UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934





For The Fiscal Year Ended December 31, 2012


Commission file number 000-27279













GENMED HOLDING CORP.


(Exact name of registrant as specified in its charter)





Nevada

88-0390828(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer Identification No.)Rontgenlaan 37, 2719 DX Zoetermeer, The Netherlands

2719DX(Address of principal executive offices)

(Zip Code)Registrant's telephone number including area code 011-31-793-630-129Securities registered pursuant to Section 12(b) of the Exchange Act:  NoneTitle of each class

Name of each exchange on which registeredSecurities registered pursuant to Section 12(g) of the Act:  Common Stock $0.001 par value




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act


[  ] Yes                      [X] No
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 [  ] Yes                      [X] No
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [   ]
 
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [  ]   No [X]
 
 1
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
 Yes [X]   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 Act). Yes [  ]  No  [X]
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $2,045,000.
 
 APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
 
 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  [  ]  No  [  ]
 
 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
 
 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 294,875,387 shares outstanding as of April 16, 2013
 
 DOCUMENTS INCORPORATED BY REFERENCE
 None
 
 2
 GENMED HOLDING CORP.
 
 FORM 10-K
 
 TABLE OF CONTENTS
 
 Item #

Description

Page NumbersPART I

4ITEM 1

BUSINESS

4ITEM 1A

RISK FACTORS

6ITEM 1B

UNRESOLVED STAFF COMMENTS

6ITEM 2

PROPERTIES

6ITEM 3

LEGAL PROCEEDINGS

6ITEM 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

7PART II

7ITEM 5

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

7ITEM 6

SELECTED FINANCIAL DATA

9ITEM 7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

9ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

11ITEM 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

12ITEM 9

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

27ITEM 9A

CONTROLS AND PROCEDURES

27PART III

28ITEM 10

DIRECTORS, EXECUTIVE OFFICERS, CORPORATE GOVERNANCE

28ITEM 11

EXECUTIVE COMPENSATION

29ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  AND RELATED STOCKHOLDER MATTERS

29ITEM 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

30ITEM 14

PRINCIPAL ACCOUNTANTS FEES AND SERVICES

32PART IV

33ITEM 15

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

33SIGNATURES

34EXHIBIT31.1

SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICEREXHIBIT31.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICEREXHIBIT 32.1

SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICEREXHIBIT 32.2

SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER
 
 3





PART I





ITEM 1.          BUSINESS





FORWARD-LOOKING STATEMENTS; This annual report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. In addition, Genmed Holding Corp., (formerly Satellite Newspapers Corp.) (the “Company”), may from time to time make oral forward-looking statements. Actual results are uncertain and may be impacted by many factors. In particular, certain risks and uncertainties that may impact the accuracy of the forward-looking statements with respect to revenues, expenses and operating results include without imitation; cycles of customer orders, general economic and competitive conditions and changing customer trends, technological advances and the number and timing of new product introductions, shipments of products and components from foreign suppliers, and changes in the mix of products ordered by customers. As a result, the actual results may differ materially from those projected in the forward-looking statements.





Because of these and other factors that may affect the Company’s operating results, past financial performance should not be considered an indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.





Summary





The Company is actively seeking to develop its business of the sale and distribution of generic drugs through its wholly owned subsidiary Genmed B.V.





Previous Operations – General





Genmed Holding Corp. was originally formed as Beck & Co., Inc., a Nevada corporation on April 14, 1998, to operate as a specialty retailer of fine jewelry.  Subsequent to its formation, the Company engaged in several acquisitions, name changes, and changes in the Company’s operations.  From July 29, 2000 until August 27, 2002, the Company developed fuel cell technologies for commercial and industrial use as GreenVolt Corp., an Ontario, Canada corporation.  On August 27, 2002, Satellite Holdings, Ltd., a corporation organized under the laws of Turks & Caicos, acquired a majority of the issued and outstanding common stock of the Company, and on August 28, 2002, the Company changed its name to Satellite Enterprises Corp.





On June 20, 2003, the Company entered into a Rights Agreement with Satellite Newspapers Worldwide NV, a corporation organized under the laws of The Netherlands (hereinafter, “Satellite Newspapers”) whereby the Company was the exclusive distributor to promote the sale and/or lease of Satellite Newspapers’ newspaper kiosks and the associated content distribution technology for which Satellite Newspapers had developed the technology and owned the patents.  In October 2003, Satellite Newspapers sold its patents, software and trademarks to Media Finance en Suisse Holding GmbH, a Swiss corporation (hereinafter, “Media Finance”). Thereafter, Media Finance set up an operating subsidiary, Satellite Newspapers Suisse GmbH, a Swiss corporation (hereinafter, “Satellite Swiss”). Media Finance granted Satellite Swiss a twenty-year exclusive license to distribute all satellite derived contents for the purpose of commercializing their product under a revenue sharing arrangement and on November 26, 2003, the Company entered into a Stock Purchase Option Agreement with Media Finance for the purchase of 100% of Satellite Swiss. On February 15, 2004, the Company exercised its option and acquired 100% of Satellite Swiss. Satellite Swiss consisted of two subsidiaries, Satellite Newspapers Content BV, a Dutch corporation, and Satellite Newspapers Trading BV, a Dutch corporation, which had the production rights to produce and sell the kiosks.





In June 2005, Swiss Satellite incorporated two new Swiss subsidiary entities. Satellite Newspapers Content GmbH and Satellite Newspapers Trading GmbH. Except for the Development and Network Management, the Swiss Companies took over all activities from the Dutch Companies. On November 30, 2005, the Company changed its name from Satellite Enterprises Corp. to Satellite Newspapers Corp. and the Company’s quotation symbol on the OTC Bulletin Board changed from SENR to SNWP.





On October 1, 2006, Satellite Newspapers Suisse GmbH, Satellite Newspapers Content GmbH, Satellite Newspapers Trading GmbH, the Swiss operating company’s of Satellite, ceased operations. Such companies were unable to fund their ongoing operations and cover their expenses. From October 1, 2006 to April 17, 2008, the Company has had no operations and generated no revenue. On January 23, 2007, Satellite Newspapers Suisse GmbH, Satellite Newspapers Content GmbH, and Satellite Newspapers Trading GmbH were declared bankrupt by the court in Zug, Switzerland.





4


On October 22, 2007, the Company's board of directors and majority of its shareholders approved by means of a written resolution to effect a 2000-to-1 reverse stock split of the Company's issued and outstanding common stock, par value $.001 per share, pursuant to which each two thousand (2000) shares of the Company’s issued and outstanding Common Stock would be combined and consolidated into one share of common stock and to authorize 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 500,000,000 shares of preferred stock. On January 28, 2008, the reverse stock split of the Company became effective.





On December 12, 2007, the Company's board of directors and majority of its shareholders approved a 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 on December 12, 2007.





On April 17, 2008, the Company acquired, by a Stock Exchange Agreement, GenMed B.V. (“Genmed B.V.”), a company organized in The Netherlands, which is engaged in the production and distribution of generic drugs.  Genmed B.V. maintains a network of manufacturing and distribution relationships in The Netherlands, Belgium, Luxembourg, United Kingdon, Ireland, Germany and France as well as some other countries located outside the European Union to supply low cost generic drugs to retail chains. Genmed B.V. currently is seeking contracts with retail chains and government agencies and multi-national corporations in the previous mentioned countries and is currently also in the process of obtaining registrations for its product in Spain, Poland, Czech Republic, Slovakia and the Baltic States.





Genmed is currently seeking to develop its business of the sale and distribution of generic drugs through its wholly owned subsidiary Genmed B.V.





Governmental Regulation





The Company is, and will continue to be, subject to several and varying governmental regulations. In general, as a generic drug seller and distributor, the Company  is subject it to environmental, public health and safety, land use, trade and other governmental regulations, and national, state, or local taxation or tariffs.  The Company’s management will endeavor to ascertain and comply with all applicable to the business of the Company. However, it may not be possible to predict with any degree of accuracy all applicable regulations or the impact of government regulation, and, compliance with such regulation will require certain efforts and resources of the Company.





Employees





Besides its officers, the Company presently employs one employee, who is solely responsible for the sales and marketing of the Company’s product(s) within the European Union. Management of the Company expects to use consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage any other full-time employees until absolutely necessary for the operations of the Company. The need for employees and their availability will be addressed in connection with the scope and requirements of the operations of the Company.





