UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





xANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934





For
The Fiscal Year Ended December 31, 2008





or





 ̈  TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from _________________________to
_______________________________________________





Commission
file
number______________________________________________________________________________





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 27, 2719 DX Zoetermeer, The Netherlands
              2719 DX(Address of principal executive offices)
              (Zip Code)





Registrant’s telephone
number, including area code:  011-31-793-630-129





Securities
registered pursuant to Section 12(b) of the Exchange Act: None





Title of each class
                      
                      Name of each exchange on which registered





Securities
registered pursuant to Section 12(g) of the Exchange Act: 123,211,739 shares of
Common Stock, $.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





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 x  No   ̈





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.





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.





DOCUMENTS
INCORPORATED BY REFERENCE





None








GENMED
HOLDING CORP.





FORM
10-K





TABLE
OF CONTENTS





PageItem #
                            
                            Description
                            
                            NumbersPART
      IITEM
      1.
                            
                            Business
                            
                            3ITEM
      1A.
                            
                            Risk
      Factors
                            
                            5ITEM
      1B.
                            
                            Unresolved
      Staff Comments
                            
                            5ITEM
      2.
                            
                            Properties
                            
                            5ITEM
      3.
                            
                            Legal
      Proceedings
                            
                            5ITEM
      4.
                            
                            Submission
      of Matters to a Vote of Security Holders
                            
                            6PART
      IIITEM
      5.
                            
                            Market
      for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities
                            
                            6ITEM
      6.
                            
                            Selected
      Financial Data
                            
                            8ITEM
      7.
                            
                            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                            
                            8ITEM
      7A.
                            
                            Quantitative
      and Qualitative Disclosures about Market Risk
                            
                            10ITEM
      8.
                            
                            Financial
      Statements and Supplementary Data
                            
                            11ITEM
      9.
                            
                            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                            
                            12ITEM
      9A.
                            
                            Controls
      and Procedures
                            
                            12ITEM 9A(T).
                            
                            Controls
      and Procedures
                            
                            12ITEM
      9B.
                            
                            Other
      Information
                            
                            13PART
      IIIITEM
      10.
                            
                            Directors,
      Executive Officers and Corporate Governance
                            
                            14ITEM
      11.
                            
                            Executive
      Compensation
                            
                            15ITEM
      12.
                            
                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                            
                            16ITEM
      13.
                            
                            Certain
      Relationships and Related Transactions, and Director
      Independence
                            
                            16ITEM
      14.
                            
                            Principal
      Accounting Fees and Services
                            
                            17PART
      IVITEM
      15.
                            
                            Exhibits,
      Financial Statement Schedules
                            
                            18Signatures
                            
                            20


2


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.


3


On March
21, 2007, the Company executed a Memorandum Agreement with International
Creative Property Belgium, N.V. and Andreas Yanakopoulos (“ICPB”), an
operator and provider of elderly care services in Belgium.  Under such
Memorandum Agreement, the Company agreed to purchase from ICPB, subject to due
diligence by all parties, all of the operations of ICPB including certain
properties, land, and operations. On August 20, 2007, after conducting its due
diligence, the Company rejected the March 21, 2007 Memorandum Agreement
executed with ICPC.





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 5,000,000 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.’s most popular product is Paracetamol
(acetaminophen), a generic form of Tylenol. Genmed B.V. currently has
distribution contracts with retail chains in The Netherlands, and is seeking
contracts with retail chains and government agencies and multi-national
corporations.





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





The Company presently has no employees
other than its officers. Management of the Company expects to use consultants,
attorneys, and accountants as necessary, and does not anticipate a need to
engage any 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 auditors.The Company
generated a minimum on revenues in the fiscal year ended December 31, 2008. The
Company, which is in a startup Company 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 2009. The Company makes no
assurances that the Company will generate sufficient revenues through its
operations and be able to continue as a going concern.


