UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended June 30, 2009





oTRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


EXCHANGE
ACT





Commission
File Number: 000-26607




GENMED
HOLDING CORP.


Exact
name of registrant as specified in its charter





NEVADA
            88-0390828(State
      or other jurisdiction of
            I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.





Rontgenlaan
27, 2719 DX


Zoetermeer,
The Netherlands


(Address
of principal executive offices)





011-31-793-630-129


Registrant's
telephone number, including area code





N/A


___________________________________________________


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days Yesx  No
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 x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes xNo   o





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes o No o





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 123,211,739 shares of common stock as
of August 18, 2009.








GENMED
HOLDING CORP.





INDEX





PART I:
FINANCIAL INFORMATION








ITEM
1. FINANCIAL STATEMENTS





GENMED
      HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETS




June
      30,
                                        
                                        
                                        December
      31,2009
                                        
                                        
                                        2008(Unaudited)ASSETSCURRENT
      ASSETSCash
                                        
                                        $
                                        2,480
                                        
                                        
                                        $
                                        1,764Accounts
      receivable
                                        
                                        
                                        28,097
                                        
                                        
                                        
                                        -VAT
      receivable
                                        
                                        
                                        2,546
                                        
                                        
                                        
                                        8,777Total
      Current Assets
                                        
                                        
                                        33,123
                                        
                                        
                                        
                                        10,541EQUIPMENT,
      net accumulated depreciation of $3,896 and $2,206
                                        
                                        
                                        14,157
                                        
                                        
                                        
                                        16,002MEDICAL
      REGISTRATION RIGHTS, net accumulated amortizationof
      $1,460,000 and $736,000
                                        
                                        
                                        13,140,000
                                        
                                        
                                        
                                        13,864,000Total
      Assets
                                        
                                        $
                                        13,187,280
                                        
                                        
                                        $
                                        13,890,543LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                        
                                        $
                                        190,733
                                        
                                        
                                        $
                                        169,096Accrued
      salaries and related expenses
                                        
                                        
                                        353,387
                                        
                                        
                                        
                                        331,420Accrued
      expenses
                                        
                                        
                                        327,277
                                        
                                        
                                        
                                        516,074Convertible
      debentures
                                        
                                        
                                        925,000
                                        
                                        
                                        
                                        -Discount
      on convertible debentures
                                        
                                        
                                        (462,500
                                        )
                                        
                                        
                                        -Loans
      payable to related parties
                                        
                                        
                                        237,874
                                        
                                        
                                        
                                        848,416Total
      Current Liabilities
                                        
                                        
                                        1,571,771
                                        
                                        
                                        
                                        1,865,006STOCKHOLDERS'
      EQUITYClass
      A Convertible Preferred Stock, par value $0.001;
authorized500,000,000
      shares; issued and outstanding- 0 and  2,179,533
    atJune
      30, 2009 and December 31, 2008, respectively.
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Common
      stock, par value $0.001; authorized 500,000,000 shares;
    issuedand
      outstanding- 123,211,739 and 125,611,739 shares atJune
      30, 2009 and December 31, 2008, respectively
                                        
                                        
                                        123,212
                                        
                                        
                                        
                                        125,612Additional
      paid-in capital
                                        
                                        
                                        66,129,966
                                        
                                        
                                        
                                        65,563,066Accumulated
      deficit
                                        
                                        
                                        (54,628,745
                                        )
                                        
                                        
                                        (53,671,911
                                        )Accumulated
      other comprehensive income (loss)
                                        
                                        
                                        (8,924
                                        )
                                        
                                        
                                        8,770Total
      Stockholders' Equity
                                        
                                        
                                        11,615,509
                                        
                                        
                                        
                                        12,025,537Total
      Liabilities and Stockholders'  Equity
                                        
                                        $
                                        13,187,280
                                        
                                        
                                        $
                                        13,890,543




See
      accompanying notes to consolidated financial
  statements




F-2




GENMED
      HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED
      STATEMENT OF OPERATIONS(UNAUDITED)




For
      the Three Months Ended
                                  
                                  
                                  For
      the Six Months EndedJune
      30,
                                  
                                  
                                  June
      30,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009
                                  
                                  
                                  2008NET
      SALES
                                  
                                  $
                                  49,775
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  49,775
                                  
                                  
                                  $
                                  -COST
      AND EXPENSES:Selling,
      general and administrative
                                  
                                  
                                  165,458
                                  
                                  
                                  
                                  353,455
                                  
                                  
                                  
                                  479,816
                                  
                                  
                                  
                                  423,321Depreciation
      and amortization
                                  
                                  
                                  364,873
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  725,702
                                  
                                  
                                  
                                  -Impairment
      of goodwill
                                  
                                  
                                  -
                                  
                                  
                                  
                                  9,863,647
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  9,863,647Research
      & development
                                  
                                  
                                  7,826
                                  
                                  
                                  
                                  24,607
                                  
                                  
                                  
                                  40,687
                                  
                                  
                                  
                                  24,607Total
      Costs and Expenses
                                  
                                  
                                  538,157
                                  
                                  
                                  
                                  10,241,709
                                  
                                  
                                  
                                  1,246,205
                                  
                                  
                                  
                                  10,311,575NET
      OPERATING LOSS
                                  
                                  
                                  (488,382
                                  )
                                  
                                  
                                  (10,241,709
                                  )
                                  
                                  
                                  (1,196,430
                                  )
                                  