Risk Factors





Financial position of the Company, working capital deficit; report of independent registered public accounting firm.During the fiscal year 2012, the Company successfully filed several variations to its current product in 7 EU member states. Filing of these variations were necessary in order for the Company to expand its current registrations to 7 additional EU member states. During fourth quarter of 2012, after the approval of the variations, the Company has started two registration processes to expand its current registration for Paracetamol, to 7 additional EU member states, among them are Spain, Czech Republic, Poland, Slovakia and the Baltic States. The Company is facing delays in both registration processes, but expects to have one of these processes to be completed during the second quarter of 2013. Due to the fact that the Company was obliged to file for the variations with the appropriate authorities and the delay in the registration processes, the Company was not able to generate revenues, through the sales of Paracetamol, during the fiscal year ended December 31, 2012.
 The Company, which is to be considered as a startup Company in this business, is currently developing its business of the sale and distribution of generic drugs and strives to start generating revenues through the sales of generic drugs in 2013. The Company makes no assurances that the Company will generate sufficient revenues through its operations and be able to continue as a going concern.


5


The independent registered public accounting firm's report on the Company’s financial statements for the year ended December 31, 2012, contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.  See “Item 8. Financial Statements and Supplementary Data,” herein.





Risks of Leverage.The Company has, and likely will continue to, incur substantial borrowings, notes, debentures, and/or other Company debt for the purpose of developing Company operations and for financing the expansion and growth of the Company, including the possible acquisition of other companies.  Any amounts borrowed will depend among other things, on the condition of financial markets.  Acquisitions of equipment, vehicles, or other companies purchased on a leveraged basis generally can be expected to be profitable only if they generate, at a minimum, sufficient cash revenues to pay interest on, and to amortize, the related debt, to cover operating expenses and to recover the equity investment.  The use of leverage, under certain circumstances, may provide a higher return to the shareholders but will cause the risk of loss to the shareholders to be greater than if the Company did not borrow, because fixed payment obligations must be met on certain specified dates regardless of the amount of revenues derived by the Company.  If debt service payments are not made when due, the Company may sustain the loss of its equity investment in the assets securing the debt as a result of foreclosure by the secured lender.  Interest payable on Company borrowings, if any, may vary with the movement of the interest rates charged by banks to their prime commercial customers.  An increase in borrowing costs due to a rise in the “prime” or “base” rates may reduce the amount of Company income and cash availability for dividends.





Competition. Genmed hopes to provide the European countries with generic drugs at lower prices than other suppliers. To do this, the Company intends to make agreements with manufacturers outside the EU who produce drugs that meet EU and FDA standards. Such manufacturers are able to offer a complete assortment of drugs, and their factory sales prices are considerably lower than those of the generics that are being sold in the EU at this moment. Because of this,  Genmed hopes to have a strong price advantage over its competitors.





We expect to conduct our business with a low overhead, lower than that of the other companies in this market. This is possible because Genmed will execute its affairs as much as possible as an agency in order to keep its costs low. The main activity of the agency is to provide the registration requirements and quality control. Our buyers will take care of the logistics, storage and marketing. Genmed will take a fee for the registration ownership of the drugs and a commission on the delivered goods. In the many pharmaceutical markets, this is a unique business model.





ITEM 1A.          RISK FACTORS





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





ITEM 1B.           UNRESOLVED STAFF COMMENTS





None.





ITEM 2.          PROPERTIES





Currently, we lease our office space at Röntgenlaan37, 2719 DX Zoetermeer, The Netherlands; our telephone number is 011-31-793-630-129.





ITEM 3.          LEGAL PROCEEDINGS





From time to time, the Company may be a party to litigation or other legal proceedings that we consider to be part of the ordinary course of our business.





6


ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





During the year ended December 31, 2012, the Company had no submission of matters to a vote of security holders.





PART II





ITEM 5.          MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Information





Our common stock is quoted on the OTC Electronic Bulletin Board under trading symbol “GENM.”  For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.





HIGH


LOWFISCAL YEAR ENDED DECEMBER 31, 2011First Quarter

$
0.52


$
0.12Second Quarter

$
0.18


$
0.06Third Quarter

$
0.08


$
0.03Fourth Quarter

$
0.05


$
0.02FISCAL YEAR ENDED DECEMBER 31, 2012First Quarter

$
0.04


$
0.02Second Quarter

$
0.025


$
0.012Third Quarter

$
0.02


$
0.007Fourth Quarter

$
0.02


$
0.002FISCAL YEAR ENDING DECEMBER 31, 2013First Quarter

$
0.02


$
0.00








As of April 16, 2013, there were 294,875,387 shares of common stock of the Company issued and outstanding. The closing price for the Company's Common Stock on April 16, 2013, was $0.01 per share.





Dividends





It has been the policy of the Company to retain earnings, if any, to finance the development and growth of its business.





7




Notes





In August 2010, the Company requested the related note holders and its officers to subordinate the loans and unpaid interest as well as unpaid fees and salaries receivable from the Company to all bonds (see Note F) that have been issued and will be issued for the term of such bonds. At August 25, 2010, the Company and the related note holders as well as the officers of the Company entered into various subordination agreements, subordinating a total amount of approximately $960,000. The new notes bear an annual interest of 7.8%, payable each calendar quarter and include an option to convert the subordinated amounts into shares of Common Stock of the Company at a fixed conversion price of $0.04 per share.  A beneficial conversion feature of approximately $960,000 was recorded as part of this conversion and is being amortized as interest expense over the term of the bonds, which is four years.
 
 On December 8, 2010, two subordinated note holders sold their note and other amounts receivable from the Company including the unpaid interest to an unrelated party. The Company issued a new 10% Secured Convertible Debenture with the new party.  The new note is issued for the amount of $855,960, bears an annual interest rate of 10% and is convertible into shares of the Company’s Common Stock equal to the lesser of (i) $0.02 per share, or (ii) if the shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, 50% of the lowest “Bid”price on the date of conversion. The debenture is subordinated to all outstanding Bond Agreements of the Company as the debt originated from the conversion of subordinated debt agreements. A beneficial conversion feature of approximately $149,000, after adjusting for the unamortized amount of $706,875 which remained on the August 25, 2010 subordinated debt, was recorded as part of this conversion. The discount is being amortized over the term of the bonds, which is four years. The 10% Secured Convertible Debenture is secured by a grant of first priority security interest in all of the assets of the Company.
 
 On December 8, 2010, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note, including the unpaid interest and any other amount owed to him, and to issue a new 10% Secured Convertible Debenture. The new note is issued for the amount of $132,914, bears an annual interest rate of 10% and is convertible into shares of the Company’s Common Stock equal to the lesser of (i) $0.02 per share, or (ii) if the shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, 50% of the lowest “Bid”price on the date of conversion. The debenture is subordinated to all outstanding Bond Agreements of the Company as the debt originated from the conversion of subordinated debt agreements. A beneficial conversion feature of approximately $39,000, after adjusting for the unamortized amount of $93,750 which remained on the August 25, 2010 subordinated debt, was recorded as part of this conversion. The discount is being amortized over the term of the bonds, which is four years. The 10% Secured Convertible Debenture is secured by a grant of first priority security interest in all of the assets of the Company.
 
 On June 10, 2011, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note into shares of the Company’s Common Stock. An amount of $70,757 was converted at $0.04 per share into 1,768,928 shares of the Company’s Common Stock.
 
 On December 14, 2011, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note and the unpaid interest on the note into shares of the Company’s Common Stock. An amount of $39,645 was converted at $0.04 per share into 991,121 shares of the Company’s Common Stock.
 
 On December 14, 2011, the Company and the holder of the 10% Secured Convertible Note agreed upon the conversion of the note and the unpaid interest into shares of the Company’s Common Stock. An amount of $137,328 was converted at $0.01 per share into 13,732,787 shares of the Company’s Common Stock.
 
 On December 14, 2011, the Company and the holder of the 10% Secured Convertible Note agreed upon the conversion of the note into shares of the Company’s Common Stock. An amount of $855,960 was converted at $0.01 per share into 85,595,977 shares of the Company’s Common Stock.
 
 Amortization of the discounts amounted to $1,066,198 and $424,908 during the years ended December 31, 2011 and 2010, respectively.
 
 Following the conversions of the loans and notes into shares of the Company’s Common Stock on December 14, 2011, there are no longer subordinated convertible debentures to related parties of the Company as per December 31, 2011.
 
 The Company has received other loans from individuals related to the Company at various times for working capital and to fund required operating expenses. These advances are unsecured and are free from  interest. The amounts outstanding at December 31, 2012 and December 31, 2011 aggregate $39,657 and $38,850, respectively.
 