4





The independent accountant’s report on
the Company’s financial statements for the year ended December 31, 2008,
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 Eastern European and 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, which is located at the office of our Chief Executive
Officer, Mr. Erwin R. Bouwens, at Rontgenlaan27, 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.





On May
2004, Fred de Vries and Renato Mariani filed suit in the Fifteenth Judicial
Circuit Court located in Palm Beach County, Florida, claiming breach of
employment agreements against the Company and against the Company’s Chief
Executive Officer claiming fraud. Such lawsuit was ultimately settled by
agreement, the terms of which were completed in July 2007. See the Company’s
Form 10-KSB for the year ended 2007, incorporated herein by
reference.





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


5





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





During the year ended December 31,
2008, the Company had no submission of matters to a vote of security
holders.




PART
II




ITEM
5.                MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS




Market
Information





Our
common stock is quoted on the OTC Electronic Bulletin Board. Effective January
28, 2008, the Company’s trading symbol changed from “SNWP” to
“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. These prices represent the prices
of the common stock of the Company subsequent to the Company’s 2000-to-1 reverse
stock split which became effective on January 28, 2008.





HIGH
                
                
                LOWFISCAL
      YEAR ENDED DECEMBER 31, 2007First
      Quarter
                
                $
                0.009
                
                
                $
                0.0011Second
      Quarter
                
                $
                0.002
                
                
                $
                0.0008Third
      Quarter
                
                $
                0.003
                
                
                $
                0.0009Fourth
      Quarter
                
                $
                0.001
                
                
                $
                0.0002FISCAL
      YEAR ENDED DECEMBER 31, 2008First
      Quarter
                
                $
                1.60
                
                
                $
                0.05Second
      Quarter
                
                $
                1.10
                
                
                $
                0.51Third
      Quarter
                
                $
                2.25
                
                
                $
                0.75Fourth
      Quarter
                
                $
                2.30
                
                
                $
                1.01FISCAL
      YEAR ENDING DECEMBER 31, 2009First
      Quarter
                
                $
                1.01
                
                
                $
                0.08





As of May
14, 2009, there were 123,211,739 shares of common stock of the Company issued
and outstanding. The closing price for the Company's Common Stock on May 14,
2009, was $0.06 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.


6


Debentures





Media Finance en Suisse Holding GmbH.On March 31, 2006, the Company’s subsidiary Satellite Newspapers Suisse
GmbH of Zug, Switzerland entered into a binding Secured Debenture Purchase
Agreement whereby the Company sold $2,700,000 original principal amount of
Series A Premium Secured Convertible Debenture (the “Debenture”) and its two
subsidiaries Satellite Newspapers Content BV and Satellite Newspapers Trading
BV, to Media Finance en Suisse Holding GmbH, for a total aggregate consideration
of Two Million Seven Hundred Thousand ($2,700,000) U.S. Dollars. The Debentures
are in the principal amounts of two million seven hundred thousand ($2,700,000)
US Dollars, bear interest at the annual rate of Eight (8%) Percent, and are
convertible into the shares of common stock of the Company at the conversion
rate of $0.005 per share or 50% of the market price if the stock trades below
$0.005.





On June
28, 2006, Media Finance en Suisse Holding GmbH converted $2,100,000 of its
convertible debentures into Class A Preferred Stock of the Company. The
conversion rate of the debenture was $0.0015, being 50% of the closing stock
price at June 28, 2006.  On January 12, 2007, Media Finance en Suisse
Holding GmbH converted the final $600,000 of its debentures into Class A
Preferred Stock of the Company. The conversion rate used for this conversion was
$0.00115, being 50% of the closing stock price at January 12, 2007. The Company
issued shares of its preferred stock because authorized common stock was
unavailable.  Such preferred stock was thereafter converted into
shares of common stock of the Company pursuant to the General Release and
Settlement Agreement of April 17, 2008.