                                  
                                  (10,311,575
                                  )OTHER
      INCOME (EXPENSE)Gain
      on cancellation of consulting agreement
                                  
                                  
                                  285,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  285,000
                                  
                                  
                                  
                                  -Loss
      on foreign exchange
                                  
                                  
                                  (5,806
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (12,227
                                  )
                                  
                                  
                                  -Interest
      expense
                                  
                                  
                                  (16,495
                                  )
                                  
                                  
                                  (12,003
                                  )
                                  
                                  
                                  (33,177
                                  )
                                  
                                  
                                  (23,644
                                  )Total
      Other Income (Expense)
                                  
                                  
                                  262,699
                                  
                                  
                                  
                                  (12,003
                                  )
                                  
                                  
                                  239,596
                                  
                                  
                                  
                                  (23,644
                                  )NET
      LOSS
                                  
                                  $
                                  (225,683
                                  )
                                  
                                  $
                                  (10,253,712
                                  )
                                  
                                  $
                                  (956,834
                                  )
                                  
                                  $
                                  (10,335,219
                                  )NET
      LOSS PER COMMON SHARE(BASIC
      AND DILUTED)
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  (0.20
                                  )
                                  
                                  $
                                  (0.01
                                  )
                                  
                                  $
                                  (0.20
                                  )WEIGHTED
      AVERAGE COMMONSHARES
      OUTSTANDING
                                  
                                  
                                  123,478,406
                                  
                                  
                                  
                                  51,198,552
                                  
                                  
                                  
                                  124,545,072
                                  
                                  
                                  
                                  51,198,552




See
      accompanying notes to consolidated financial
  statements




F-3




GENMED
      HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED
      STATEMENT OF CASH FLOWS(UNAUDITED)




For
      the six months endedJune
      30,2009
                        
                        
                        2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                        
                        $
                        (956,834
                        )
                        
                        $
                        (10,335,219
                        )Adjustments
      to reconcile net loss to cash flows used in operating
      activities:Depreciation
      and amortization
                        
                        
                        725,702
                        
                        
                        
                        -Impairment
      of goodwill
                        
                        
                        -
                        
                        
                        
                        9,863,647Stock
      Based Compensation
                        
                        
                        102,000
                        
                        
                        
                        102,000Changes
      in operating assets and liabilities:Accounts
      receivable
                        
                        
                        (28,097
                        )
                        
                        
                        -VAT
      receivable
                        
                        
                        6,231
                        
                        
                        
                        15,334Accounts
      payable
                        
                        
                        21,637
                        
                        
                        
                        46,325Accrued
      salaries and related expenses
                        
                        
                        21,967
                        
                        
                        
                        208,643Accrued
      expenses
                        
                        
                        (188,797
                        )
                        
                        
                        67,385Net
      Cash Used in Operating Activities
                        
                        
                        (296,191
                        )
                        
                        
                        (31,885
                        )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of equipemt
                        
                        
                        -
                        
                        
                        
                        (18,407
                        )Net
      Cash Used in Investing Activities
                        
                        
                        -
                        
                        
                        
                        (18,407
                        )CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      acquired in acquisition
                        
                        
                        -
                        
                        
                        
                        4,993Advances
      from notes payable to related parties
                        
                        
                        314,458
                        
                        
                        
                        48,670Net
      Cash Provided by Investing Activities
                        
                        
                        314,458
                        
                        
                        
                        53,663EFFECT
      OF EXCHANGE RATE
                        
                        
                        (17,551
                        )
                        
                        
                        (1,481
                        )INCREASE
      (DECREASE) IN CASH
                        
                        
                        716
                        
                        
                        
                        1,890CASH,
      BEGINNING OF PERIOD
                        
                        
                        1,764
                        
                        
                        
                        976CASH,
      END OF PERIOD
                        
                        $
                        2,480
                        
                        
                        $
                        2,866SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONNon
      cash activities:Conversion
      of related party debt to preferred stock
                        
                        
                        -
                        
                        
                        
                        600,000Conversion
      of related party debt to convertible debenture
                        
                        
                        925,000
                        
                        
                        
                        -Beneficial
      conversion feature on convertible debenture
                        
                        
                        462,500Cancellation
      of common stock
                        
                        
                        2,400


See
      accompanying notes to consolidated financial
  statements


F-4
 
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2009
 NOTE
1 – BASIS OF PRESENTATION
 
 The
accompanying consolidated financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information.  Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary in order to make
the financial statements not misleading have been included.  Results
for the three and six months ended June 30, 2009 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2009.  For further information, refer to the financial statements and
footnotes thereto included in the Genmed Holding Corp. and Subsidiaries annual
report on Form 10-K for the year ended December 31, 2008.
 
