the probability or whether or not within the issuer’s control, means the
instrument is not indexed to the issuer’s own stock. Accordingly, the Company
determined that as the strike price of these warrants contain exercise prices
that may fluctuate based on the occurrence of future offerings or events, and as
such is not a fixed amount. As a result, the Company determined that
these warrants are not considered indexed to the Company’s own stock and
characterized the fair value of these warrants as derivative liabilities
upon issuance. The fair
value of the derivative liability was determined to be $563,348 upon issuance
and recorded as a cost of the private placement (see Note
5).
Stock
Options
On March
30, 2010, the Company granted options to purchase 675,000 shares of the
Company’s common stock to a director and two consultants at an exercise price of
$0.03125. These options vest over three (3) years and have a
seven-year life. The options were valued at $12,825, using the Black
Scholes option pricing model. The following assumptions were utilized in valuing
the options: strike price of $0.03125; term of seven (7) years; volatility of
59%; expected dividends 0%; and discount rate of 4%.
On May
21, 2010, the Company granted options to purchase 100,000 shares of the
Company’s common stock to a consultant at an exercise price of
$0.03125. These options vest over four (4) years and have a
seven-year life. The options were valued at $1,800, using the Black
Scholes option pricing model. The following assumptions were utilized in valuing
the options: strike price of $0.03125; term of seven (7) years; volatility of
54.25%; expected dividends 0%; and discount rate of 4%.
On May
26, 2010, the Company granted options to purchase 375,000 shares of the
Company’s common stock to a director at an exercise price of
$0.03125. These options vest over three (3) years and have a
seven-year life. The options were valued at $6,750, using the Black
Scholes option pricing model. The following assumptions were utilized in valuing
the options: strike price of $0.03125; term of seven (7) years; volatility of
54.25%; expected dividends 0%; and discount rate of 4%.
As of
September 30, 2010, the aggregate value of unvested options was $259,486, net of
accumulated amortization of $45,159, which will continue to be amortized as
compensation cost as the options vest, over 3 or 4 years, as
applicable. The options had intrinsic value of $754,943 as of
September 30, 2010.
|
Number of
Options
|
Weighted
Average
Exercise
Price
|
|||||||
|
Balance
at January 1, 2010
|
—
|
$
|
—
|
|||||
|
Granted
|
1,150,000
|
$
|
0.03125
|
|||||
|
Exercised
|
—
|
$
|
—
|
|||||
|
Cancelled
|
—
|
$
|
—
|
|||||
|
Balance
at September 30, 2010
|
1,150,000
|
$
|
0.03125
|
|||||
Additional
information regarding options outstanding as of September 30, 2010 is as
follows:
|
Options Outstanding
|
Options
Exercisable
|
||||||||||||||
|
Weighted Average
Exercise Price
|
Number
Outstanding
|
Weighted Average
Remaining Contractual
Life (Years)
|
Weighted Average
Exercise Price
|
Number
Exercisable
|
|||||||||||
|
$
|
0.03125
|
1,150,000
|
7
|
$
|
0.03125
|
—
|
|||||||||
9
Warrants
At
September 30, 2010, warrants outstanding are as follows:
|
Number
of
Warrants
|
Weighted
Average
Exercise
Price
|
|||||||
|
Balance,
January 1, 2010
|
—
|
$
|
—
|
|||||
|
Granted
|
933,348
|
1.13
|
||||||
|
Exercised
|
—
|
|||||||
|
Balance
at September 30, 2010
|
933,348
|
$
|
1.13
|
|||||
On
September 17, 2010, the Company issued warrants to purchase 466,674 shares of
the Company’s common stock at an exercise price of $1.00 per share and warrants
to purchase 466,674 shares of the Company’s common stock at an exercise price of
$1.25 per share. Each of
the warrant agreements included an anti-dilution provision that allowed for the
automatic reset of the exercise price upon any future sale of common stock
instruments at or below the current exercise price. The Company considered the
current Financial Accounting Standards Board guidance of “Determining Whether an
Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment
to the fixed amount (either conversion price or number of shares) of the
instrument regardless of the probability or whether or not within the issuer’s
control, means the instrument is not indexed to the issuer’s own stock.
Accordingly, the Company determined that as the strike price of these warrants
contain exercise prices that may fluctuate based on the occurrence of future
offerings or events, and as such is not a fixed amount. As a result,
the Company determined that these warrants are not considered indexed to the
Company’s own stock and characterized the fair value of these warrants as
derivative liabilities upon issuance.