Notes





The Company has received advances from
individuals related to a former Chief Executive Officer at various times for
working capital and to fund required operating expenses. Such advances are
unsecured and bear interest as the rate of 8% per year.  The amount
outstanding including unpaid interest as of December 31, 2008 and December 31,
2007 aggregate $861,891 and $587,533, respectively.





Stock
Options





On December 1, 2004, the Company
granted options to purchase 24,309,000 shares of the Company's common stock to
consultants with an exercise price of $0.06 per share.  Such options
vested immediately and will expire five years from the issuance
date.  The options had a fair value of $244,692 based upon the
Black-Scholes options pricing model.  The compensation associated with
these options was expensed in 2004.  As adjusted for the Company’s
2000-to-1 reverse stock split of January 28, 2008, the Company’s common stock
options of December 1, 2004 equal 12,154 shares of the Company’s common stock
with an exercise price of $132.00 per share.  The Company has reserved
12,154 shares of its common stock pursuant to such options, and, at December 31,
2008, all such options were outstanding.





In December 2005, the Company granted
options to its former Regional Distributor, Satellite Newspapers Asia
Pacific, to purchase 1,050,000 shares of the Company's common stock, and to its
wholly owned Dutch subsidiary, Satellite Newspapers Trading B.V., to purchase
2,900,000 shares of the Company's common stock.  Such Regional
Distributor and subsidiary were dissolved without exercising their options and
such options were cancelled by the Company.





April
17, 2008, Agreements





On April 17, 2008, the Company entered
into a Stock Exchange Agreement whereby the Company acquired 100% of the
outstanding capital stock of Genmed B.V., a company organized in The
Netherlands, for a purchase price equal to 48,000,000 shares of restricted
common stock of Genmed and warrants to purchase 24,000,000 shares of restricted
common stock of GenMed at an exercise price of $0.10 per
share.  Also On
April 17, 2008, the Company also entered into a General Release and Settlement
Agreement with certain entities whereby the Company issued 75,000,000 shares of
its restricted common stock, and issued warrants to purchase 39,000,000 shares
of common stock of the Company, to such entities in order to settle all accounts
and disputes between the Company and such entities.





On April 17, 2008, the Company entered
into a consulting agreement with London Finance Group, Ltd. whereby the Company
issued 2,400,000 shares of its restricted common stock, and issued warrants to
purchase 2,400,000 shares of common stock of the Company to London Finance
Group, Ltd.





Subsequent to December 31, 2008, on or
around April 8, 2009, the parties to the Stock Exchange Agreement, General
Release and Settlement Agreement, and the consulting agreement described above
agreed and formilized by written agreement, to the cancellation of all of the
warrants issued to such agreements, to the cancellation and re-issuing of
certain shares issued pursuant to such agreements, and agreed to the
cancellation of the consulting agreement with the London Finance Group,
including the cancellation of the shares and warrants that have been issued to
the London Finance Group as part of this agreement. See Exhibit 1.02 hereto,
Release and Settlement Agreement between the Company, Joost de Metz , Willem
Blijleven,  E.R. Bouwens Beheermaatschappij B.V.,  Medical
Network Holding BV , Total Look, BV , London Finance Group,
Ltd.,  Dojo Enterprises, LLC,  Hyperion Fund,
L.P.,  The Palisades Capital, LLC 401(k) Profit Sharing Trust , The
Morpheus 2005 Trust dated December 1, 2005 , Burton Partners, LLC , Picasso,
LLC  and Glacier, LLC


7





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.





Overview





On
October 1, 2006, Satellite Newspapers Suisse GmbH, Satellite Newspapers Content
GmbH, Satellite Newspapers Trading GmbH, the Swiss operating companys of
Satellite Newspapers, ceased operations. Such companies were unable to fund
their ongoing operations and cover their expenses.  On January 23, 2007,
such companies were declared bankrupt by the court in Zug,
Switzerland.