 
 NOTE
2 – GOING CONCERN
 
 As shown
in the accompanying financial statements, the Company has incurred an
accumulated deficit of $54,628,745 and has negative working capital of
$1,538,648.  Management's plans include the raising of capital through
the equity markets to fund future operations and the generating of revenue
through its business. Failure to raise adequate capital and generate adequate
sales revenues could result in the Company having to curtail or cease
operations.  Additionally, even if the Company does raise sufficient
capital to support its operating expenses and generate adequate revenues, there
can be no assurance that the revenue will be sufficient to enable it to develop
business to a level where it will generate profits and cash flows from
operations.  These matters raise substantial doubt about the Company's
ability to continue as a going concern.  However, the accompanying
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.  These financial statements do not include
any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
 
  NOTE
3 – GENERAL
 
 General
Release and Settlement Agreement
 
 On April
17, 2008, the Company entered into a General Release and Settlement Agreement
(the "General Release Agreement") with Total Look, B.V. (“Total Look”), London
Finance Group, Ltd., a California corporation (“LFG”), Dojo Enterprises, LLC, a
Nevada limited liability company (“Dojo”), Hyperion Fund, L.P., a Colorado
limited partnership (“Hyperion”), The Palisades Capital, LLC 401(k) Profit
Sharing Trust (“Palisades”), The Morpheus 2005 Trust dated December 1, 2005
(“Morpheus”), Burton Partners, LLC (“Burton”), Picasso, LLC (“Picasso”) and
Glacier, LLC (“Glacier,” and, together with Total Look, LFG, Dojo, Hyperion,
Palisades, Morpheus, Burton and Picasso, the “Preferred Shareholders”) to
settle all accounts and disputes between the parties and to avoid the expense
and delay of litigation.
 
 Pursuant
to the General Release Agreement, the Company issued 39,000,000 warrants to the
Preferred Shareholders, which were subsequently cancelled, to purchase
shares of common stock of the Company.
 
 The
Preferred Shareholders collectively own 2,179,533 shares of Class A Convertible
Preferred Stock of the Company, which equals 100% of the outstanding preferred
shares of stock of the Company. Pursuant to the General Release Agreement, all
of the outstanding preferred shares of the Company were cancelled upon the issue
of the common stock to the Preferred Shareholders.
 
 Subsequent
to December 31, 2008, on or around April 11, 2009, the Preferred Shareholders
entered into a Release and Settlement Agreement in which the parties agreed to
the cancellation of all the warrants and to the cancellation and re-issuing of
certain shares of Common Stock that were issued pursuant to the General Release
and Settlement Agreement of April 17, 2008.
 
 
 F-5
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2009
 
 
 NOTE
3 – GENERAL (Continued)
 
 General
Release and Settlement Agreement (Continued)
 
 Pursuant
to the Release and Settlement Agreement of April 11, 2009, such shares of common
stock of the Company are now issued as follows:
 
 Shareholder
                  Common StockTotal
      Look B.V.
                  62,678,826 
      sharesDojo
      Enterprises, Ltd.
                  1,120,107 
      sharesHyperion
      Fund, L.P.
                  1,760,428 
      sharesDiane
      Breitman, as Trustee of The Morpheus 2005 Trust
                  2,720,000 
      sharesBurton
      Partners, LLC
                  2,240,213 
      sharesPicasso,
      LLC
                  2,240,213 
      sharesGlacier,
      LLC
                  2,240,213 
      sharesTOTAL
                  75,000,000 
      shares
 
 Stock
Exchange Agreement
 
 On April
17, 2008, Genmed Holding Corp. ("Genmed," or the “Company”) entered into a Stock
Exchange Agreement (the "Stock Exchange Agreement") with Joost de Metz (“de
Metz”), Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and Medical
Network Holding BV (“MNH,” and collectively with de Metz, Blijlevens and
Bouwens, the “Shareholders”). The Shareholders were holders of 100% of the
outstanding capital stock of Genmed BV (“GMBV”), a company organized in The
Netherlands.
  Pursuant
to the Stock Exchange Agreement, Genmed agreed to purchase from the Shareholders
18,000 restricted shares of the registered and outstanding capital stock of GMBV
(the “GMBV Shares”), representing 100% of its outstanding capital stock, for a
purchase price equal to 48,000,000 shares of restricted common stock of
Genmed and the issuance of 24,000,000 warrants at $0.10 per share.
 
 Subsequent
to December 31, 2008, on or around April 11, 2009, the ‘Shareholders’ entered
into a Release and Settlement Agreement in which the parties agreed to the
cancellation of all the warrants that were issued pursuant to the Stock Exchange
Agreement of April 17, 2008.
 
 The fair
value of the assets acquired is as follows:
 
 Cash
                    
                    $
                    4,993Receivables
                    
                    
                    17,513Fair
      Value of Medical Registration Rights
                    
                    
                    14,600,000Liabilities
      Assumed
                    
                    
                    (6,153
                    )14,616,353Fair
      value of 48,000,000 shares @ $0.51 per share and
                      24,000,000
      warrants valued at 9,881,923
                    
                    
                    34,361,923Impairment
      of Goodwill
                    
                    $
                    19,745,570
  The Medical Registration
Rights represent a distribution agreement with Atabay Group to distribute
generic drugs in various European Union and other countries outside the European
Union as well as the registration rights to Paracetamol (acetaminophen), a
generic form of Tylenol, in the European Union.  These rights are
being amortized over their estimated useful life of 10
years.  Amortization expenses for the year ended December 31, 2008 was
$736,000.  Estimated future amortization for the next five
years is as follows:
 
 2009
                      
                      $
                      1,460,0002010
                      
                      
                      1,460,0002011
                      
                      
                      1,460,0002012
                      
                      
                      1,460,0002013
                      
                      
                      1,460,000
 
 F-6
 GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2009
 NOTE
3 – GENERAL (Continued)
 
 Stock
Exchange Agreement (Continued)
 
 Subsequent
to the acquisition of Genmed BV, the Company tested the business unit for
impairment.  As a result, the Company determined that the Goodwill was
impaired and wrote of the entire balance of $19,745,570.
 
