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 March 31, 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
 ̈





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  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈ (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    ̈





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 May 20, 2009.








GENMED
HOLDING CORP.





INDEX





PART
      IItem
      1
                Financial
      Statements
                F-1Item
      2
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                3Item
      3
                Quantitative
      and Qualitative Disclosures About Market Risk
                5Item
      4
                Controls
      and Procedures
                5PART
      IIItem
      1
                Legal
      Procedings
                5Item
      1A
                Risk
      FactorsItem
      2
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                6Item
      3
                Defaults
      Upon Senior Securities
                6Item
      4
                Submission
      of Matters to a Vote of Security Holders
                6Item
      5
                Other
      Information
                6Item
      6
                Exhibits
                6




2





PART I:
FINANCIAL INFORMATION





Item
1. Financial Statements


GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 CONSOLIDATED
BALANCE SHEETS
 
 March
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008(Unaudited)ASSETSCURRENT
      ASSETSCash
                    
                    $
                    3,216
                    
                    
                    $
                    1,764VAT
      receivable
                    
                    
                    10,744
                    
                    
                    
                    8,777Total
      Current Assets
                    
                    
                    13,960
                    
                    
                    
                    10,541EQUIPMENT,
      net accumulated depreciation of $5,023 and $2,206
                    
                    
                    14,156
                    
                    
                    
                    16,002MEDICAL
      REGISTRATION RIGHTS, net accumulated amortization of $1,101,000 and
      $736,000
                    
                    
                    13,504,000
                    
                    
                    
                    13,864,000Total
      Assets
                    
                    $
                    13,532,116
                    
                    
                    $
                    13,890,543LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                    
                    $
                    172,114
                    
                    
                    $
                    169,096Accrued
      salaries and related expenses
                    
                    
                    337,129
                    
                    
                    
                    331,420Accrued
      expenses
                    
                    
                    652,733
                    
                    
                    
                    516,074Loans
      payable to related parties
                    
                    
                    971,216
                    
                    
                    
                    848,416Total
      Current Liabilities
                    
                    
                    2,133,192
                    
                    
                    
                    1,865,006STOCKHOLDERS'
      EQUITYClass
      A Convertible Preferred Stock, par value $0.001; authorized 500,000,000
      shares; issued and outstanding- 0
                      at
      March 31, 2009 and December 31, 2008, respectively.
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, par value $0.001; authorized 500,000,000 shares; issued and
      outstanding- 125,611,739 shares at March 31, 2009 and December 31, 2008,
      respectively
                    
                    
                    125,612
                    
                    
                    
                    125,612Additional
      paid-in capital
                    
                    
                    65,665,066
                    
                    
                    
                    65,563,066Accumulated
      deficit
                    
                    
                    (54,403,062
                    )
                    
                    
                    (53,671,911
                    )Accumulated
      other comprehensive income
                    
                    
                    11,308
                    
                    
                    
                    8,770Total
      Stockholders' Equity
                    
                    
                    11,398,924
                    
                    
                    
                    12,025,537Total
      Liabilities and Stockholders'  Equity
                    
                    $
                    13,532,116
                    
                    
                    $
                    13,890,543
  See
accompanying notes to consolidated financial statements
  F-1
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENT OF OPERATIONS
 
 (UNAUDITED)
 
 For the Three Months EndedMarch 31,2009
                      
                      
                      2008COST
      AND EXPENSESSelling,
      general and administrative
                      
                      $
                      314,358
                      
                      
                      $
                      69,866Depreciation
      and amortization
                      
                      
                      360,829
                      
                      
                      
                      -Research
      & development
                      
                      
                      32,861
                      
                      
                      
                      -Total
      Costs and Expenses
                      
                      
                      708,048
                      
                      
                      
                      69,866NET
      OPERATING LOSS
                      
                      
                      (708,048
                      )
                      
                      
                      (69,866
                      )OTHER
      EXPENSELoss
      on foreign exchange
                      
                      
                      (6,421
                      )
                      
                      
                      (11,641
                      )Interest
      expense
                      
                      
                      (16,682
                      )
                      
                      
                      -Total
      Other Expenses
                      
                      
                      (23,103
                      )
                      
                      
                      (11,641
                      )NET
      LOSS
                      
                      $
                      (731,151
                      )
                      
                      $
                      (81,507
                      )NET
      LOSS PER COMMON SHARE (BASIC AND DILUTED)
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.38
                      )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                      
                      
                      125,611,739
                      
                      
                      
                      211,739
 
 See
accompanying notes to consolidated financial statements
  F-2
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 
 (UNAUDITED)
 
 For
      the three months endedMarch
      312009
                          
                          
                          2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                          
                          $
                          (731,151
                          )
                          
                          $
                          (81,507
                          )Adjustments
      to reconcile net income (loss) to cash flows used in operating
      activities:Depreciation
      and amortization
                          
                          
                          360,829
                          
                          
                          