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 has
distribution contracts with retail chains in The Netherlands, and is seeking
contracts with retail chains and government agencies and multi-national
corporations.





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


8


Results
of Operations





Comparison of the Years
Ended December 31, 2008 and 2007





Revenues.The
Company  had minimal sales  and revenues during the fiscal year
ended December 31, 2008 and no sales or revenues during the fiscal year ended
December 31, 2007. The lack of sales in 2007 is a result of the Company
ceasing its prior operations in 2006, Company was seeking a business acquisition
in 2007, and because the Company has been seeking to develop its generic drug
sale and distribution business in 2008 and through the present.




Selling, General, and Administrative
Expenses.The Company incurred selling, general, and administrative
expenses of $18,155,509 during the fiscal year ended December 31, 2008 compared
to $244,008 during the fiscal year ended December 31, 2007.  Such
increase was due primarily to the warrants that have been issued and expensed
pursuant to the General Release and Settlement Agreement dated April 17,
2008.





Impairment of Goodwill.The
Company incurred $19,745,570 in impairment of goodwill during the fiscal year
ended December 31, 2008, compared to no such impairment during the fiscal year
ended December 31, 2007. The
impairment of Goodwill was due to the Company’s acquisition of its wholly owned
subsiary Genmed B.V.




Depreciation and Amortization.
The Company incurred $738,206 in depreciation and amortization during the fiscal
year ended December 31, 2008, compared to no such impairment during the fiscal
year ended December 31, 2007.  Such new
depreciation and amortization expenses are primarily due to the depreciation on
the Medical Registration Rights, an asset that was acquired through the purchase
of Genmed B.V., our Dutch subsidiary.





Research and
Development.  The
Company incurred $78,305 in Research and Development expenses during the fiscal
year ended December 31, 2008, as compared to no such comparable expenses during
the fiscal year ended December 31, 2007. Such increase is due to the effect of
the development of the Company’s business of the sale and distribution of
generic drugs.


Operating Losses.As a result,
the Company incurred a net operating loss of $38,715,485 during the fiscal year
ended December 31, 2008 compared to a net operating loss of $244,008 during the
fiscal year ended December 31, 2007.





Other Income (Expenses).The
Company incurred income from gain on foreign exchange of $10,892, and a net loss
from interest expenses ($52,083) in the aggregate amount of ($41,191) during the
fiscal year ended 2008, compared to a foreign exchange loss of ($61,273) and
interest expense of ($37,423) in the aggregate amount of ($98,696) during the
fiscal year ended December 31, 2007.





Net Loss from Continuing Operations.During the fiscal year ended December 31, 2008, the Company incurred a
loss from continuing operations of ($38,756,676), compared to a loss from
continuing operations during the fiscal year ended December 31, 2007, of
($342,704).





Discontinued Operations.The
Company incurred no loss from discontinued operations during the fiscal year
ended December 31, 2008, compared to a net gain from discontinued operations of
$2,754,671 during the fiscal year ended December 31, 2007.





Net Loss.The
Company incurred a net loss of $38,756,676 during the fiscal year ended December
31, 2008, compared to a net gain of $2,411,967 during its fiscal year ended
December 31, 2007.





Comparison of the Years
Ended December 31, 2007 and 2006





Revenues.The Company did not
have any sales or revenues during the fiscal years ended December 31, 2007
and December 31, 2006. The lack of sales is a result of the Company ceasing
operations in 2006, and because the Company sought, but did not consummate, a
business acquisition in 2007.




Selling, General, and Administrative
Expenses.The Company incurred selling, general, and administrative
expenses of $244,008 during the fiscal year ended December 31, 2007 compared to
$229,923 during the fiscal year ended December 31, 2006, an increase of
6.1%.





Operating Losses.As a result,
the Company incurred a net operating loss of $244,008 during the fiscal year
ended December 31, 2007 compared to a net operating loss of $229,923 during the
fiscal year ended December 31, 2006, an increase of 6.1%.