 Reverse
Split
 
 On
October 22, 2007, the Company's board of directors and majority of its
shareholders approved a 1-for-2000 reverse stock split of the Company's
issued and outstanding common stock, par value $.001 per share, pursuant to
which each two thousand shares of the Company’s issued and outstanding
Common Stock would be combined and consolidated into one share of common stock
and authorized the board of directors of the Company to amend its Articles of
Incorporation by issuing, without further shareholder action, one or more
series of preferred stock from its authorized 5,000,000 shares of preferred
stock. On January 28, 2008, the reverse stock split of the Company became
effective.  The consolidated financial statements reflect the effect
of this stock split for all periods presented.
  Change
of Name
 
 On
December 12, 2007, the Company's board of directors and majority of its
shareholders approved the change of the Company’s corporate name from
Satellite Newspapers Corp. to Genmed Holding Corp. by filing an amendment to its
Articles of Incorporation with the Secretary of State of the State of
Nevada.
 
 Change
in Management
 
 Mr. Roy
Piceni resigned from his position as Chief Executive Officer and director of
Genmed Holding Corp. (the “Company”) on April 17, 2008.
 
 The Board
of Directors appointed Mr. Erwin R. Bouwens as the Chief Executive Officer,
President, and director of the Company on April 17, 2008. Mr. Randy Hibma, who
has served as the Company’s Chief Financial Officer since 2004, remained as the
Company’s Chief Financial Officer and was appointed to also serve as Vice
President and Secretary of the Company on April 17, 2008.
 
 Consulting
Agreements
 
 On April
17, 2008, the Company, entered into a Consulting Agreement with London Finance
Group, Ltd. (“London”). Pursuant to such Consulting Agreement, London will
consult with the Company on achieving Company objectives including merging with
other businesses, disposing of businesses or assets, entering into strategic
relationships, entering into investment banking relationships, and securing
valuable management consulting to assist the Company in its operations, strategy
and in its negotiations with vendors, customers and strategic partners. The
Consulting agreement commenced on April 17, 2008 and will terminate
no earlier than April 17, 2011. London was to receive an initial
payment of $65,000 upon execution of the Consulting Agreement, $20,000 per month
for the length of the Consulting Agreement, 2,400,000 shares of restricted
common stock and 2,400,000 warrants to purchase the Company’s common stock as
compensation for its consulting services.
 
 Also on
April 17, 2008, the Company entered into a Consulting Agreement with Total Look
B.V. (“Total Look”), a company organized in The Netherlands. Pursuant to such
Consulting Agreement, Total Look will consult with the Company on finding,
analyzing, structuring and negotiating sales and marketing agreements, alliances
and other desirable projects with regard to the Company’s sales of its generic
pharmaceutical products. The Consulting agreement commenced on April 17, 2008
and will terminate no earlier than April 17, 2011. Total Look will receive an
initial payment of $40,000 upon execution of the Consulting Agreement, $20,000
per month for the length of the Consulting Agreement, and two and one-half
percent (2.5%) of the total revenues from all sales and other revenues actually
received by the Company, until such time as Total Look has received a total of
$3,000,000, as compensation for its consulting services.
 
 Subsequent to December 31,
2008, on or around April 11, 2009, the Company and London Finance Group entered
into a Release and Settlement Agreement in which the parties agreed to rescind
the Consultancy
 
 F-7
 GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2009
 NOTE
3 – GENERAL (Continued)
 
 Consulting
Agreements (Continued)
 
 Agreement
entered into by the Company and the London Finance Group on April 17, 2008 and
to cancel the shares and warrants that have been issued pursuant to the
Consulting Agreement as well as to waive all monies owed by the Company to the
London Finance Group as part of the same Consulting Agreement.  As
part of this agreement, the Company recognized $285,000 as a Gain on the
cancellation of the amounts due under the consulting agreements.
 
 NOTE
4 – CONVERTIBLE NOTE
 
 On June
30, 2009, the Company and two note holders agreed upon the consolidation of
their notes, including the unpaid interest, and to issue a new 100% Premium
Secured Convertible Promissory Note. The new note is issued for the amount of
$925,000 bears an annual interest rate of 8% and is convertible into shares
of the Company’s Common Stock at a share price of $0.04 per
share.   The Secured Promissory Note is due on June 30,
2010.  A beneficial conversion feature of $462,500 was recognized as
part of this conversion and is being amortized over the year of the Secured
Promissory Note.  As such, the beneficial conversion feature of
$462,500 is included as a discount to the convertible debenture at June 30,
2009.
 
 NOTE
5 – RECENT ACCOUNTING PRONOUNCEMENTS
 
 In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS
No. 157"). SFAS No. 157 establishes a common definition for fair value to
be applied to US GAAP guidance requiring the use of fair value, establishes
a framework for measuring fair value, and expands the disclosure about such fair
value measurements.  The application of SFAS No. 157 as it relates to
financial assets and financial liabilities is effective for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years.  On February 12, 2008, the FASB issued FSP FAS 157-2,
"Effective Date of FASB Statement No. 157," which delays the effective date of
SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on at least an annual basis, to fiscal years beginning after November 15, 2008,
and interim periods within those fiscal years.  The Company's adoption
of SFAS No. 157 on January 1, 2009 for all financial assets and liabilities and
any other assets and liabilities that are recognized or disclosed at fair value
on a recurring basis did not impact the Company's consolidated financial
statements.  The provisions of SFAS No. 157 are to be applied
prospectively as of the beginning of the fiscal year in which it is applied,
with any transition adjustment recognized as a cumulative effect adjustment to
the opening balance of retained earnings.  The Company does not
anticipate that the adoption of SFAS No. 157 for nonfinancial assets and
liabilities measured at fair value on a non-recurring basis will have a material
impact on its financial position and results of operations.
 