                          -Stock
      Based Compensation
                          
                          
                          102,000
                          
                          
                          
                          -Changes
      in operating assets and liabilities:Accounts
      receivable
                          
                          
                          (1,967
                          )
                          
                          
                          -Accounts
      payable
                          
                          
                          3,018
                          
                          
                          
                          1,015Accrued
      salaries and related expenses
                          
                          
                          5,709
                          
                          
                          
                          50,641Accrued
      expenses
                          
                          
                          136,659
                          
                          
                          
                          11,640Net
      Cash Used in Operating Activities
                          
                          
                          (124,903
                          )
                          
                          
                          (18,211
                          )CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from notes payable to related parties
                          
                          
                          122,800
                          
                          
                          
                          18,178Net
      Cash Provided by Investing Activities
                          
                          
                          122,800
                          
                          
                          
                          18,178EFFECT
      OF EXCHANGE RATE
                          
                          
                          3,555
                          
                          
                          
                          -INCREASE
      (DECREASE) IN CASH
                          
                          
                          1,452
                          
                          
                          
                          (33
                          )CASH,
      BEGINNING OF PERIOD
                          
                          
                          1,764
                          
                          
                          
                          976CASH,
      END OF PERIOD
                          
                          $
                          3,216
                          
                          
                          $
                          943SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONNon
      cash activitiesConversion
      of related party debt to preferred stock
                          
                          
                          -
                          
                          
                          
                          600,000
 
 See
accompanying notes to consolidated financial statements
  F-3


GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH
31, 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 months ended March 31, 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 $54,403,062 and has negative working capital of
$2,119,232.  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-4
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH
31, 2009
 
 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
  F-5
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH
31, 2009
 
 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
 
 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.
  F-6
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH
31, 2009
 
 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 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.
  F-7





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 three-month period ended March 31, 2009.





During
the three-month period ended March 31, 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.





Subsequent
to March 31, 2009, 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 statements, the Company has incurred an
accumulated deficit of $54,403,062 and has negative working capital of $2,199,232





Results
of Operations





Comparison of the three
months ended March 31, 2009 and 2008





Selling, General,
and Administrative expenses. Selling, general, and administrative
expenses increased 449% to $314,358 during the three month period ended March
31, 2009 as compared to $69,866 for the comparable period in 2008. Such increase
is due primarily to the continuing efforts of the Company in developing its
business.





Depreciation and
Amortization.The
Company incurred $360,829 in depreciation and amortization during the three
month period ended March 31, 2009, compared to no such impairment during the
three month period ended March 31, 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.





Research and
Development.The
Company incurred $32,861 in research and development expenses during the three
month period ended March 31, 2009, as compared to no such comparable expenses
during the three month period ended March 31, 2008. Such increase 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 $708,048 for the period
ended March 31, 2009, as compared with $69,866 for the period ended March 31,
2008.





Loss on Foreign
Exchange and Interest Expense. The Company incurred a loss on foreign
exchange of $6,421 during the period ended March 31, 2009, compared to a loss on
foreign exchange of $11,641 during the period ended March 31, 2008. The Company
incurred interest expenses of $16,682 during the period ended March 31, 2009, as
compared to no such interest expense during the comparable period in
2008.





Net Gain
(Loss). The Company incurred a net loss of $731,151 during the period
ended March 31, 2009, as compared with a net loss of $81,507 for the period
ended March 31, 2008. The increase in net loss was due primarily to the
Company’s increased expenses, new depreciation and amortization and research and
development expenses.


4





Liquidity
and Capital Resources





At March
31, 2009, the Company had $13,532,116 of total net assets. Total assets
consisted of $3,216 in cash, $10,744 in VAT receivables, $14,156 in equipment
(net with accumulated depreciation of $5,023), and $13,504,000 in medical
registration rights (net with accumulated amortization of
$1,101,000).





The
Company's stockholders’ equity was $12,025,537 at December 31, 2008, compared to
a stockholders’ equity of $11,398,924 at March 31, 2009.





As of
March 31, 2009, the Company was 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.





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 March 31, 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 11th
Judicial 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. The Company has
alleged counter claims against Ms. Palmer for breach of contract and breach of
fiduciary duty.


5




Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





Subsequent
to March 31, 2009, in April 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





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.





Item
6. Exhibits





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





Exhibit  
      10.2
            General
      Release and Settlement Agreement, incorporated herein by reference to
      Exhibit 9.1to 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.,incorporatedherein by reference to Exhibit 9.1 to the Form 8-K
      current report of the Company filed on May2,
  2008.





Exhibit  
      10.4
            Release
      and Settlement Agreement between the Company, Joost de Metz ,
      WillemBlijleven,  E.R. Bouwens Beheermaatschappij B.V., 
      Medical Network Holding BV , TotalLook, 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.


6





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:  May
      20, 2009
              Genmed
      Holding Corp.By: /s/ Randy
      HibmaRandy
      Hibma, Chief Financial Officer, Vice President,
                and
      Secretary




8