9


Other Income (Expenses).The
Company incurred net losses from interest expenses ($1,591) in the aggregate
amount of $1,591 during the fiscal year ended 2006, compared to a foreign
exchange loss of $61,273 and interest expense of $37,423 in the aggregate amount
of $98,696 during the fiscal year ended December 31, 2007, an increase of
98%.





Net Loss from Continuing Operations.During the fiscal year ended December 31, 2007, the Company incurred a
loss from continuing operations of $342,704, compared to a loss from continuing
operations during the fiscal year ended December 31, 2006, of $231,514, an
increase of 48%





Discontinued Operations.The
Company incurred a gain from discontinued operations during the fiscal year
ended December 31, 2007 of $2,754,671 compared to a loss from discontinued
operations of $5,008,094 during the fiscal year ended December 31,
2006.





Net Loss.The
Company incurred a net gain of $2,411,967 during the fiscal year ended December
31, 2007, compared to a net loss of $5,239,608 during its fiscal year ended
December 31, 2006.





Liquidity
and Capital Resources





At
December 31, 2008, we had a working capital deficit of ($1,854,465). As a result
of our working capital deficit, 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.





Cash
Flows





Net cash
used in operating activities was ($258,239) for the year ended December 31, 2008
and ($413,305) for the year ended December 31, 2007. This decrease was primarily
due to the impairment of goodwill accounted from in FYE 2008 and stock based
compensation.





Net cash
provided by financing activities was $268,465 and $403,415 for the year ended
December 31, 2008 and 2007, respectively. The net cash provided by financing
activities for the year ended December 31, 2008 consisted primarily of loans
provided by an individual related to the Company’s Chief Executive
Officer.





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.





10




ITEM
8.                FINANCIAL
STATEMENTS


GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 (FORMERLY
SATELLITE NEWSPAPERS CORP.)
 
 AUDITED
FINANCIAL STATEMENTS
 
 FOR THE
YEARS ENDED DECEMBER 31, 2008 and 2007
 
 CONTENTS
                    
                    PageReport
      of Independent Registered Public Accounting Firm
                    
                    
                    F
      1Consolidated
      Balance Sheets
                    
                    
                    F
      2Consolidated
      Statements of Operations
                    
                    
                    F
      3Consolidated
      Statements of Cash Flows
                    
                    
                    F
      4Consolidated
      Statement of Stockholders’ Equity (Deficit)
                    
                    
                    F
      5Notes
      to Consolidated Financial Statements
                    
                    
                    F
      6
  11
 MEYLER
& COMPANY, LLC
 CERTIFIED
PUBLIC ACCOUNTANTS
 ONE ARIN
PARK
 1715
HIGHWAY 35
 MIDDLETOWN,
NJ 07748
 
 Report of
Independent Registered Public Accounting Firm
 
 Board of
Directors
 Genmed
Holding Corp.
 Amsterdam,
The Netherlands
 
 We have
audited the accompanying consolidated balance sheets of Genmed Holding Corp. and
subsidiaries (formerly Satellite Newspapers Corp.) as of December 31, 2008 and
2007 and the related consolidated statements of operations, stockholders’ equity
(deficit), and cash flows for each of the two years in the period ended December
31, 2008.  These consolidated financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit 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 included
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 audit provides a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2008 and 2007, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 2008, in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note A to the
consolidated financial statements, the Company has an accumulated deficit of
$53,671,911 since inception and had losses from continuing operations and
negative working capital in 2008 and 2007.  These conditions raise
substantial doubt about its ability to continue as a going concern. Management’s
plans regarding those matters are also described in Note A.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
  /s/
      Meyler & Company, LLCMiddletown,
      NJMay
      15, 2009
  F-1
 GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 CONSOLIDATED
BALANCE SHEETS
 