 In
December 2007, the FASB issued SFAS No. 141R, Business
Combinations.  This standard establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-controlling
interest in the acquiree and the goodwill acquired.  This statement
also establishes disclosure requirements which will enable users to evaluate the
nature and financial effects of the business combination.  SFAS
No.141R is effective for us for acquisitions made after January 1,
2009.  Adoption of SFAS 141R did not have a material impact on the
Company results of operations, cash flows or financial
position.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  This standard outlines the
accounting and reporting for ownership interest in a subsidiary held by parties
other than the parent.  The Company adopted SFAS 160 on January 1,
2009.  Adoption of SFAS 160 did not have a material impact on the Company
results of operations, cash flows or financial position.
 
 In April
2008, the FASB adopted FSP SFAS No. 142-3, Determination of the Useful Life
of Intangible Assets, amending the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible
Assets. This FSP is effective for intangible assets acquired on or after
January 1, 2009.  This FSP is not expected to have a material
impact on the Company’s consolidated financial position, results of operations
and cash flows.
 F-8
 GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2009
 NOTE
5 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
 
 The
adoption of this FSP did not have an impact on the Company’s results of
operations, cash flows or financial position.
 
 In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments. The FSP amends
SFAS No. 107 “Disclosures about Fair Value of Financial Instruments” to
require an entity to provide disclosures about fair value of financial
instruments in interim financial information. This FSP is to be applied
prospectively and is effective for interim and annual periods ending after
June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The adoption of this FSP did not have an impact on the
Company’s results of operations, cash flows or financial position.
 
 
 In April
2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), which provides
additional guidance for estimating fair value in accordance with SFAS No. 157,
“Fair Value Measurements” (“SFAS No. 157”).  FSP FAS 157-4 is
effective for the quarter ending June 30, 2009.  The adoption of this
FSP did not have an impact on the Company’s results of operations, cash flows or
financial position.
 
 In April
2009, the FASB issued FSP SFAS No. 141(R)-1, Accounting for Assets Acquired
and Liabilities Assumed in a Business Combination That Arise from Contingencies.
FSP SFAS No. 141(R)-1 will amend the provisions related to the initial
recognition and measurement,  subsequent measurement and disclosure of
assets and liabilities arising from contingencies in a business combination
under SFAS No. 141(R), Business
Combinations.  The FSP will carry forward the requirements
in
 
 SFAS
No. 141, Business
Combinations, for acquired contingencies, thereby requiring that such
contingencies be recognized at fair value on the acquisition date if fair value
can be reasonably estimated during the allocation period.  Otherwise,
entities would typically account for the acquired contingencies in accordance
with SFAS No. 5, Accounting for
Contingencies.  The FSP will have the same effective date as
SFAS No. 141(R), and was therefore adopted January 1,
2009.  Adoption of this FSP did not have a material impact on the
Company results of operations, cash flows or financial position.
 
 In May
2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS
No. 165 is intended to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. This SFAS
requires the disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date. The disclosure requirement under
this SFAS is effective for the Company’s interim reporting period ended on
June 30, 2009.  The adoption of this FSP did not have an impact
on the Company’s results of operations, cash flows or financial
position.
 
 In June
2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No. 46(R). SFAS No. 167 changes how a company determines when an
entity that is insufficiently capitalized or is not controlled through voting
(or similar rights) should be consolidated.  The determination of
whether a company is required to consolidate an entity is based on, among other
things, an entity’s purpose and design and a company’s ability to direct the
activities of the entity that most significantly impact the entity’s economic
performance.  This SFAS is effective for the Company’s fiscal year
beginning on January 1, 2010.  The Company is currently evaluating the
impact of the implementation of SFAS No. 167 on its consolidated financial
position, results of operations and cash flows.
 
 In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162. SFAS No. 168 establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This SFAS is effective for the Company’s interim
reporting period ending on September 30, 2009.  This SFAS is not
expected to have a material impact on the Company’s consolidated financial
position, results of operations and cash flows.
  F-9





Item 2. Management's Discussion and Analysis of
Financial Condition or Results of Operations





Forward-looking
Information





This Form
10-Q quarterly report includes “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, or the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. All statements other than statements of historical facts, included
in this Form 10-Q that address activities, events, or developments that we
expect or anticipate will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), business
strategy and measures to implement strategy, competitive strength, goals,
expansion and growth of our business and operations, plans, references to future
success, reference to intentions as to future matters, and other such matters
are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," or "continue,"
or the negative of such terms or other comparable terminology. These statements
are only predictions. Actual events or results may differ materially. These
statements are based up on certain assumptions and analyses made by us in light
of our experience and our perception of historical trends, current conditions
and expected future developments as well as other factors that we believe are
appropriate in the circumstances. However, whether actual results and
developments will conform to our expectations and predictions is subject to a
number of risks, uncertainties, and other factors, many of which are beyond our
control.





Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements. Moreover, we do not assume responsibility for the accuracy and
completeness of such forward-looking statements. We are under no duty to update
any of the forward-looking statements after the date of this report to conform
such statements to actual results.