The above
warrants are fully vested and have a five year contractual
life. There was no intrinsic value to these warrants as of September
30, 2010.
NOTE
5 - DERIVATIVE LIABILITY
In June
2008, the FASB issued authoritative guidance on determining whether an
instrument (or embedded feature) is indexed to an entity’s own stock.
Under the authoritative guidance, effective January 1, 2009, instruments
which do not have fixed settlement provisions are deemed to be derivative
instruments. The warrants issued related to the private placement
described in Note 4 do not have fixed settlement provisions because their
exercise prices may be lowered if the Company issues securities at lower prices
in the future. The warrants have been characterized as derivative
liabilities to be re-measured at the end of every reporting period with the
change in value reported in the statement of operations.
The
derivative liabilities were valued using weighted average Black-Scholes-Merton
and Binomial valuation techniques with the following assumptions:
|
September
30, 2010
(Unaudited)
|
September
17, 2010
(date
of issuance)
|
|||||||
| Warrants: | ||||||||
|
Risk-free
interest rate
|
.80 | % | .80 | % | ||||
|
Expected
volatility
|
52.45 | % | 52.45 | % | ||||
|
Expected
life (in years)
|
4.96 years
|
5 years
|
||||||
|
Expected
dividend yield
|
0 | % | 0 | % | ||||
|
Fair
Value Warrants
|
$ | 546,730 | $ | 563,348 | ||||
The
risk-free interest rate was based on rates established by the Federal Reserve
Bank, the Company uses the historical volatility of its common stock, and the
expected life of the instruments is determined by the expiration date of the
instrument. The expected dividend yield was based on the fact that
the Company has not paid dividends to common shareholders in the past and does
not expect to pay dividends to common shareholders in the future.
10
As of
September 30, 2010, the aggregate derivative liability of the warrants was
$546,730. For the quarterly period ended September 30, 2010, the
Company recorded a change in fair value of the derivative liabilities of
$16,618. At December 31, 2009, no derivative instruments were
recorded.
NOTE 6. LICENSE
AGREEMENT
On March
15, 2010, we entered into a Patent and Know How Licence (the “License
Agreement”) with Cancer Research Technology Limited, a company registered in
England and Wales (“CRT”). Pursuant to the License Agreement, CRT
granted to the Company an exclusive, worldwide right and license in certain
intellectual property related to a proprietary, therapeutic use of anti-CD55
antibodies, including rights to patents and patent applications related thereto,
to research, develop, use, make, distribute, and sell products utilizing the
licensed intellectual property. The license granted to the Company
expires on the later to occur of the expiration of the relevant licensed patent
in the relevant country or 10 years after the date that the first therapeutic
product was placed on the market in such country. In consideration
for the license, the Company agreed to pay to CRT $46,782 (£30,000) in royalties
upon the effective date of the License Agreement which has been included as an
expense in the accompanying statement of operations for the nine months
ended September 30, 2010. In addition, the Company agreed to pay CRT
additional royalties based on the achievement of certain milestones, including
the consummation of financing by the Company and other milestones relating to
the commencement of Phase III clinical studies, the filing of new drug
applications, and the grant of marketing approval related to the licensed
products.
NOTE 7. RELATED PARTY
TRANSACTIONS
Change
of Control
On March
15, 2010, Mr. Robert Brooke acquired beneficial ownership of 9,940,008 shares
(post-split) of our common stock held by Mr. Ibrahim Abotaleb, and Mr. Richard
McKilligan acquired beneficial ownership of 2,720,016 shares (post-split) of our
common stock held by Mr. Abotaleb. The balance of the remaining shares held by
Mr. Abotaleb and all of the shares held by Mr. Gerald Lewis, totaling an
aggregate of 83,339,976 common shares, were then returned to the Company for
cancellation and are no longer outstanding.
On March
15, 2010, Ibrahim Abotaleb resigned as the Company's President and Chief
Executive Officer, and Gerald Lewis resigned as the Secretary, Treasurer, and
Chief Financial Officer. Mr. Abotaleb and Mr. Lewis also resigned from the
Company's board of directors.
On March
15, 2010, the Company appointed Robert Brooke as its President and Chief
Executive Officer, and the Company appointed Richard McKilligan as its
Secretary, Treasurer, and Chief Financial Officer. In addition, Mr. Brooke and
Mr. McKilligan were appointed to the Company's board of directors.
