UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Genesis Biopharma, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
37182R102
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(CUSIP Number)
May 31, 2012
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 37182R102
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Bristol Investment Fund, Ltd. (98-0335509)
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2. Check the Appropriate Box If a Member of a Group
(See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Citizenship or Place of Organization
Cayman Islands
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5. SOLE VOTING POWER
10,013,628*
*plus shares underlying convertible note and warrants to
purchase common stock of Issuer which may not be
converted or exercised into such number of shares
exceeding 4.9% of Issuer's outstanding common stock
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6. SHARED VOTING POWER
NUMBER OF
SHARES 00,000
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10,013,628*
*plus shares underlying convertible note and warrants to
purchase common stock of Issuer which may not be
converted or exercised into such number of shares
exceeding 4.9% of Issuer's outstanding common stock
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8. SHARED DISPOSITIVE POWER
00,000
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,013,628*
*plus shares underlying convertible note and warrants to purchase
common stock of Issuer which may not be converted or exercised into
such number of shares exceeding 4.9% of Issuer's outstanding common
stock
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |_|
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11. Percent of Class Represented by Amount in Row (9)
12.79%
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12. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 000000000 13G Page 3 of 3 Pages
ITEM 1.
(a) Name of Issuer:
Genesis Biopharma, Inc.
(b) Address of Issuer's Principal Executive Offices:
11500 Olympic Boulevard, Suite 400, Los Angeles CA 90064
ITEM 2.
(a) Name of Person Filing:
Bristol Investment Fund, Ltd. (98-0335509)
(b) Address of the Principal Office or, if none, residence:
Caledonian Trust (Cayman) Limited, 69 Dr. Roy's Drive, P.O. Box 1043,
Grand Cayman KY1-1102
(c) Citizenship:
Cayman Islands
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
37182R102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with S.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
S.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
S. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with S.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 10,013,628*
*plus shares underlying convertible note and warrants to purchase
common stock of Issuer which may not be converted or exercised into
such number of shares exceeding 4.9% of the Issuer's outstanding
common stock
(b) Percent of class: 12.79%
(c) Number of shares as to which the person has: 00,000
(i) Sole power to vote or to direct the vote
10,013,628*
*plus shares underlying convertible note and warrants to
purchase common stock of Issuer which may not be converted or
exercised into such number of shares exceeding 4.9% of the
Issuer's outstanding common stock.
(ii) Shared power to vote or to direct the vote .
(iii) Sole power to dispose or to direct the disposition of.
10,013,628*
*plus shares underlying convertible note and warrants to
purchase common stock of Issuer which may not be converted or
exercised into such number of shares exceeding 4.9% of the
Issuer's outstanding common stock .
(iv) Shared power to dispose or to direct the disposition of .
INSTRUCTION. For computations regarding securities which represent a right to
acquire an underlying security SEE ss.240.13d3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company or Control person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is
filed pursuant to S.240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to S.240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
June 8, 2012
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Date
/S/ PAUL KESSLER
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Signature
Paul Kessler, Director
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Name/Title