General





The
following discussion and analysis summarizes the results of operations of Genmed
Holding Corp. ("Genmed," the "Company," or "we"), formerly called Satellite
Newspapers Corp., for the six-month period ended June 30, 2009.





During
the six-month period ended June 30, 2009, the Company continued developing its
business, and entered into negotiations with distributors in Venezuela, Nigeria,
and Morocco to sell a number of products. The Company hopes that these
negotiations will finally result in sales orders, though the Company anticipates
that actual sales will take some time to develop due to the registration
requirements in such countries. The Company believes that the registration
process in such countries is less costly and less time consuming than the
registration process for countries within the European Union, and hopes to be
able to start selling its products in a reasonable time.





On April
17, 2008, the Company entered into a Stock Exchange Agreement (the “Stock
Exchange Agreement”) with Genmed BV resulting in Genmed BV becoming a wholly
owned subsidiary of the Company. Also on April 17, 2008, the Company entered
into a General Release and Settlement Agreement (the “General Release and
Settlement Agreement) and a consulting agreement with London Finance Group. See
Exhibits 10.1, 10.2, and 10.3 incorporated by reference hereto.





In April
2009, the parties to the Stock Exchange Agreement, the General Release and
Settlement Agreement and the consulting agreement described above, agreed and
formalized by written agreement, to the cancellation of all of the warrants
issued pursuant to such agreements, to the cancellation and re-issuing of
certain shares issued pursuant to such agreements, and agreed to the
cancellation of the consulting agreement with the London Finance Group,
including the cancellation of the shares and warrants that have been issued to
the London Finance Group as part of such consulting agreement. See Exhibit 10.4
hereto, Release and Settlement Agreement between the Company, Joost de Metz,
Willem Blijleven, E.R. Bouwens Beheermaatschappij B.V., Medical Network Holding
BV, Total Look, BV, London Finance Group, Ltd., Dojo Enterprises, LLC, Hyperion
Fund, L.P., The Palisades Capital, LLC 401(k) Profit Sharing Trust, The Morpheus
2005 Trust dated December 1, 2005, Burton Partners, LLC, Picasso, LLC, and
Glacier, LLC.





3


Risks





The
Company is currently in the development stage of its generic drug distribution
business and is attempting to develop and maintain relationships with generic
drug manufacturers, retail entities, and government regulatory authorities. If
the Company is unable to develop and maintain such relationships or unable to
secure and maintain contractual relationships with generic drug manufacturers,
retail entities, and government regulatory and licensing authorities the Company
may not be able to fulfill its business plan and would likely be unable to
continue its operations.





Similarly,
if the Company is unable to obtain regulatory licensing to distribute, market,
and sell its generic drugs, the Company would likely be unable to continue its
operations. The Company is seeking to distribute and sell its generic drugs
throughout Europe and in other countries. The Company will be subject to certain
regulatory requirements which may cause the Company to incur additional expenses
and resources maintaining compliance with such regulations, and may slow or stop
the Company’s ability to distribute and sell generic drugs.





The
distribution of pharmaceuticals and related healthcare solutions is highly
competitive. The Company competes with national wholesale distributors of
pharmaceuticals; regional and local distributors of pharmaceuticals; chain
drugstores that warehouse their own pharmaceuticals; specialty distributors; and
other healthcare providers. As a development stage Company, the Company is
competing against more experienced and more developed competitors with greater
resources, and established relationships, contracts, and products.





As shown in the accompanying financial
statementsand notes, the Company has incurred an
accumulated deficit of $54,628,745 andhas negative working capital of$1,538,648.The
Companyis reliant upon its
officers and directors for capital and intends toraisecapital throughequity markets to fund future operations and to generaterevenue through its
businessoperations. Failure to
raise adequate capital andtogenerate adequate sales revenues could
result in the Companybeing
unable to effectuate its business plan.  Additionally, even if the
Company does raise sufficient capital to support its operating expenses and
generate adequate revenues, there can be no assurance that suchrevenue will be sufficient to enable it
to develop business to a level where it willgenerate profits and cash
flowfrom operations. These
mattershaveraisedsubstantial doubt about the Company's
ability to continue as a
going concern.





Results of Operations


Comparison of the three
months ended June 30, 2009 and 2008
  Net
Sales. The
Company had $49,775 in net sales for the three months ended June 30, 2009
compared to no sales for the three months ended June 30 2008. Such net sales
primarily consisted of consulting services and did not include any sales of
generic drug products.
 Selling, General,
and Administrative expenses. Selling, general, and administrative
expenses decreased 46.8% to $165,458 during the three month period ended June
30, 2009 as compared to $353,455 for the comparable period in 2008. The decrease
was due primarily to the cancellation of the Consultancy Agreement with the
London Finance Group on or around April 11, 2009.
 Depreciation and
Amortization. The
Company incurred $364,873 in depreciation and amortization during the three
months ended June 30, 2009, compared to no such impairment during the three
months ended June 30, 2008.  Such new depreciation and amortization
expenses are primarily due to the depreciation on the Medical Registration
Rights, an asset that was acquired through the purchase of Genmed B.V., our
Dutch subsidiary.
 
 Impairment of
Goodwill.The
Company incurred no impairment of goodwill during the three months ended June
30, 2009, compared to $9,863,647 of impairment during three months ended June
30, 2008.
 
