UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Genesis
Biopharma, Inc.
(Name of
Issuer)
Common
Stock
(Title of Class of Securities)
37182R102
(CUSIP Number)
September
17, 2010
(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)
ý 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 the
disclosures provided in a prior cover page.
The
information required in 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 not be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.
37182R102
| 1. |
Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only). |
| 2. |
Check the
Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
| 3. |
SEC Use
Only
|
| 4. | Citizenship or Place
of Organization California |
|
Number
of
Shares Beneficially Owned by Each Reporting Person
With |
5. |
Sole
Voting Power
0 |
| 6. | Shared Voting
Power 6,440,841 |
|
| 7. | Sole Dispositive
Power 0 |
|
| 8. | Shared Dispositive
Power 6,440,841 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 6,440,841 |
| 10. |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
| 11. | Percent of Class
Represented by Amount in Row (9) 8.8% |
| 12. | Type of Reporting
Person (See Instructions) PN |
2
CUSIP No.
37182R102
| 1. |
Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only). |
| 2. |
Check the
Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
| 3. |
SEC Use
Only
|
| 4. | Citizenship or Place
of Organization United States of America |
|
Number
of
Shares Beneficially Owned by Each Reporting Person
With |
5. |
Sole
Voting Power
0 |
| 6. | Shared Voting
Power 6,440,841 |
|
| 7. | Sole Dispositive
Power 0 |
|
| 8. | Shared Dispositive
Power 6,440,841 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 6,440,841 |
| 10. |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
| 11. | Percent of Class
Represented by Amount in Row (9) 8.8% |
| 12. | Type of Reporting
Person (See Instructions) IN |
3
|
Item
1(a).
|
Name
of Issuer.
|
The name
of the issuer is Genesis Biopharma, Inc. (the “Issuer”).
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices.
|
The
address of the Issuer’s principal executive office is 1601 N. Sepulveda Blvd., #632,
Manhattan Beach, California, 90266.
|
Item
2(a).
|
Name
of Person Filing.
|
This
Schedule 13G (this “Schedule”) is filed
on behalf of Theorem Group, LLC, a California limited liability company (“Theorem”), and
Anshuman Dube, a United States citizen.
This
Schedule relates to the securities directly owned by Theorem. Mr. Dube is the
managing director of Theorem and, as a result of his control over Theorem, Mr.
Dube is deemed to beneficially own the securities of Theorem under Section 13(d)
of the Securities Exchange Act of 1934, as amended. Theorem and Mr.
Dube are referred to herein as the “Reporting Persons.”
|
Item
2(b).
|
Address
of Principal Business Office, or, if None,
Residence.
|
The
business address of each of Theorem and Mr. Dube is 10880 Wilshire Blvd., Suite
950, Los Angeles, CA 90024.
|
Item
2(c).
|
Citizenship.
|
Theorem
is a California limited liability company. Mr. Dube is a U.S.
Citizen.
|
Item
2(d).
|
Title
of Class of Securities.
|
The title
of the class of securities to which this statement relates is the common stock
of the Issuer (the “Common
Stock”).
|
Item
2(e).
|
CUSIP
No.
|
The CUSIP
number is 37182R102.
|
Item
3.
|
If
This Statement is Filed Pursuant to §240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is
a:
|
| (a) |
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
|
| (b) |
o
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) |
o
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) |
o
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8); |
| (e) |
o
|
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E); |
| (f) |
o
|
An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F); |
| (g) |
o
|
A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G); |
| (h) |
o
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) |
o
|
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) |
o
|
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) |
o
|
Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____ |
4
|
Item
4.
|
Ownership.
|
The
information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the
cover pages and is incorporated herein by reference.
As of
January 28, 2011, Theorem beneficially owns 6,413,341 shares of the Issuer’s
Common Stock, representing 8.8% of the Issuer’s Common Stock then
outstanding. Theorem also owns two warrants to purchase up to 13,334
shares Common Stock, provided that, following such exercise, the holder and its
affiliates do not beneficially own more than 4.99% of the Issuer’s then issued
and outstanding shares of Common Stock. This limitation may be waived upon 61
days’ prior notice to the Issuer, provided that in no event shall the limitation
exceed 9.99%. Since Theorem cannot exercise the warrants
without first giving 61 days’ prior notice to the Issuer to increase the
limitation to 9.99%, none of the underlying shares of Common Stock have been
included in the cover pages.
Mr. Dube
does not directly own any securities of the Issuer. However, as
Theorem’s managing director, Mr. Dube has the power to vote, or to direct the
vote, and to dispose of, or to direct the disposition of, the securities held by
Theorem. As a result of his control over Theorem, Mr. Dube is deemed
to beneficially own the securities held by Theorem.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If this
Schedule 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 o.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
Applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
Not
Applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Not
Applicable.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
|
Item
10.
|
Certifications.
|
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.
5
SIGNATURE
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.
| Dated: January 28, 2011 | Dated: January 28, 2011 | ||||
| THEOREM GROUP, LLC | |||||
|
By:
|
/s/
Anshuman Dube
|
/s/
Anshuman Dube
|
|||
|
Anshuman
Dube, Managing Director
|
ANSHUMAN
DUBE
|
||||
6
EXHIBIT
A
AGREEMENT
OF JOINT FILING
The
undersigned hereby agree that the statement on Schedule 13G filed herewith (and
any amendments thereto), is being filed jointly with the Securities and Exchange
Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, on behalf of each such person.
| Dated: January 28, 2011 | Dated: January 28, 2011 | ||||
| THEOREM GROUP, LLC | |||||
|
By:
|
/s/
Anshuman Dube
|
/s/
Anshuman Dube
|
|||
|
Anshuman
Dube, Managing Director
|
ANSHUMAN
DUBE
|
||||
7