 On December 31, 2012, the Company has received a loan in the amount of EUR 40,000 ($52,876) from an individual related to the Company to fund required operating expenses. This loan is unsecured, interest free and due on demand.


8





Notes (Bonds)





During the third and fourth quarters of 2010, as part of the implementation of its business plan, the Company issued approximately €866,000 ($1,147,500) in bonds. During the year ended December 31,2011 and 2012, the Company issued an additional  €1,072,000 (approximately $1,496,391) and €65,000 (approximately $85,986) in bonds, respectively. In connection with the financing, the Company paid approximately a total of $105,864 in financing fees.  These fees were deferred and will be amortized over the term of the related notes. During 2012, $26,337 of these fees had been amortized resulting in a balance of $62,253 as of December 31, 2012. The bonds have a term of 48 months and, depending on the participated amount, bear an annual interest rate of 7.4% or 7,8%. The Bonds are recallable, after 10, 22 or 34 months, with a notice of two months and with a penalty of 10% of the value of the bond, up to a yearly maximum of 5% of the total funds received through the issuances of such bonds. Buyback requests will be handled in order of entries.
 
 During the first and second quarter of 2011, the Company has also entered into addendum agreements with some of the bondholders for a conversion feature, whereby the bondholder has the right to convert the bond, or a portion of it, during the term of the bond into shares of the Company’s common stock at prices ranging between $0.13 and $0.50 per share. Holders of approximately $1,989,950 of bonds may convert the bonds into 12,450,282 shares of common stock.
 
 In July of 2012, the Company granted a request from a Bond Holder to buy back his bond. The Company paid the full amount of the bond, €20,000 (approximately $26,400), less administration fees.


ITEM 6.          SELECTED FINANCIAL DATA





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








ITEM 7.          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS





When used in this report on Form 10-K, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the headings "Item 1. Business," and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.





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.





The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, are based on certain assumptions and expectations which may or may not be valid or actually occur, and which involve various risks and uncertainties, including but not limited to the risks set forth above. In addition, sales and other revenues may not commence and/or continue as anticipated due to delays or otherwise. As a result, the Company’s actual results for future periods could differ materially from those anticipated or projected.





9


Overview





On December 12, 2007, the Company's board of directors and majority of its shareholders approved a 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 on December 12, 2007.





On April 17, 2008, the Company acquired, by a Stock Exchange Agreement, GenMed B.V. (“Genmed B.V.”), a company organized in The Netherlands, which is engaged in the production and distribution of generic drugs.  Genmed B.V. maintains a network of manufacturing and distribution relationships in The Netherlands, Belgium, Luxembourg, United Kingdon, Ireland, Germany and France as well as some other countries located outside the European Union, to supply low cost generic drugs to retail chains.  Genmed B.V.’s most popular product is Paracetamol (acetaminophen), a generic form of Tylenol. Genmed B.V. currently is seeking contracts with retail chains and government agencies and multi-national corporations in the previous mentioned countries and is currently also in the process of obtaining registrations for its product in Spain, Poland, Czech Republic, Slovakia and the Baltic States.





Genmed is currently seeking to develop its business of the registration, sale and distribution of generic drugs through its wholly owned subsidiary Genmed B.V.





Results of Operations


Comparison of the Years Ended December 31, 2012 and 2011
 
 Revenues.During the fiscal year ended December 31, 2012, the Company had minimal sales compared to no sales during the fiscal year ended December 31, 2011. This is because the Company had to submit additional variations to its current product registration and sales licenses in order to be allowed to start with marketing of its product. Currently the Company is expanding its current product registration to 7 additional EU countries and awaiting the grant of the Marketing Authorization for these countries from the local Authorities.
 
 Selling, General, and Administrative Expenses.The Company incurred selling, general, and administrative expenses of $1,108,512 during the fiscal year ended December 31, 2012 compared to $2,197,461 during the fiscal year ended December 31, 2011. Such decrease was due primarily to the fact that it has temporarily ceased the issuances of interest bearing bonds and as such incurred less in consulting expenses. During the year ended December 2011, the Company paid $850,000 dollars of such consulting expenses through the issuance of new shares of the Company’s Common Stock, while it did not have such expenses for the year ended December 31, 2012
 
 Depreciation and Amortization. The Company incurred $3,359 in depreciation and amortization during the fiscal year ended December 31, 2012, compared to $3,576 in depreciation and amortization during the fiscal year ended December 31, 2011.
 
 Research and Development. The Company incurred $108,680 in research and development expenses during the fiscal year ended December 31, 2012, compared to $92,671 in such expenses during the fiscal year ended December 31, 2011. Such increase is due to the effect that the Company, since it was granted multiple Marketing Authorizations for its product, is obligated to hire a Contract Safety Surveillance Organization that monitors the ever-changing landscape of regulatory requirements, compliance and patient safety.
 
 Operating Losses.As a result, the Company incurred a net operating loss of $1,219,672 during the fiscal year ended December 31, 2012 compared to a net operating loss of $2,293,708 during the fiscal year ended December 31, 2011.


10
 
  Other Income (Expenses). The Company incurred, an income on foreign exchange of $14,353, incurred interest expenses of ($198,029), amortized deferred financing costs $(26,337) in the aggregate amount of ($210,013) during the fiscal year ended 2012, compared to an income on foreign exchange of $27,481, interest expenses of ($264,268), amortized debt discount $(2,419,306),  amortized deferred financing costs $(18,181) and a loss on derivative $(473,981) in the aggregate amount of ($3,148,155) during the fiscal year ended December 31, 2011.
 
 Net Loss.  The Company incurred a net loss of $1,429,685 during the fiscal year ended December 31, 2012, compared to a net loss of $5,441,863 during its fiscal year ended December 31, 2011.
 
 
 
 Liquidity and Capital Resources
 
 At December 31, 2012, we had a negative working capital of $530,091.
 
 Cash Flows
 
 Net cash used in operating activities was ($993,116) for the year ended December 31, 2012 and ($1,223,327) for the year ended December 31, 2011.
 
 Net cash provided by financing activities was $110,250 and $1,284,358 for the year ended December 31, 2012 and 2011, respectively. The net cash provided by financing activities for the year ended December 31, 2011 consisted primarily of proceeds from the issuance of bonds payable.
 
 Our auditors have raised, in their current audit report, a substantial doubt about our ability to continue as a going concern. We will be unable to continue as a going concern in the event we are not able to raise capital and are successful in seeking a business acquisition. Until such time as sufficient capital is raised, we intend to limit expenditures for capital assets and other expense categories.
 
 The Company must currently rely on corporate officers, directors and outside investors in order to meet its budget. If the Company is unable to obtain financing from any of one of these aforementioned sources, the Company would not be able to complete its financial obligations. Limited commitments to provide additional funds have been made by management and other shareholders. We cannot provide any assurance that any additional funds will be made available on acceptable terms or at all.


Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on us.








ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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





11





ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




CONTENTS
 ______________________________________________________________________________________________
 
 Report of Independent Registered Public Accounting Firm - MaloneBailey, LLP
Page    F-1




Balance Sheets
F-2





Statements of Operations
F-3





Statements of Cash Flows
F-4





Statements of Changes in Stockholders’ Equity
F-6





Notes to Financial Statements
F-7





12





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors
 Genmed Holding Corp.
 Zoetermeer,The Netherlands
 
 We have audited the accompanying consolidated balance sheets of Genmed Holding Corp. and its subsidiary (collectively, the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the accompanying consolidated financial statements of Genmed Holding Corp. and its subsidiary present fairly, in all material respects, their consolidated financial position as of December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
 
 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A, the Company has incurred a series of net losses resulting in negative cash flow from operations during the year ended December 31, 2012. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note A. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 /s/ MaloneBailey, LLP
 MaloneBailey, LLP
 Houston, Texas
 
 April 16, 2013




13




GENMED HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDecember 31,


December 31,2012


2011ASSETSCURRENT ASSETSCash

$
14,386


$
904,489VAT receivable


8,734



8,082Deferred financing costs, Net


28,653



28,653Prepaid Expenses


17,350



29,171Total Current Assets


69,123



970,395EQUIPMENT, net accumulated depreciation of $15,627 and $11,926at December 31, 2012 and December 31, 2011, respectively


2,258



4,715Deferred financing costs, net


33,600



62,253Total Assets

$
104,981


$
1,037,363LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable

$
184,817


$
89,297Accrued salaries


10,481



5,224Accrued expenses


307,734



7,770Accrued expenses - related parties


3,649



3,575Loans payable to related parties


92,533



38,850Total Current Liabilities


599,214



144,716LONG TERM LIABILITIESBonds payable, net of discount of $0 and $179,337 at December 31, 2012 and December 31, 2011, respectively


2,607,275



2,508,865Total Long Term Liabilities


2,607,275



2,508,865Total Liabilities


3,206,489



2,653,581COMMITMENTS AND CONTINGENCIES


-



-STOCKHOLDERS' EQUITY (DEFICIT)Class A Convertible Preferred Stock, par value $0.001; authorized500,000,000 shares; there were no shares issued and outstanding atDecember 31, 2012 and December 31, 2011, respectively.