 Research and
Development.  The Company incurred
$7,826 in Research and Development expenses during the three months ended June
30, 2009, as compared to $24,607 in Research and Development expenses during the
three months ended June 30, 2008. Such decrease is due to the effect of the
development of the Company’s business of the sale and distribution of generic
drugs.
  Net Operating
Loss. As a result of the Company’s selling, general, and administrative
expenses, the Company incurred a net operating loss of $488,382 for the period
ended June 30, 2009, as compared with $10,241,709 for the period ended June 30,
2008.
 Gain on
Cancellation of Consulting Agreement. The Company incurred a gain
on the cancellation of its consulting agreement with the London Finance Group
during the three months ended June 30, 2009, of $285,000, compared to no such
gain in the three months ended June 30, 2008.
 Loss on Foreign
Exchange and Interest Expense. The Company incurred a loss on foreign
exchange in during the period ended June 30, 2009 of $5,806 compared to no loss
for the period ended June 30, 2008. The Company incurred interest expenses of
$16,495 during the three month period ended June 30, 2009, as compared to
$12,003 during the comparable period in 2008; an increase of 37.4%. The increase
in interest expense was due primarily to the interest bearing advances which the
Company received during 2008 and 2009 for operational expenses.
 
 Net Gain
(Loss). The Company incurred a net loss of $225,683 during the period
ended June 30, 2009, as compared with a net loss of $10,253,712 for the period
ended June 30, 2008. The decrease in net loss was due primarily to impairment of
the Goodwill in the second quarter of 2008.


4
 
 Comparison of the six months
ended June 30, 2009 and 2008
 Net
Sales. The
Company had $49,775 in net sales for the six months ended June 30, 2009 compared
to no sales for the six months ended June 30 2008. Such net sales primarily
consisted of consulting services and did not include any sales of generic drug
products.
 Selling, General,
and Administrative expenses. Selling, general, and administrative
expenses increased 13.3% to $479,816 during the six month period ended June 30,
2009 as compared to $423,321 for the comparable period in 2008.
 Depreciation and
Amortization. The
Company incurred $725,702 in depreciation and amortization during the six months
ended June 30, 2009, compared to no such impairment during the six months ended
June 30, 2008.  Such new depreciation and amortization expenses are
primarily due to the depreciation on the Medical Registration Rights, an asset
that was acquired through the purchase of Genmed B.V., our Dutch
subsidiary.
 
 Impairment of
Goodwill.The
Company incurred no impairment of goodwill during the six months ended June 30,
2009, compared to $9,863,647 of impairment during six months ended June 30,
2008.
 
 Research and
Development.  The Company incurred
$40,687 in Research and Development expenses during the six months ended June
30, 2009, as compared to $24,607 in Research and Development expenses during the
six months ended June 30, 2008. Such decrease is due to the effect of the
development of the Company’s business of the sale and distribution of generic
drugs.
  Net Operating
Loss. As a result of the Company’s selling, general, and administrative
expenses, the Company incurred a net operating loss of $1,196,430 for the six
month period ended June 30, 2009, as compared with $10,311,575 for the six month
period ended June 30, 2008.
 Gain on
Cancellation of Consulting Agreement. The Company incurred a gain
on the cancellation of its consulting agreement with the London Finance Group
during the six months ended June 30, 2009, of $285,000, compared to no such gain
in the six months ended June 30, 2008.
 Loss on Foreign
Exchange and Interest Expense. The Company incurred a loss on foreign
exchange in during the six month period ended June 30, 2009, of $12,227,
compared to no loss for the six month period ended June 30, 2008. The Company
incurred interest expenses of $33,177 during the six month period ended June 30,
2009, as compared to $23,644 during the comparable period in 2008; an increase
of 40.3%. The increase in interest expense was due primarily to the interest
bearing advances which the Company received during 2008 and 2009 for operational
expenses.
 
 Net Gain
(Loss). The Company incurred a net loss of $956,834 during the six month
period ended June 30, 2009, as compared with a net loss of $10,335,219 for the
six month period ended June 30, 2008. The decrease in net loss was due primarily
to impairment of the Goodwill in the second quarter of 2008.
 
 Liquidity
and Capital Resources
 
 At June
30, 2009, the Company had $13,187,280 of total net assets. Total assets
consisted of $2,480 in cash, $28,097 in accounts receivable, $2,546 in VAT
receivables, $18,053 in equipment, $14,600,000 in medical registration rights,
and less $1,463,896 of depreciation.
 
 The
Company's working capital deficit was $191,902 at June 30, 2008, compared to a
working capital equity of $1,538,648 at June 30, 2009.
 
 At June
30, 2009, the Company had acquired its wholly owned subsidiary Genmed BV and was
in the process of developing its business of the distribution and sale of
generic drugs. The Company had $49,775 in revenues during the three months ended
June 30, 2009 and had no revenues during the three months ended June 30,
2008.
 
 As of
June 30, 2009, the Company was primarily relying on its corporate officers,
directors, and outside investors for the funding needed for the implementation
of its business plan. The Company’s management is currently looking for the
capital needed to complete its corporate objectives. The Company cannot predict
the extent to which its liquidity and capital resources will be available prior
to execute its business plan or whether it will have sufficient capital to fund
typical operating expenses.
 
 If the
Company is unable to obtain financing from any of one of these aforementioned
sources, the Company would not be able to complete the financial requirements
regarding the development of its generic drug distribution business or to
continue as a going concern.





Item
3.  Quantitative and Qualitative Disclosures about Market
Risk





Smaller
reporting companies are not required to provide the information required by this
item.