Rent
and Other Services
The
Company neither owns nor leases any real or personal property. The Company’s
directors provide office space free of charge. The officers and directors of the
Company are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.
As of
December 31, 2009, the Company had amounts due a former director of
$23,120. The amounts due were unsecured, non-interest bearing and
were due on demand. During the nine months ended September 30, 2010, the Company
repaid $4,983 of the amount due to the former director and the director forgave
the remainder of the amount due of $18,137, which was recorded as miscellaneous
income.
NOTE 8. SUBSEQUENT
EVENTS
On
October 22, 2010, the Company closed a private placement offering pursuant to
which it entered into a Private Placement Subscription Agreement with an
accredited investor providing for the issuance and sale of 250,000 shares of the
Company’s common stock for a purchase price of $250,000. This
offering triggered anti-dilution provisions contained in certain warrants
previously issued because the $1.00 purchase price per share in the offering is
lower than the $1.25 exercise price of those warrants. As a result, effective
October 22, 2010, the exercise price of 466,667 warrants issued on September 17,
2010 was reduced to $1.00 per share and the holders of those warrants have
become entitled to purchase an aggregate of 116,674 additional shares of the
Company’s common stock upon exercise of those warrants, bringing the total
number of shares of common stock underlying those warrants to
583,348.
11
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
The
following discussion and analysis of our results of operations and financial
condition for the three and nine months ended September 30, 2010 and 2009 should
be read in conjunction with the notes to those financial statements that are
included in Item 1 of Part 1 of this Quarterly Report. Our discussion includes
forward-looking statements based upon current expectations that involve risks
and uncertainties, such as our plans, objectives, expectations and intentions.
Actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of a number of
factors. We use words such as “anticipate,” “estimate,” “plan,” “project,”
“continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,”
“could,” and similar expressions to identify forward-looking statements. All
forward-looking statements included in this Quarterly Report are based on
information available to us on the date hereof and, except as required by law,
we assume no obligation to update any such forward-looking
statements.
Overview
Genesis
Biopharma, Inc. (“we” or the “Company”) is a biopharmaceutical company engaged
in the development and commercialization of drugs and other clinical solutions
for underserved diseases, including metastatic cancers and lethal infectious
diseases. Our drug pipeline includes an anti-CD55 antibody therapy
derived from a diagnostic used in over 100 cancer patients. It has
shown potential for therapeutic use in several large market cancer indications
and in combination with rituximab, a biotechnology drug currently marketed by
Roche and Biogen IDEC with worldwide 2009 sales in excess of $5
billion. Genesis holds exclusive intellectual property rights for
commercialization of its anti-CD55 therapy, with patent applications pending in
various nations. In addition to our anti-CD55 drug development
program, we are seeking to convert promising academic research into low-risk and
proprietary drug development programs, through efforts referred to
as Genesis Advanced Development Programs (“Genesis
ADP”). As part of these efforts, we are actively evaluating
in-licensing and new business development opportunities.
Results
of Operations
Three
Months Ended September 30, 2010 Compared to the Three Months Ended September 30,
2009:
Operating
Expenses
General
and Administrative
Our
general and administrative expenses increased from $3,470 for the three months
ended September 30, 2009 to $167,027 for the three months ended September 30,
2010. In the 2010 period these expenses were primarily marketing and operating
expenses related to the development of the Company’s products. We
expect these expenses to remain at or above this level during the 2010 fiscal
year as we implement our plan to develop our products. We also plan
to undertake an investor relations campaign during the next twelve months that
will require significant resources.
Amortization
Our
amortization expense decreased from $333 in the three months ended September 30,
2009 to $174 for the three months ended September 30, 2010. We expect
depreciation and amortization expenses to increase as we invest in a new website
and various other intellectual property.
Fair
value of derivative liability
During
the quarter ended September 30, 2010, we recorded private placement costs and a
corresponding derivative liability related to the issuance of warrants of
$563,348, and a gain as a result of a decrease in the fair market value of those
warrants of $16,618. No such costs or gains were recognized in the
2009 period.
Net
Loss
We had a
net loss of $3,470 for the three months ended September 30, 2009 compared to a
net loss of $713,757 for the three months ended September 30,
2010. As we are a development stage company and do not expect to earn
significant revenues during the next fiscal year, we expect to continue to incur
net losses and we expect those losses to increase during the 2010 fiscal year as
we incur significant expenses to develop our products.