-



-Common stock, par value $0.001; authorized 500,000,000 shares;issued and outstanding- 294,875,387 shares atDecember 31, 2012 and December 31, 2011, respectively


294,874



294,874Additional paid-in capital


73,425,940



73,425,940Accumulated deficit


(76,867,306
)


(75,437,616
)Accumulated other comprehensive income (loss)


44,984



100,584Total Stockholders' Equity (Deficit)


(3,101,508
)


(1,616,218
)Total Liabilities and Stockholders'  Equity (Deficit)

$
104,981


$
1,037,363See accompanying notes to consolidated financial statements




F 3


14




GENMED HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF OPERATIONS AND OTHER COMPREHENSIVE LOSSFor the Years EndedDecember 31,2012


2011NET SALES

$
879


$
-COST AND EXPENSES:Selling, general and administrative


1,108,512



2,197,461Depreciation and amortization


3,359



3,576Research & development


108,680



92,671Total Costs and Expenses


1,220,551



2,293,708NET OPERATING LOSS


(1,219,672
)


(2,293,708
)OTHER INCOME (EXPENSE)Income (loss) on foreign exchange


14,353



27,481Interest expense


(198,029
)


(264,168
)Amortization - debt discount


-



(2,419,306
)Amortization - deferred financing costs


(26,337
)


(18,181
)Loss on derivative


-



(473,981
)Total Other Income (Expense)


(210,018
)


(3,148,155
)NET LOSS


(1,429,690
)


(5,441,863
)COMPREHENSIVE INCOME, NET OF TAXOther comprehensive income (loss)Foreign currency translation adjustments


(55,600
)


72,486Comprehensive loss


(1,485,290
)


(5,369,377
)NET LOSS PER COMMON SHARE(BASIC AND DILUTED)

$
(0.00
)

$
(0.03
)WEIGHTED AVERAGE COMMONSHARES OUTSTANDING


294,875,387



169,108,859See accompanying notes to consolidated financial statements




F 4





15




GENMED HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CASH FLOWSFor the Years EndedDecember 31,2012


2011CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(1,429,690
)

$
(5,441,863
)Adjustments to reconcile net loss to cash flows used in operating activities:Depreciation and amortization


3,359



3,576Amortization of deferred financing costs


26,337



18,181Loss on settlement of accounts payable


-



207,421Loss on derivative liability


-



473,981Amortization of debt discount - bonds


-



1,353,108Amortization of debt discount - convertible debt


-



1,066,198Stock-based compensation


-



870,040Changes in operating assets and liabilities:VAT receivable


(652
)


23,807Amount due from related party


-



298,170Prepaid expenses


11,821



(3,255
)Accounts payable


95,520



(85,811
)Accrued salaries


10,481



-Accrued expenses


9,726



4,456Accrued expenses - related parties


280,395



(11,336
)Net Cash Used in Operating Activities


(992,703
)


(1,223,327
)CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on bond


85,986



1,471,767Payments on bonds


(26,400
)


-Payments of financing fees


(2,212
)


(109,087
)Advances from notes payable to related parties


52,876



-Payments on loans payable to related parties


-



(78,322
)Net Cash Provided by Financing Activities


110,250



1,284,358EFFECT OF CHANGE IN EXCHANGE RATE


(7,650
)


(25,313
)INCREASE (DECREASE) IN CASH


(890,103
)


35,718CASH, BEGINNING OF PERIOD


904,489



868,770CASH, END OF PERIOD

$
14,386


$
904,488SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCASH PAID FOR:Interest

$
198,029


$
289,957Taxes

$
-


$
-NON-CASH INVESTING AND FINANCING TRANSACTIONS:Conversion of convertible debentures into common stock

$
-


$
1,103,690Conversion of accrued interest into common stock

$
-


$
38,000Settlement of derivative liabilities through conversion of related notes payable

$
-


$
1,827,089Common stock issued for settlement of accrued consulting fees

$
-


$
207,420See accompanying notes to consolidated financial statements




F 5




16


GENMED HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICITFOR THE YEAR ENDED DECEMBER 31, 2012 AND THE YEAR ENDED DECEMBER 31, 2011AccumulatedClass A Convertible








Additional





Other


TotalPreferred Stock


Common Stock





Paid-In


Accumulated


Comprehensive


Stockholders'Shares


Amount


Shares


Amount


Capital


Deficit


Income (Loss)


DeficitBalance, December 31, 2010


-



-



164,977,533



164,976



69,302,178



(69,995,753
)


28,098



(500,501
)Issuance of Common Stock for promotional services at $0.12 per share







167,000



167



19,873











20,040Issuance of Common Stock for consultancy services at $0.17 per share







5,000,000



5,000



845,000











850,000Issuance of Common Stock for conversion of accrued interest payabledue on subordinated convertible debentures at $0.02 per share










1,900,000



1,900



36,100











38,000Issuance of Common Stock for conversion of subordinated convertibledebenture at $0.04 per share










1,768,928



1,769



68,988











70,757Issuance of Common Stock for conversion of subordinated convertibledebenture at $0.04 per share










991,121



991



38,654











39,645Issuance of Common Stock for conversion of subordinated convertibledebenture at $0.01 per share










13,732,787



13,733



123,595











137,328Issuance of Common Stock for conversion of subordinated convertibledebenture at $0.01 per share










85,595,977



85,596



770,364











855,960Issuance of Common Stock for conversion of accrued ConsultingFees at $0.02 per share










2,633,040



2,633



50,028











52,661Issuance of Common Stock for conversion of accrued ConsultingFees at $0.02 per share










13,234,666



13,235



251,458











264,693Issuance of Common Stock for conversion of accrued ConsultingFees at $0.02 per share










4,874,335



4,874



92,613











97,487Settlement of derivative liabilities through conversion of related notes payable














1,827,089











1,827,089Components of comprehensive loss:Foreign currency translation


























72,486



72,486Net loss for the year ended December 31, 2011






















(5,441,863
)






(5,441,863
)Total comprehensive loss






























(5,369,377
)Balance, December 31, 2011


-


$
-



294,875,387


$
294,874


$
73,425,940


$
(75,437,616
)

$
100,584


$
(1,616,218
)Foreign currency transactions


























(55,600
)


(55,600
)Net loss for the year ended December 31,2012






















(1,429,690
)






(1,429,690
)Balance, December 31, 2012


-


$
-



294,875,387


$
294,874


$
73,425,940


$
(76,867,306
)

$
44,984


$
(3,101,508
)See accompanying notes to consolidated financial statements.


F 6


17
 GENMED HOLDING CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
  NOTE A -   NATURE OF BUSINESS AND GOING CONCERN


Nature of Business
 
 Genmed Holding Corp. (“GENM”or the “Company”) through its wholly owned Dutch subsidiary Genmed B.V. is focusing on the delivery of low cost generic medicines directly to distribution chains throughout the world. Generic medicines, which become available when the originator medicines patents has expired, are, due to continuing governmental pressure and new insurance policies, increasingly used as equally effective alternatives to higher-priced originator pharmaceuticals by general practitioners, specialists and hospitals.
 
 Going Concern
 
 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. As shown in the accompanying consolidated financial statements, the Company has incurred cumulative net losses of $76,867,301, since inception, and had losses from continuing operations of $1,429,685 and $5,441,863 in 2012 and 2011. 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.  The accompanying Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Consolidated Financial Statements
 The consolidated financial statements include the Company and its wholly owned subsidiary.  All intercompany transactions and balances have been eliminated in consolidation.
 
 Use of Estimates
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 Foreign Currency Translation
 The Company considers the EURO (“€”) to be its functional currency.  Assets and liabilities were translated into US dollars (“US$”) as of December 31, 2012 and 2011 at the period end exchange rate of €1.00 to US$ 1.32190 and €1.00 to US$ 1.29500. Statement of Operations amounts for the year ended December 31, 2012 and 2011 were translated using the average rates during the periods of €1.00 to US$ 1.28580 and €1.00 to US$ 1.39120. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive loss, a separate component of stockholders' equity.
 