 December 31,2008
                  
                  
                  2007ASSETSCURRENT
      ASSETSCash
                  
                  $
                  1,764
                  
                  
                  $
                  976VAT
      receivable
                  
                  
                  8,777
                  
                  
                  
                  -Total
      Current Assets
                  
                  
                  10,541
                  
                  
                  
                  976EQUIPMENT,
      net accumulated depreciation of  $2,206
                  
                  
                  16,002
                  
                  
                  
                  -MEDICAL
      REGISTRATION RIGHTS, net accumulated amortization of 
      $736,000
                  
                  
                  13,864,000
                  
                  
                  
                  -Total
      Assets
                  
                  $
                  13,890,543
                  
                  
                  $
                  976LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                  
                  $
                  169,096
                  
                  
                  $
                  85,600Accrued
      salaries and related expenses
                  
                  
                  331,420
                  
                  
                  
                  232,214Accrued
      expenses
                  
                  
                  516,074
                  
                  
                  
                  39,014Loans
      payable to related parties
                  
                  
                  848,416
                  
                  
                  
                  584,944Total
      Current Liabilities
                  
                  
                  1,865,006
                  
                  
                  
                  941,772STOCKHOLDERS'
      EQUITY (DEFICIT)Class
      A Convertible Preferred Stock, par value $0.001;
      authorized 500,000,000 shares; issued and outstanding- 0
      and  2,179,533 at December 31, 2008 and 2007,
      respectively.
                  
                  
                  -
                  
                  
                  
                  2,180Common
      stock, par value $0.001; authorized 500,000,000 shares; issued and
      outstanding- 125,611,739 and 231,000 shares at December 31, 2008 and
      2007, respectively
                  
                  
                  125,631
                  
                  
                  
                  231Additional
      paid-in capital
                  
                  
                  65,563,047
                  
                  
                  
                  13,972,028Accumulated
      deficit
                  
                  
                  (53,671,911
                  )
                  
                  
                  (14,915,235
                  )Accumulated
      other comprehensive income
                  
                  
                  8,770
                  
                  
                  
                  -Total
      Stockholders' Equity (Deficit)
                  
                  
                  12,025,537
                  
                  
                  
                  (940,796
                  )Total Liabilities and Stockholders'  Equity
      (Deficit)
                  
                  $
                  13,890,543
                  
                  
                  $
                  976
 
 See
accompanying notes to consolidated financial statements
  F-2
 
 GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENT OF OPERATIONS
 
 For the Years EndedDecember 31,2008
                        
                        
                        2007NET
      SALES
                        
                        $
                        9,399
                        
                        
                        $
                        -COST
      AND EXPENSESCost
      of sales
                        
                        
                        7,294
                        
                        
                        
                        -Impairment
      of goodwill
                        
                        
                        19,745,570
                        
                        
                        
                        -Selling,
      general and administrative
                        
                        
                        18,155,509
                        
                        
                        
                        244,008Depreciation
      and amortization
                        
                        
                        738,206
                        
                        
                        
                        -Research
      & development
                        
                        
                        78,305
                        
                        
                        
                        -Total
      Costs and Expenses
                        
                        
                        38,724,884
                        
                        
                        
                        244,008NET
      OPERATING LOSS
                        
                        
                        (38,715,485
                        )
                        
                        
                        (244,008
                        )OTHER
      INCOME (EXPENSE)Gain
      (loss) on foreign exchange
                        
                        
                        10,892
                        
                        
                        
                        (61,273
                        )Interest
      expense
                        
                        
                        (52,083
                        )
                        
                        
                        (37,423
                        )(41,191
                        )
                        
                        
                        (98,696
                        )LOSS
      FROM CONTINUING OPERATIONS
                        
                        $
                        (38,756,676
                        )
                        
                        $
                        (342,704
                        )DISCONTINUED
      OPERATIONSGain
      from discontinued operations (less applicable income taxes of
      0)
                        
                        
                        -
                        
                        
                        