12
Nine
Months Ended September 30, 2010 Compared to the Nine Months Ended September 30,
2009:
Operating
Expenses
General
and Administrative
Our
general and administrative expenses increased from $13,427 for the nine months
ended September 30, 2009 to $319,336 for the nine months ended September 30,
2010. In the 2010 period these expenses represented marketing and other
operating expenses related to the development of the Company’s products as well
as intellectual property license fees and expenses related to the Company’s
Securities and Exchange Commission (“SEC”) filings. We expect these
expenses to remain high during the remainder of the 2010 fiscal year as we
implement our plan to develop our products.
Amortization
Our
amortization expense decreased from $666 in the nine months ended September 30,
2009 to $347 for the nine months ended September 30, 2010. We expect
depreciation and amortization expenses to increase as we invest in a new website
and various other intellectual property.
Fair
value of derivative liability
During
the nine months ended September 30, 2010, we recorded private placement costs
and a corresponding derivative liability related to the issuance of warrants of
$563,348, and a gain as a result of a decrease in the fair market value of those
warrants of $16,618. No such costs or gains were recognized in the
2009 period.
Net
Loss
We had a
net loss of $13,427 for the nine months ended September 30, 2009 compared to a
net loss of $866,066 for the nine months ended September 30, 2010. As
we are a development stage company and do not expect to earn significant
revenues during the next fiscal year, we expect to continue to incur net losses
and we expect those losses to increase during the 2010 fiscal year as we incur
significant expenses to develop our products.
Liquidity
and Capital Resources
Since our
inception, we have funded our operations primarily through private sales of
equity securities and loans from a director. Effective March 15, 2010, the
Company sold to accredited investors pursuant to subscription agreements, in a
private placement offering, an aggregate of 12,799,968 shares (post-split) of
its common stock, for an aggregate purchase price of $365,000, net of offering
costs. We expect to issue additional shares and possibly incur
debt.
As of
September 30, 2010, we had cash of $795,943.
Net cash
used in operating activities was $8,187 for the nine months ended September 30,
2009 compared to net cash used in operating activities of $251,213 for the nine
months ended September 30, 2010. This difference was primarily due to
a larger net loss in the 2010 period, partially offset by the recognition of a
liability for the fair market value of warrants issued in the 2010 period.
Net cash
provided by financing activities increased from $5,900 for the nine months ended
September 30, 2009 to $1,041,880 for the nine months ended September 30, 2010 as
a result of two private placements of the Company’s common stock, for an
aggregate purchase price of $1,065,000, net of offering costs, during the 2010
period.
We
believe that our current cash resources will be sufficient to sustain our
current operations for approximately six (6) months. We will
need to obtain additional cash resources during the next year in order to
develop our products and to undertake our planned investor relations
campaign. We expect to engage in additional sales of debt or equity
securities. The sale of additional equity or convertible debt securities would
result in additional dilution to our shareholders. The issuance of additional
debt would result in increased expenses and could subject us to covenants that
may have the effect of restricting our operations. We have not made arrangements
to obtain additional financing and we can provide no assurance that additional
financing will be available in an amount or on terms acceptable to us, if at
all.
Critical
Accounting Policies
Our
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements and accompanying notes, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. When making these estimates and assumptions, we consider
our historical experience, our knowledge of economic and market factors and
various other factors that we believe to be reasonable under the circumstances.
Actual results may differ under different estimates and
assumptions.
The
accounting estimates and assumptions discussed in this section are those that we
consider to be the most critical to an understanding of our financial statements
because they inherently involve significant judgments and
uncertainties.
13
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from these
estimates.
Revenue
Recognition
The
Company applies the provisions of SEC Staff Accounting Bulletin (SAB) No. 104,
“Revenue Recognition in Financial Statements,” which provides guidance on the
recognition, presentation and disclosure of revenue in financial statements
filed with the SEC. SAB No. 104 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosure related to revenue
recognition policies. In general, the Company recognizes revenue when (i)
persuasive evidence of an arrangement exists, (ii) shipment of products has
occurred or services have been rendered, (iii) the sales price charged is fixed
or determinable and (iv) collection is reasonably assured.
The
Company has not recognized any revenue to date and we do not anticipate
recognizing any significant revenue during the next fiscal year.