 Cash Equivalents
 For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less.  There were no cash equivalents in 2012 or 2011.
 F 7
 18
 GENMED HOLDING CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
  NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Net Loss Per Common Share
 Basic earnings per share (“EPS”) is computed  by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods.  Diluted EPS is the same as Basic EPS for the years ended December 31, 2012 and 2011 because the effect of common stock equivalents was anti-dilutive.
 
 Comprehensive Income
 Comprehensive income is defined as the change in a business enterprise's equity during a period arising from transactions, events or circumstances relating to non-owner sources, such as foreign currency translation adjustments and unrealized gains or losses on available-for-sale securities.  It includes all changes in equity during a period except those resulting from investments by or distributions to owners.  Comprehensive income is accumulated in accumulated other comprehensive income, a separate component of stockholders' equity(deficit), in the balance sheet.
 
 Equity Based Compensation
 The Company accounts for equity based compensation transactions with employees under the provisions of ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net income. The fair value of the Company’s equity instruments are estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elected to use the straight-line method for awards granted after the adoption of Topic No. 718.
 
 The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, which ever is more reliably measurable. When the equity instrument is utilized for measurement the fair value of the equity instrument is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to receive cash for the goods or services instead of paying with or using the equity instrument.
 
 Revenue Recognition
 The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectibility is reasonably assured.  This typically occurs upon delivery of the generic drugs to the customer.  The Company intends to provide countries within the EU and some countries outside the EU with generic drugs at considerable lower prices than other suppliers. For this purpose we make agreements with manufacturers within Europe who produce drugs that meet EU and FDA standards. The Company expects to conduct its business with a low overhead, lower than that of the other companies in this market. This is possible because the Company will execute its affairs as much as possible as an agency in order to keep its costs low. The main activity of the agency is to provide the registration requirements and quality control. The Company’s buyers will take care of the logistics, storage and marketing. The Company will take a fee for the registration ownership of the drugs and a commission on the delivered goods.
 
 Research and Development Costs
 All research and development costs are expensed as incurred.
 
 Equipment and Depreciation
 Equipment is stated at cost less accumulated depreciation and is depreciated on the straight-line method over the estimated use life, which is five years. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over the estimated useful life of the equipment. Depreciation and amortization expense for the years ended December 31, 2012 and 2011, amounted to $3,359 and $3,576, respectively.
 F 8
 19
 GENMED HOLDING CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
  NOTE B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Impairment of Long-Lived Assets
 Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  Recoverability of these assets is measured by comparing the carrying amount to future undiscounted cash flows the assets are expected to generate.  If property and medical registration rights are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its estimated fair market value.
 
 Fair Value of Financial Instruments
 
 The Company is required to estimate the fair value of all financial instruments included on its balance sheet.  The carrying value of cash, accounts payable and accrued liabilities approximate their fair value due to the short period to maturity of these instruments.
 
 Income and Other Taxes
 Genmed B.V., a Dutch corporation and a subsidiary of the Company is subject to the Dutch tax laws and therefore needs to do income tax declarations in the Netherlands.
 
 Recent Accounting Pronouncements
 
 In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , an amendment to FASB ASC Topic 220. The update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU is effective prospectively for the Company fiscal years, and interim periods within those years beginning after December 15, 2012. The Company will comply with the disclosure requirements of this ASU for the quarter ending March 31, 2013. The Company does not expect the impact of adopting this ASU to be material to the Company’s financial position, results of operations or cash flows.
  NOTE C – CONSULTING AGREEMENTS
 
 On April 17, 2008, the Company entered into a Consulting Agreement with Total Invest International B.V. (“Total Invest”), a company organized in The Netherlands. Pursuant to such Consulting Agreement, Total Invest 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.  For the years ended December 31, 2012 and 2011, the Company recognized $240,000 in consulting expense, under this consulting agreement of which $121,233 was accrued as of December 31, 2012.
 
 On March 3, 2010, the Company entered into a Management Services Agreement with E.R. Bouwens Beheermaatschappij B.V. (“ERB”), a company organized in The Netherlands and owned by the Company’s CEO. Pursuant to such Management Services Agreement, ERB will act as CEO of the Company and will manage and control the conduct of the business of the Company in accordance with the resolutions passed by and the instructions of the shareholders of the Company and the articles of association of the Company and the laws of the United States and The Netherlands. The Consulting agreement commenced on January 1, 2010 and is indefinite. ERB received an initial payment of $100,000 upon execution of the Management Services Agreement as part of the services rendered from April 17, 2008 to December 31, 2009, and will receive $20,000 per month for the length of the Management Services Agreement. For the year ended December 31, 2012 the Company recognized $240,000 in management services expense, under this consulting agreement of which $121,233 was accrued as of December 31, 2012.
 F 9
 20
 GENMED HOLDING CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
 NOTE C – CONSULTING AGREEMENTS (Continued)
 On March 3, 2010, the Company entered into a Management Services Agreement with R. Hibma (“RHI”), the Company’s CFO. Pursuant to such Management Services Agreement, RHI will continue to act as CFO of the Company. The agreement commenced on January 1, 2010 and is indefinite. RHI will receive €6,500 per month for the length of the Management Services Agreement. In June 2011 the Company and RHI agreed to decrease the fee to €5,000 per month. For the year ended December 31, 2012 the Company recognized €60,000 (approx. $ 77,150) in management services expense, under this consulting agreement of which $19,351 was accrued as of December 31, 2012.
  NOTE D - NOTES PAYABLE TO RELATED PARTIES
 In August 2010, the Company requested the related note holders and its officers to subordinate the loans and unpaid interest as well as unpaid fees and salaries receivable from the Company to all bonds (see Note F) that have been issued and will be issued for the term of such bonds. At August 25, 2010, the Company and the related note holders as well as the officers of the Company entered into various subordination agreements, subordinating a total amount of approximately $960,000. The new notes bear an annual interest of 7.8%, payable each calendar quarter and include an option to convert the subordinated amounts into shares of Common Stock of the Company at a fixed conversion price of $0.04 per share.  A beneficial conversion feature of approximately $960,000 was recorded as part of this conversion and is being amortized as interest expense over the term of the bonds, which is four years.
 
 On December 8, 2010, two subordinated note holders sold their note and other amounts receivable from the Company including the unpaid interest to an unrelated party. The Company issued a new 10% Secured Convertible Debenture with the new party.  The new note is issued for the amount of $855,960, bears an annual interest rate of 10% and is convertible into shares of the Company’s Common Stock equal to the lesser of (i) $0.02 per share, or (ii) if the shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, 50% of the lowest “Bid”price on the date of conversion. The debenture is subordinated to all outstanding Bond Agreements of the Company as the debt originated from the conversion of subordinated debt agreements. A beneficial conversion feature of approximately $149,000, after adjusting for the unamortized amount of $706,875 which remained on the August 25, 2010 subordinated debt, was recorded as part of this conversion. The discount is being amortized over the term of the bonds, which is four years. The 10% Secured Convertible Debenture is secured by a grant of first priority security interest in all of the assets of the Company.
 
 On December 8, 2010, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note, including the unpaid interest and any other amount owed to him, and to issue a new 10% Secured Convertible Debenture. The new note is issued for the amount of $132,914, bears an annual interest rate of 10% and is convertible into shares of the Company’s Common Stock equal to the lesser of (i) $0.02 per share, or (ii) if the shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, 50% of the lowest “Bid”price on the date of conversion. The debenture is subordinated to all outstanding Bond Agreements of the Company as the debt originated from the conversion of subordinated debt agreements. A beneficial conversion feature of approximately $39,000, after adjusting for the unamortized amount of $93,750 which remained on the August 25, 2010 subordinated debt, was recorded as part of this conversion. The discount is being amortized over the term of the bonds, which is four years. The 10% Secured Convertible Debenture is secured by a grant of first priority security interest in all of the assets of the Company.
 
 On June 10, 2011, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note into shares of the Company’s Common Stock. An amount of $70,757 was converted at $0.04 per share into 1,768,928 shares of the Company’s Common Stock.
 
 On December 14, 2011, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note and the unpaid interest on the note into shares of the Company’s Common Stock. An amount of $39,645 was converted at $0.04 per share into 991,121 shares of the Company’s Common Stock.
 