Item
4.  Controls and Procedures





Disclosure
controls and procedures





As of the
end of the period covered by this quarterly report, the Company, through its
Chief Executive Officer and Chief Financial Officer carried out an evaluation of
the effectiveness of the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended). Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of the period covered
by this report, our disclosure controls and procedures were effective to enable
us to record, process, summarize and report information required to be included
in our reports that we file or submit under the Exchange Act within the time
periods required.





5


Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended) during the quarter ended June 30, 2009 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.





PART
II - OTHER INFORMATION




Item
1 Legal Proceedings





The
Company has been named as a defendant in a lawsuit filed in the Circuit Court of
the 11thJudicial Circuit
in Miami-Dade County, Florida, Case No. 08-79227CA25. The Company’s former Chief
Executive Officer, Jerri Palmer, has instigated the lawsuit against the Company
alleging Breach of Contract and Unjust Enrichment. Ms. Palmer is claiming
damages in excess of $15,000. Ms. Palmer was the Company’s Chief Executive
Officer from December 5, 2005, until her resignation on May 19, 2006. The
Company believes that Ms. Palmer’s claims are without merit and intends to
vigorously defend itself.





Item
2 Unregistered Sales of Equity Securities and Use of Proceeds





On or
around April 8, 2009, the parties to the Stock Exchange Agreement, the General
Release and Settlement Agreement, and the consulting agreement with London
Finance Group, agreed and formalized by written agreement, to the cancellation
of all of the warrants issued to such agreements, to the cancellation and
re-issuing of certain shares issued pursuant to such agreements, and agreed to
the cancellation of the consulting agreement with London Finance Group,
including the cancellation of the shares and warrants that were issued to London
Finance Group as part of such agreement. See Exhibit 10.4 hereto.





Pursuant
to the Release and Settlement Agreement of April 11, 2009, such shares of common
stock of the Company are now issued as follows:





Shareholder
            Common StockTotal
      Look B.V.
            62,678,826
            sharesDojo
      Enterprises, Ltd.
            1,120,107
            sharesHyperion
      Fund, L.P.
            1,760,428
            sharesDiane
      Breitman, as Trustee of The Morpheus 2005 Trust
            2,720,000
            sharesBurton
      Partners, LLC
            2,240,213
            sharesPicasso,
      LLC
            2,240,213
            sharesGlacier,
      LLC
            2,240,213
            sharesTOTAL
            75,000,000
            shares


Convertible
Note
  On June
30, 2009, the Company and two note holders agreed upon the consolidation of
their notes, including the unpaid interest, and to issue a new 100% Premium
Secured Convertible Promissory Note. The new note is issued for the amount of
$925,000 bears an annual interest rate of 8% and is convertible into shares of
the Company’s Common Stock at a share price of $0.04 per share. The Secured
Promissory Note is due on June 30, 2010. A beneficial conversion feature of
$462,500 was recognized as part of this conversion and is being amortized over
the year of the Secured Promissory Note. As such, the beneficial conversion
feature of $462,500 is included as a discount to the convertible debenture at
June 30, 2009. See
Exhibit 10.5, Premium Secured Convertible Note Agreement between the Company,
G.M.W. Hibma, and Total Look B.V., dated June 30, 2009, attached
hereto.


Item
3 Defaults Upon Senior Securities





N/A




Item
4 Submission of Matters to a Vote of Security Holders





N/A




Item
5 Other Information





See Part
II, Item 2 Unregistered Sales of Equity Securities and Use of Proceeds,
above.





6


Item
6 Exhibits





Exhibit    10.1
            Stock
      Exchange Agreement between the Company and Joost de Metz (“de Metz”),
      Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and Medical
      Network Holding BV dated April 17, 2008, incorporated herein by reference
      to Exhibit 9.2 to the Form 8-K current  report of the Company
      filed on May 2, 2008.





Exhibit    10.2
            General
      Release and Settlement Agreement, incorporated herein by reference to
      Exhibit 9.1 to the Form 8-K current report of the Company filed on May 2,
      2008.





Exhibit    10.3
              Consulting
      Agreement between the Company and London Finance Group,
      Ltd., incorporated
      herein by reference to Exhibit 9.1 to the Form 8-K current report of the
      Company filed on May 2, 2008.Exhibit    10.4
              Release
      and Settlement Agreement between the Company, Joost de Metz, Willem
      Blijleven,  E.R. Bouwens Beheermaatschappij B.V., Medical
      Network Holding BV, Total Look, BV, London Finance Group,
      Ltd.,  Dojo Enterprises, LLC,  Hyperion Fund,
      L.P.,  The Palisades Capital, LLC 401(k) Profit Sharing Trust,
      The Morpheus 2005 Trust dated December 1, 2005, Burton Partners, LLC,
      Picasso, LLC  and Glacier, LLC, incorporated herein by reference
      to Exhibit 10.2 to the Form 10-K annual report of the Company filed on May
      15, 2009.


Exhibit   
      10.5
              Premium
      Secured Convertible Note Agreement between the Company, G.M.W. Hibma, and
      Total Look B.V. dated June 30,
2009.


Exhibit    31.1
            Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





Exhibit    31.2
            Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





Exhibit    32
            Certification
      of the Chief Executive Officer pursuant to U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.








7


SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Dated:  August
      19, 2009
            Genmed
      Holding Corp.By: /s/ Randy
      HibmaRandy
      Hibma, Chief Financial Officer, Vice President, and
    Secretary


8