Intangible
Assets
The
Company records intangible assets in accordance with guidance of the Financial
Accounting Standards Board (the “FASB”). Intangible assets consist
mostly of intellectual property rights and are deemed to have indefinite lives
that are not subject to annual amortization. The Company reviews, at least
quarterly, its investment in intangible assets for impairment and if impairment
is deemed to have occurred the impairment is charged to
expense. Accordingly, management compares the carrying value of the
asset to its fair value in determining the amount of the impairment. No
impairments were identified as of September 30, 2010.
Stock-Based
Compensation
We
periodically issue stock options and warrants to employees and non-employees in
non-capital raising transactions for services and for financing costs. We
adopted FASB guidance effective January 1, 2006, and are using the modified
prospective method in which compensation cost is recognized beginning with the
effective date (a) for all share-based payments granted after the effective date
and (b) for all awards granted to employees prior to the effective date that
remain unvested on the effective date. We account for stock option and warrant
grants issued and vesting to non-employees in accordance with accounting
guidance whereby the fair value of the stock compensation is based on the
measurement date as determined at either (a) the date at which a performance
commitment is reached, or (b) the date at which the necessary performance to
earn the equity instrument is complete.
We
estimate the fair value of stock options using the Black-Scholes option-pricing
model, which was developed for use in estimating the fair value of options that
have no vesting restrictions and are fully transferable. This model requires the
input of subjective assumptions, including the expected price volatility of the
underlying stock and the expected life of stock options. Projected data related
to the expected volatility of stock options is based on the historical
volatility of the trading prices of the Company’s common stock and the expected
life of stock options is based upon the average term and vesting schedules of
the options. Changes in these subjective assumptions can materially affect the
fair value of the estimate, and therefore the existing valuation models do not
provide a precise measure of the fair value of our employee stock
options.
Recent
Accounting Pronouncements
In
April 2010, the FASB issued new accounting guidance in applying the
milestone method of revenue recognition to research or development arrangements.
Under this guidance, management may recognize revenue contingent upon the
achievement of a milestone in its entirety, in the period in which the milestone
is achieved, only if the milestone meets all the criteria within the guidance to
be considered substantive. This standard is effective on a prospective basis for
research and development milestones achieved in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted; however, adoption of this
guidance as of a date other than January 1, 2011 will require the Company
to apply this guidance retrospectively effective as of January 1, 2010 and
will require disclosure of the effect of this guidance as applied to all
previously reported interim periods in the fiscal year of adoption. As the
Company plans to implement this standard prospectively, the effect of this
guidance will be limited to future transactions. The Company does not expect
adoption of this standard to have a material impact on its financial position or
results of operations as it has no material research and development
arrangements which will be accounted for under the milestone
method.
In
January 2010, the FASB issued new accounting guidance which requires new
disclosures regarding transfers in and out of Level 1 and Level 2 fair value
measurements, as well as requiring presentation on a gross basis of information
about purchases, sales, issuances and settlements in Level 3 fair value
measurements. The guidance also clarifies existing disclosures regarding level
of disaggregation, inputs and valuation techniques. The new guidance is
effective for interim and annual reporting periods beginning after
December 15, 2009. Disclosures about purchases, sales, issuances
and settlements in the roll forward of activity in Level 3 fair value
measurements are effective for fiscal years beginning after December 15,
2010. As this guidance requires only additional disclosure, there
should be no impact on the consolidated financial statements of the Company upon
adoption.
14
In
October 2009, a new accounting consensus was issued for
multiple-deliverable revenue arrangements. This consensus amends existing
revenue recognition accounting standards. This consensus provides accounting
principles and application guidance on whether multiple deliverables exist, how
the arrangement should be separated and the consideration allocated. This
guidance eliminates the requirement to establish the fair value of undelivered
products and services and instead provides for separate revenue recognition
based upon management’s estimate of the selling price for an undelivered item
when there is no other means to determine the fair value of that undelivered
item. Previously the existing accounting consensus required that the fair value
of the undelivered item be the price of the item either sold in a separate
transaction between unrelated third parties or the price charged for each item
when the item is sold separately by the vendor. Under the existing accounting
consensus, if the fair value of all of the elements in the arrangement was not
determinable, then revenue was deferred until all of the items were delivered or
fair value was determined. This new approach is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The Company is in the process of
evaluating whether the adoption of this standard will have a material effect on
its financial position, results of operations or cash flows.
Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not or are not believed by
management to have a material impact on the Company's present or future
consolidated financial statements.
Off-Balance
Sheet Arrangements
At
September 30, 2010, we had no obligations that would require disclosure as
off-balance sheet arrangements.