 On December 14, 2011, the Company and the holder of the 10% Secured Convertible Note agreed upon the conversion of the note and the unpaid interest into shares of the Company’s Common Stock. An amount of $137,328 was converted at $0.01 per share into 13,732,787 shares of the Company’s Common Stock.
  F 10
 21
 GENMED HOLDING CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
 
 NOTE D - NOTES PAYABLE TO RELATED PARTIES (Continued)
 On December 14, 2011, the Company and the holder of the 10% Secured Convertible Note agreed upon the conversion of the note into shares of the Company’s Common Stock. An amount of $855,960 was converted at $0.01 per share into 85,595,977 shares of the Company’s Common Stock.
 
 Amortization of the discounts amounted to $1,066,198 and $424,908 during the years ended December 31, 2011 and 2010, respectively.
 
 Following the conversions of the loans and notes into shares of the Company’s Common Stock on December 14, 2011, there are no longer subordinated convertible debentures to related parties of the Company as per December 31, 2011.
 
 The Company has received other loans from individuals related to the Company at various times for working capital and to fund required operating expenses. These advances are unsecured and are free from interest. The amounts outstanding at December 31, 2012 and December 31, 2011 aggregate $39,657 and $38,850, respectively.
 
 On December 31, 2012, the Company has received a loan in the amount of EUR 40,000 ($52,876) from an individual related to the Company to fund required operating expenses. This loan is unsecured, interest free and due on demand.
 NOTE E - BONDS PAYABLE
 During the third and fourth quarters of 2010, as part of the implementation of its business plan, the Company issued approximately €866,000 ($1,147,500) in bonds. During the year ended December 31,2011 and 2012, the Company issued an additional  €1,072,000 (approximately $1,496,391) and €65,000 (approximately $85,986) in bonds, respectively. In connection with the financing, the Company paid approximately a total of $105,864 in financing fees.  These fees were deferred and will be amortized over the term of the related notes. During 2012, $26,337 of these fees had been amortized resulting in a balance of $62,253 as of December 31, 2012. The bonds have a term of 48 months and, depending on the participated amount, bear an annual interest rate of 7.4% or 7,8%. The Bonds are recallable, after 10, 22 or 34 months, with a notice of two months and with a penalty of 10% of the value of the bond, up to a yearly maximum of 5% of the total funds received through the issuances of such bonds. Buyback requests will be handled in order of entries.
 
 During the first and second quarter of 2011, the Company has also entered into addendum agreements with some of the bondholders for a conversion feature, whereby the bondholder has the right to convert the bond, or a portion of it, during the term of the bond into shares of the Company’s common stock at prices ranging between $0.13 and $0.50 per share. Holders of approximately $1,989,950 of bonds may convert the bonds into 12,450,282 shares of common stock.
 
 In July of 2012, the Company granted a request from a Bond Holder to buy back his bond. The Company paid the full amount of the bond, €20,000 (approximately $26,400), less administration fees.
 F 11
 22
 GENMED HOLDING CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
 NOTE E - BONDS PAYABLE (continued)
 Discounts were recorded on these bonds for the fair value of the related conversion options.  See Note F for details.  Amortization of the discounts amounted to $0 and $1,353,108 for the year ended December 31, 2012 and 2011, respectively.
 
 At December 31, 2012, future minimum principal payments over the next five years and in the aggregate are as follows:
 
 Year Ending

AmountDecember 31, 2013

$
-December 31, 2014


1,024,960December 31, 2015


1,496,391December 31, 2016


85,924December 31, 2017


-Total

$
2,607,275
 
  NOTE F – DERIVATIVE LIABILITIES
 
 As mentioned in Note E, the Company had convertible notes outstanding during 2011 that were convertible into common shares at the lower of $0.02 or 50% of the lowest bid price on the date of conversion. The Company analyzed these conversion options under ASC 815 “Derivatives and Hedging” and determined that these instruments should be classified as liabilities and recorded at fair value due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. Additionally, because there is no explicit limit to the number of shares to be delivered upon settlement of these instruments, the Company cannot determine if it has sufficient authorized shares to settle all other share-settle able instruments (such as the convertible notes described in Note F).  As a result, all share-settle able instruments that were outstanding during the period that the notes described in Note E were outstanding must also be classified as liabilities.  During 2011, these notes were convereted into common stock and accordingly the related derivative liabilities were settled.  The following table summarizes the Company’s derivative liabilities during the year ended December 31, 2011:
 
 Derivative Liabilities

AmountDerivative liabilities as of December 31, 2010

$
-Additions of derivative liabilities from convertible bonds and subordinated notes


9,567,922Net change in fair value of derivative liabilities


(7,740,833
)Settlement of derivative liabilities through conversion of related notes and bonds


(1,827,089
)Derivative liabilities as of December 31, 2011

$
-
 
 The following table summarizes the components of the Company’s derivative loss for the year ended December 31, 2011:
 
 Loss on Derivative Liabilities

AmountExcess fair value of derivative liabilities over related bonds and notes

$
8,214,814Change in fair value of derivative liabilities


(7,740,833
)Loss on derivative liabilities for the year ended December 31, 2011

$
473,981
  The fair value of the instruments was determined using a Black-Scholes option pricing model.  Assumptions used include (1) 0.36% to 1.91% risk-free interest rate, (2) expected term is the remaining term of the related notes or bonds, (3) expected volatility 199% to 383%, (4) zero expected dividends (5) exercise prices as set forth in the agreements, (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.
  F 12
 
 23
 GENMED HOLDING CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
 NOTE G - INCOME TAXES
 
 The loss before income taxes consists of the following:
 
 For the Years EndedDecember 31,2012


2011United States

$
(705,691
)

$
(4,576,953
)Foreign


(723,994
)


(864,910
)Totals


(1,429,685
)


(5,441,863
)
 
 
 The income tax expense (benefit) differs from the amount computed by applying the United States statutory corporate tax rate as follows:
 For the Years EndedDecember 31,2012


2011United States Statutory Corporate Income Tax Rate


(34.0
%)


(34.0
%)Permanent Differences


0.0
%


0.0
%Change in Valuation Allowance on Deferred Tax Assets


34.0
%


34.0
%Effect of Foreign Earnings, Net of Allowable credits


0.0
%


0.0
%Income Tax


0.0
%


0.0
%
 
 
 The components of deferred tax assets (liabilities) at December 31, 2011 and 2010 are as follows:
 
 For the Years EndedDecember 31,2012


2011Deferred Tax Assets (Liabilities) - Long TermNet Operating losses

$
1,246,010


$
3,088,000Medical Registration Rights


3,964,000



3,964,000Other non-cash permanent differences


1,350,000



1,350,000Valuation Allowance


(5,210,010
)


(8,402,000
)Net Deferred Tax Asset

$
-


$
-
 
 The Company has established a full valuation allowance on its deferred tax asset because of a lack of sufficient positive evidence to support its realization. The valuation allowance decreased by approximately $3,191,990 and increased $1,816,000 in the years ended December 31, 2012 and 2011.
 
 As of December 31, 2012, there are approximately $9,081,000 in US net operating loss carryforwards expiring through 2030. Section 382 of the Internal Revenue Code limits the utilization of these losses when there is a change in ownership, as defined in the code. As a result of stock issued for acquisitions, the utilization of net operating loss carryforwards are limited.
  F 13
 
 24
 GENMED HOLDING CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
 
 NOTE H - STOCKHOLDERS’ EQUITY
 
 Stock Issuances
 
 On March 18, 2011, the Company issued 167,000 shares of its common stock to an individual for promotional services valued at $0.12 per share for a total value of $20,040.
 
 On May 23, 2011, the Company issued 5,000,000 shares of its common stock to a Company for financial consulting services valued at $0.17 per share for a total value of $850,000.
 
 On May 23, 2011, the Company issued 1,900,000 shares of its common stock to a company as part of a conversion of the interest payable on subordinated convertible debt at $0.02 per share for a total value of $38,000.
 
 On June 10, 2011, the Company issued 1,768,928 shares of its common stock to its CFO as part of a conversion of subordinated convertible debt at $0.04 per share for a total value of $70,757.
 
 On December 14, 2011, the Company issued 4,874,335 shares of its common stock to its CFO as part of a conversion of unpaid salaries and management fees at $0.02 per share for a total value of $97,487.  The fair value of the common stock exceeded the carrying value of the related payable by $48,744 which was recorded as a loss on settlement of accounts payable during the year ended December 31, 2011.
 