                        3,543,407Loss
      from disposal of discontinued operations (less applicable income
      taxes of 0)
                        
                        
                        -
                        
                        
                        
                        (788,736
                        )Gain
      from discontinued operations
                        
                        
                        -
                        
                        
                        
                        2,754,671NET
      INCOME (LOSS)
                        
                        $
                        (38,756,676
                        )
                        
                        $
                        2,411,967NET
      INCOME (LOSS) PER COMMON SHARE (BASIC AND DILUTED)Loss
      from continuing operations
                        
                        $
                        (0.44
                        )
                        
                        $
                        (1.48
                        )Income
      from discontinued operations
                        
                        
                        -
                        
                        
                        
                        11.92Net
      Loss per Common Share
                        
                        $
                        (0.44
                        )
                        
                        $
                        10.44WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                        
                        
                        88,627,721
                        
                        
                        
                        231,000
 
 See
accompanying notes to consolidated financial statements
  F-3
 
 GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 
 For the years EndedDecember 31,2008
                      
                      
                      2007CASH
      FLOWS FROM OPERATING ACTIVITIES CONTINUINGOPERATIONSNet
      Income (Loss)
                      
                      $
                      (38,756,676
                      )
                      
                      $
                      2,411,967Income
      from discontinued operations
                      
                      
                      -
                      
                      
                      
                      (2,754,671
                      )Adjustments
      to reconcile net income (loss) to cash flows used in operating
      activities:Depreciation
      and amortization
                      
                      
                      738,206
                      
                      
                      
                      -Impairment
      of Goodwill
                      
                      
                      19,745,570
                      
                      
                      
                      -Stock
      Based Compensation
                      
                      
                      17,352,316
                      
                      
                      
                      -Changes
      in operating assets and liabilities:Accounts
      receivable
                      
                      
                      8,736
                      
                      
                      
                      -Accounts
      payable
                      
                      
                      77,343
                      
                      
                      
                      (256,578
                      )Accrued
      salaries and related expenses
                      
                      
                      99,206
                      
                      
                      
                      148,554Accrued
      expenses
                      
                      
                      477,060
                      
                      
                      
                      37,423Net
      Cash Used in Continuing Operating Activities
                      
                      
                      (258,239
                      )
                      
                      
                      (413,305
                      )Net
      Cash Provided by Discontinued Operating Activities
                      
                      
                      -
                      
                      
                      
                      60,803Net
      Cash Used in Operating Activities
                      
                      
                      (258,239
                      )
                      
                      
                      (352,502
                      )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of equipment
                      
                      
                      (18,208
                      )
                      
                      
                      -Net
      Cash Used in Investing Activities
                      
                      
                      (18,208
                      )
                      
                      
                      -CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      acquired in acquisition
                      
                      
                      4,993
                      
                      
                      
                      -Advances
      from notes payable to related parties
                      
                      
                      263,472
                      
                      
                      
                      403,415Net
      Cash Provided by Investing Activities
                      
                      
                      268,465
                      
                      
                      
                      403,415EFFECT
      OF EXCHANGE RATE
                      
                      
                      8,770
                      
                      
                      
                      (51,271
                      )INCREASE
      (DECREASE) IN CASH
                      
                      
                      788
                      
                      
                      
                      (358
                      )CASH,
      BEGINNING OF YEAR
                      
                      
                      976
                      
                      
                      
                      1,334CASH,
      END OF YEAR
                      
                      $
                      1,764
                      
                      
                      $
                      976SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONNon
      cash activitiesIssuance
      of common stock for acquisition
                      
                      
                      24,480,000
                      
                      
                      
                      -Assets
      assumed in acquisitionCash
                      
                      
                      4,993
                      
                      
                      
                      -Receivable
                      
                      
                      17,513
                      
                      
                      
                      -Medical
      Registration Rights
                      
                      
                      14,600,000Liabilities
      assumed
                      
                      
                      (6,153
                      )
                      