Not
required.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act (defined below)). Based upon that evaluation, our
principal executive officer and principal financial officer concluded that, as
of the end of the period covered in this report, our disclosure controls and
procedures were effective to ensure that information required to be disclosed in
reports filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") is recorded, processed, summarized and reported within the
required time periods and is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud. A control system, no matter
how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints
and the benefits of controls must be considered relative to their costs. Due to
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, have been detected. Accordingly, management believes that the financial
statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows for the periods
presented.
Changes
in Internal Control Over Financial Reporting
In
addition, our management with the participation of our principal executive
officer and principal financial officer have determined that no change in our
internal control over financial reporting (as that term is defined in Rules
13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the quarter
ended September 30, 2010 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.
PART
II — OTHER INFORMATION
Item
1. Legal Proceedings
There are
no material pending legal proceedings to which the Company is a party or of
which our property is the subject.
Not
required.
15
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
We have
not sold any equity securities during the period covered by this Quarterly
Report that were not registered under the Securities Act of 1933, as amended,
other than those previously included in a Current Report on Form
8-K.
None.
Item
4. [Removed and Reserved]
Item
5. Other Information
|
(a)
|
None.
|
|
(b)
|
There
were no changes to the procedures by which security holders may recommend
nominees to our board of directors.
|
Item
6. Exhibits
The
Exhibit Index set forth on the page immediately following the signature page
hereto is incorporated herein by reference.
16
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
GENESIS
BIOPHARMA, INC.
|
||
|
By:
|
/s/
Robert T. Brooke
|
|
|
Robert
T. Brooke
|
||
|
Date: November
16, 2010
|
Chief
Executive Officer
|
|
|
By:
|
/s/
Richard McKilligan
|
|
|
Richard
McKilligan
|
||
|
Date:
November 16, 2010
|
Chief
Financial Officer
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
2.1
|
Agreement and Plan of Merger between Freight Management Corp. (renamed Genesis Biopharma, Inc.) and Genesis Biopharma Inc. dated March 15, 2010 (1) | |
|
3.1
|
Articles
of Incorporation, as amended*
|
|
|
3.2
|
Bylaws
(2)
|
|
|
4.1
|
Form
of Series A Common Stock Purchase Warrant (3)
|
|
|
4.2
|
Form
of Series B Common Stock Purchase Warrant (3)
|
|
|
10.1
|
Form
of Private Placement Subscription Agreement (3)
|
|
|
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*
|
|
*
|
Filed
herewith
|
|
| (1) | Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on March 19, 2010. | |
|
(2)
|
Incorporated
by reference to Exhibit 3.2 to the Issuer’s Registration Statement on Form
SB-2 filed on January 29, 2008.
|
|
|
(3)
|
Incorporated
by reference to the exhibit of the same number to the Issuer’s Current
Report on Form 8-K filed on September 23, 2010.
|
|
Exhibit
31.1
RULE
13a-14(a) CERTIFICATION
I, Robert
T. Brooke, certify that:
|
1.
|
I
have reviewed this quarterly report on Form 10-Q 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 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:
|
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer 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):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
November 16, 2010
|
/s/
Robert T. Brooke
|
|
Robert
T. Brooke
|
|
|
Chief
Executive Officer (Principal Executive
Officer)
|
RULE
13a-14(a) CERTIFICATION
I,
Richard McKilligan, certify that:
|
1.
|
I
have reviewed this quarterly report on Form 10-Q 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 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:
|
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer 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):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
November 16, 2010
|
/s/
Richard McKilligan
|
|
Richard
McKilligan
|
|
|
Chief
Financial Officer (Principal Financial and Accounting
Officer)
|
Exhibit
32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report of Genesis Biopharma, Inc. (the “Company”)
on Form 10-Q for the period ended September 30, 2010, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Robert
T. Brooke, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
|
(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.
|
|
/s/
Robert T. Brooke
|
|
|
Robert
T. Brooke
|
|
|
Chief
Executive Officer (Principal Executive Officer)
|
|
|
November
16, 2010
|
|
Exhibit
32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report of Genesis Biopharma, Inc. (the “Company”)
on Form 10-Q for the period ended September 30, 2010, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Richard
McKilligan, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
|
(1)
|
The
Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
|
/s/
Richard McKilligan
|
|
|
Richard
McKilligan
|
|
|
Chief
Financial Officer (Principal Financial and Accounting
Officer)
|
|
|
November
16, 2010
|
|