 On December 14, 2011, the Company issued 13,234,666 shares of its common stock to a company that is owned by the Company’s CEO as part of a conversion of unpaid management fees at $0.02 per share for a total value of $264,693.  The fair value of the common stock exceeded the carrying value of the related payable by $132,346 which was recorded as a loss on settlement of accounts payable during the year ended December 31, 2011.
 
 On December 14, 2011, the Company issued 2,633,040 shares of its common stock to a company as part of a conversion of unpaid management fees and the conversion of the remainder of a loan payable at $0.02 per share for a total value of $52,661.  The fair value of the common stock exceeded the carrying value of the related payable by $26,331 which was recorded as a loss on settlement of accounts payable during the year ended December 31, 2011.
 
 On December 14, 2011, the Company issued 991,121 shares of its common stock to a company as part of a conversion of a subordinated convertible debt, including unpaid interest at $0.04 per share for a total value of $39,645.
 
 On December 14, 2011, the Company issued 13,732,787 shares of its common stock to an individual as part of the conversion of a 10% Secured Convertible Debenture, including all unpaid interest at $0.01 per share for a total value of $ 137,328.
 
 On December 14, 2011, the Company issued 85,595,977 shares of its common stock to a company as part of the conversion of a 10% Secured Convertible Debenture at $0.01 per share for a total value of $ 855,960.
 
 
 NOTE I – AMOUNT DUE FROM RELATED PARTY
 
 At December 31, 2010, the Company had an amount due from a related party of $298,170 (€225,000). The amount was transferred to a deposit account of a company which is owned by the Company’s CEO. The amount due is non-interest bearing and was received in full in April 2011.
 
 
 NOTE J - EMPLOYMENT CONTRACT
 
 On September 1, 2011, the Company entered into an employment contract with a Sales Manager. The agreement is indefinite and calls for an annual salary of $84,000 per year, a lease car and a bonus of 1.25% of revenues generated by the manager.
 
 F 14
 
 25
 GENMED HOLDING CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
 NOTE K – COMMITMENTS AND CONTINGENCIES
 
 On December 9, 2010, the Company entered into a Securities Purchase Agreement with the holder of the $855,960 note whereby the note holder may enter into another Secured Convertible Debenture with the Company for the aggregate principal amount of $875,225 whereby the Company and the holder will agree on the amount of the initial advance, based upon a budget proposed by the Company. Thereafter, the Company is entitled to make a monthly request which shall not exceed $50,000 unless approved by the Holder. The aggregate amount of all advances shall not exceed $875,225. The debenture bears interest based on the outstanding principal amount outstanding from time to time at the rate of 10% per annum and is subordinated to all bonds that have been issued and will be issued by the Company for the term of such bonds. As of December 31, 2012, no requests for advances have been made by the Company.
 
 On December 9, 2010, the Company entered into a Securities Purchase Agreement with the holder of the $132,914 note whereby the note holder may enter into another Secured Convertible Debenture with the Company for the aggregate principal amount of $135,903 whereby the Company and the holder will agree on the amount of the initial advance, based upon a budget proposed by the Company. Thereafter, the Company is entitled to make a monthly request which shall not exceed $50,000 unless approved by the Holder. The aggregate amount of all advances shall not exceed $135,903. The debenture bears interest based on the outstanding principal amount outstanding from time to time at the rate of 10% per annum and is subordinated to all bonds that have been issued and will be issued by the Company for the term of such bonds. As of December 31, 2012, no requests for advances have been made by the Company.
 
 In January 2012, the Company moved to another office and leases its office space from a company that is owned by the Company’s CEO pursuant to an operating lease which expires December 31, 2017, after which it will be automatically renewed for a continuous period of 5 years. After the 6 month free-leasing period, the Company is obligated to make quarterly payments of €5,088 (approximately $6,590) through December 2012. Each year the rental will be indexed according Dutch CPI percentage.
 
 Based upon the historical index percentages, future minimum rentals under the operating lease over the next five years are as follows:
 
 Amount


AmountDecember 31, 2013

€
20,861


$
26,823December 31, 2014

€
21,382


$
27,493December 31, 2015

€
21,917


$
28,181December 31, 2016

€
22,465


$
28,885December 31, 2017

€
23,027


$
29,609
 NOTE L – SUBSEQUENT EVENTS
 
 In 2013, the Company entered into bond agreements for an additional €30,000 (approximately $38,500). The bonds have a term of 48 months and, depending on the participated amount, bear an annual interest rate of 7.4% or 7,8%. The Bonds are recallable, after 10, 22 or 34 months, with a notice of two months and with a penalty of 10% of the value of the bond, up to a yearly maximum of 5% of the total funds received through the issuances of such bonds.
 F 15


26





ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





NONE
 
 ITEM 9A(T).                                 CONTROLS AND PROCEDURES
 
 Management is responsible for establishing and maintaining adequate controls over financial reporting. The Company’s disclosure controls and procedures are designed to ensure (i) that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act of 1934, as amended (the “Exchange Act”), are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations.  Smaller reporting companies employ fewer individuals and may find it difficult to properly segregate duties.  Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control.  Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.
 
 Pursuant to rules adopted by the SEC as directed by Section 302 of the Sarbanes-Oxley Act of 2002, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules13a-15(e)) as of December 31, 2012.  In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.
 
 Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this revaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was not effective as of December 31, 2012.
 
 Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, were not effective at a reasonable assurance level.  Management’s assessment identified the following material weaknesses:
 
 ·
As of December 31, 2012, there was a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles (“GAAP”) in the US and the financial reporting requirements of the Securities and Exchange Commission.
 
 ·
As of December 31, 2012, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.


27
 
 ·
As of December 31, 2012, there was a lack of segregation of duties, in that we only had one person performing all accounting-related duties.
 
 ·
As of December 31, 2012, there were no independent directors and no independent audit committee.
 
 Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.  We continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.  We plan to further address these issues once we commence operations and are able to hire additional personnel in financial reporting.
 
 This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the SEC rule that permit us to provide only management’s report in this Annual Report on Form 10-K.







PART III





ITEM 10.          DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Our directors hold office until the annual meeting of shareholders next held after their election. Our officers and directors are as follows:





Name

Age

With CompanySince

Director/PositionErwin R. Bouwens

50

4/2008

Chief Executive Officer, Chairman of the Board of DirectorsRandy Hibma

41

1/2004

Chief Financial Officer, Director





Mr. Erwin R. Bouwens – Chief Executive Officer and President. Mr. Bouwens is an entrepreneur who owns six restaurants and more than forty buildings and apartments through E.R. Bouwens Holding B.V. In the year 2000, Mr. Bouwens began De Witte Raaf, an occupational health care services company organized in The Netherlands, and in 1999, Mr. Bouwens began Medical Network Holding B.V. Mr. Bouwens maintains a majority interest in De Witte Raaf and Medical Network Holding B.V. In 1981, Mr. Bouwens completed his technical education in building and water projects.





Mr. Randy Hibma - Chief Financial Officer, Vice-President. From 2004 to the present, Mr. Hibma has been employed with the Company, and has served as Chief Financial Officer since May 23, 2005. From 2000 to 2003, Mr. Hibma served as Financial Controller of the Satellite Newspapers group of companies and affiliated companies. Prior to joining the Company, Mr. Hibma was manager of the Nostro department at Banque Parisbas Bank and manager at the Foreign Payment Department of ABN AMRO Bank.





Audit Committee





The Board of Directors does not have a Compensation, Audit, or Nominating Committee.  The usual functions of such committees are performed by the entire Board of Directors. The Board of Directors has determined that at present we do not have an independent audit committee financial expert. The Board believes that the members of the Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we have been seeking and continue to seek an appropriate individual to serve on the Board of Directors and the Audit Committee who will meet the requirements necessary to be an independent financial expert.





28


Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Exchange Act requires our executive officers, directors and beneficial owners of more than ten percent (10%) to report their beneficial ownership of equity interests in the company to the SEC. Their initial reports are required to be filed using the SEC's Form 3, and they are required to report subsequent purchases, sales, and other changes using the SEC's Form 4, which must be filed within two business days of most transactions. Officers, directors, and persons owning more than 10% of our capital shares are required by SEC regulations to furnish us with copies of all of reports they file pursuant to Section 16(a).





According to our records, Erwin R. Bouwens and Total Invest International B.V. have not filed their Form 3’s in a timely manner.





Code of Ethics





In 2005, the Company adopted a “Code of Ethics” that applies to the Company’s Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, and persons performing similar such functions.








ITEM 11.          EXECUTIVE COMPENSATION





The following table provides summary information for the fiscal years ended December 31, 2011, 2010 and 2009 concerning cash and non-cash compensation paid or accrued by us for our executive officers in excess of $60,000.





Name/ Position

Year

Salary

Bonus

Stock

Other

TotalErwin R. Bouwens

2012

$
240,000

$
0

$
0

$
0

$
240,000Chief Executive Officer

2011

$
240,000

$
0

$
0

$
0

$
240,0000


0Randy Hibma

2012

$
77,150

$
0

$
0

$
0

$
94,500Chief Financial Officer

2011

$
94,500

$
0

$
0

$
0

$
99,4300


0


Employment Contracts





The Company currently has one employment contract with a Sales Manager. The agreement is indefinite and calls for a monthly salary of € 5,000, a lease car and a bonus of 1.25% of the by himself realized sales.





The Company entered into Management Service Agreements with the executive officers of the Company. The Management Service Agreements are indefinite and have commenced on January 1, 2010. As per the Management Service Agreements, Mr. Bouwens will be paid a monthly fee of $20,000 and Mr. Hibma will be paid a monthly fee of € 5,000.





Family Relationships





There are no family relationships among the Company’s current directors, executive officers, or other persons nominated or chosen to become officers or executive officers.





ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2012. The information in this table provides the ownership information for:





29


§
each person known by us to be the beneficial owner of more than 5% of our common stock;


§
each of our directors;


§
each of our executive officers; and


§
our executive officers and directors as a group.








Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.








Title of Class

Name and Address

Number of Shares


Percent of ClassCommon Stock

Erwin R. Bouwens

Rontgenlaan37, 2719 DX Zoetermeer, The Netherlands


165,715,581
(1)(2)


56.2
%Common Stock

Randy Hibma

Rontgenlaan37, 2719 DX Zoetermeer, The Netherlands


7,182,146



2.44
%Common Stock

Officers and Directors as a group (two persons)


172,896,727



58.64
%








(1)           Mr. Bouwens’ share ownership consists of 86,206,155 shares of common stock held by E.R. Bouwens Beheermaatschappij B.V., 6,480,000 shares of common stock held by Medical Network Holding B.V. (Mr. Bouwens is owner and controlling officer of both entities), and 73,029,426 shares of common stock held by Total Invest International B.V..





(2)           Mr. Bouwens has a contractual right of first refusal to purchase 9,120,000 shares of common stock of Mr. J.E. de Metz and 9,120,000 shares of common stock of Mr. W. Blijleven. If Mr. Bouwens were to acquire all 18,240,000 shares of common stock, assuming the same number of outstanding shares, his ownership would then consist of 183,955,581 shares of common stock of the Company, or 62.38% of the common stock of the Company.








ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE




In August 2010, the Company has requested the related note holders and its officers to subordinate the loans and unpaid interest as well as unpaid fees and salaries receivable from the Company to all bonds that have been issued and will be issued for the term of such bonds. At August 25, 2010, the Company and the related note holders as well as the officers of the Company entered into various subordination agreements, subordinating a total amount of approximately $960,000. The new notes bear an annual interest of 7.8%, payable each calendar quarter and include an option to convert the subordinated amounts into shares of Common Stock of the Company at a fixed conversion price of $0.04 per share.  A beneficial conversion feature of approximately $960,000 was recognized as part of this conversion and was amortized as interest expense at the issuance date as the notes are convertible immediately.
 
 On December 8, 2010, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note, including the unpaid interest and any other amount owed to him, and to issue a new 10% Secured Convertible Debenture. The new note is issued for the amount of $132,914, bears an annual interest rate of 10% and is convertible into shares of the Company’s Common Stock equal to the lesser of (i) $0.02 per share, or (ii) if the shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, 50% of the lowest “Bid”price on the date of conversion.


30


The debenture is subordinated to all outstanding Bond Agreements of the Company as the debt originated from the conversion of subordinated debt agreements
 
 On June 10, 2011, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note into shares of the Company’s Common Stock. An amount of $70,757 was converted at $0.04 per share into 1,768,928 shares of the Company’s Common Stock.
 
 On December 14, 2011, the Company and its CFO agreed upon the conversion of $48,743 in unpaid salaries and management fees into shares of common stock of the Company. The total amount of $48,743 in unpaid salaries and management fees was converted into 4,874,335 shares of the Company’s common stock.
 
 On December 14, 2011, the Company and its CEO agreed upon the conversion of $132,347 in unpaid management fees into shares of common stock of the Company. The total amount of $132,347 in unpaid management fees was converted into 13,234,666 shares of the Company’s common stock.
 
 The Company has received other loans from individuals related to the Company at various times for working capital and to fund required operating expenses. These advances are unsecured and are free from interest. The amounts outstanding at December 31, 2012 and December 31, 2011 aggregate $39,657 and $38,850, respectively.
 
 On December 31, 2012, the Company has received a loan in the amount of EUR 40,000 ($52,876) from an individual related to the Company to fund required operating expenses. This loan is unsecured and is free from interest.


31





ITEM 14.          PRINCIPAL ACCOUNTANTS FEES AND SERVICES





The following table sets forth fees billed to us by our auditors during the fiscal years ended December 31, 2011 and December 31, 2010 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.





FIRM

FISCAL YEAR 2012


FISCAL YEAR 2011Meyler & Company, LLC(i), (ii) Audit Related Fees

$
5,400


$
69,400(iii) Tax Fees

$
0


$
0(iv) All Other Fees

$
0


$
0





FIRM

FISCAL YEAR 2012


FISCAL YEAR 2011Malone Bailey, LLP(i), (ii) Audit Related Fees

$
23,000


$
20,000(iii) Tax Fees

$
0


$
0(iv) All Other Fees

$
0


$
0


TOTAL FEES





FIRM

FISCAL YEAR 2011


FISCAL YEAR 2010Meyler & Company, LLC

$
5,400


$
69,400Malone Bailey, LLP

$
23,000


$
20,000


32





PART IV





ITEM 15.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES





(a)           Exhibits:





Exhibit Number                                Document Description





3.1
Corporate Charter of Beck & Co. as filed with the Nevada Secretary of State on April 6, 1998, incorporated by reference from the Company’s Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on April 4, 2000.





3.2
Bylaws of Beck & Co., incorporated by reference from the Company’s Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on July 6, 1999.





3.3
Amendment to the Company’s Articles of Incorporation as filed with the Nevada Secretary of State on March 31, 2000, changing the authorized number of shares of the Company, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.





3.4
Amendment to the Company’s Articles of Incorporation as filed with the Nevada Secretary of State on September 11, 2000, changing the name of the Company, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.





3.5
Amendment to the Company’s Articles of Incorporation as filed with the Nevada Secretary of State on September 12, 2000, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.





3.6
Amendment to the Company’s Articles of Incorporation whereby the authorized number of shares of the Company’s common stock increased from 200,000,000 to 500,000,000, incorporated by reference herein from Exhibit 3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 5, 2004 and as filed with the Nevada Secretary of State on August 23, 2004.





3.7
Amendment to the Company’s Articles of Incorporation whereby the Company changed its corporate name, incorporated by reference herein from Exhibit 3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 5, 2005.




3.8
Amendment to the Company’s Articles of Incorporation whereby the Company changed its corporate name, as filed with the Nevada Secretary of State on December 12, 2007, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.3.9
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 from Exhibit 9.2 to the Form 8-K of the Company filed on May 2, 2008.3.10
General Release and Settlement Agreement, incorporated herein by reference from Exhibit 9.1 to the Form 8-K of the Company filed on May 2, 2008.3.11
Consulting Agreement between the Company and London Finance Group, Ltd., incorporated herein by reference from Exhibit 9.1 to the Form 8-K of the Company filed on May 2, 2008.3.12
Draft Release and Settlement Agreement amending and rescinding certain agreements made on April 17, 2008.





10.1
Settlement Agreement between the Company and Mssrs. Fred De Vries and Renato Mariani, incorporated by reference herein from Exhibit 10 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 27, 2007, File No. 07721776.





10.2
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





10.3
Employment Contract between the Company and Randy Hibma, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.





10.4
Ethics Code of the Company, incorporated by reference from the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2008.





31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act.





31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act.





32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


32.2
Certification Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


33







SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.








GENMED HOLDING CORP.Dated: April 16, 2013
/s/Erwin R. BouwensErwin R. BouwensChief Executive Officer andChairman of the BoardDated: April 16, 2013
/s/ Randy HibmaRandy HibmaChief Financial Officer