                      
                      -Conversion
      of preferred stock to common stock
                      
                      
                      75,000
                      
                      
                      
                      -Conversion
      of related party debt to preferred stock
                      
                      
                      -
                      
                      
                      
                      600,000
 
 See
accompanying notes to consolidated financial statements
  F-4
  
 GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 Statement
of Stockholders' Equity (Deficit)
 For
the Years Ended December 31, 2007 and 2008
 
 Accumulated
                                
                                TotalAdditional
                                
                                
                                
                                Other
                                
                                StockholdersPreferred Stock
                                
                                Common Stock
                                
                                
                                Paid In
                                
                                Accumulated
                                
                                Comprehensive
                                
                                EquityShares
                                
                                Amount
                                
                                Shares
                                
                                Amount
                                
                                
                                Capital
                                
                                Deficit
                                
                                Income (Loss)
                                
                                (Deficit)Balance,
      December 31, 2006
                                
                                
                                1,657,533
                                
                                
                                1,658
                                
                                
                                231,000
                                
                                
                                231
                                
                                
                                
                                13,372,550
                                
                                
                                (17,327,202
                                )
                                
                                51,271
                                
                                
                                (3,901,492
                                )Conversation
      of Convertible Subordinated Debentures
                                
                                
                                522,000
                                
                                
                                522
                                
                                
                                -
                                
                                
                                -
                                
                                
                                
                                599,478
                                
                                
                                -
                                
                                
                                -
                                
                                
                                600,000Adjustment
      from exchange rate changes
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                -
                                
                                
                                (51,271
                                )
                                
                                (51,271
                                )Net
      income for the year ended December 31, 2007
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                2,411,967
                                
                                
                                -
                                
                                
                                2,411,967Balance,
      December 31, 2007
                                
                                
                                2,179,533
                                
                                
                                2,180
                                
                                
                                231,000
                                
                                
                                231
                                
                                
                                
                                13,972,028
                                
                                
                                (14,915,235
                                )
                                
                                -
                                
                                
                                (940,796
                                )Conversion
      of Preferred Shares to Common
                                
                                
                                (2,179,533
                                )
                                
                                (2,180
                                )
                                
                                75,000,000
                                
                                
                                75,000
                                
                                
                                
                                (72,820
                                )
                                
                                -
                                
                                
                                -
                                
                                
                                -Issuance
      of Common Stock for Acquisition at $0.51 per share
                                
                                
                                -
                                
                                
                                -
                                
                                
                                48,000,000
                                
                                
                                48,000
                                
                                
                                
                                24,432,000
                                
                                
                                -
                                
                                
                                -
                                
                                
                                24,480,000Issuance
      of Common Stock Issued for Consulting Agreement at $0.51 per
      Share
                                
                                
                                -
                                
                                
                                -
                                
                                
                                2,400,000
                                
                                
                                2,400
                                
                                
                                
                                (2,400
                                )
                                
                                -
                                
                                
                                -
                                
                                
                                -Amortization
      of Common Stock Issued for Consulting Agreement
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                
                                306,000
                                
                                
                                -
                                
                                
                                -
                                
                                
                                306,000Fair
      Value of Warrants Issued to Consultants
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                
                                17,046,317
                                
                                
                                -
                                
                                
                                -
                                
                                
                                17,046,317Fair
      Value of Warrants Issued for Acquisition
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                9,881,922
                                
                                
                                
                                
                                
                                
                                
                                
                                9,881,922Adjustment
      from exchange rate changes
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                -
                                
                                
                                8,770
                                
                                
                                8,770Net
      loss for the year ended December 31, 2008
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                (38,756,676
                                )
                                
                                
                                
                                
                                (38,756,676
                                )Balance,
      December 31, 2008
                                
                                
                                -
                                
                                $
                                -
                                
                                
                                125,631,000
                                
                                $
                                125,631
                                
                                
                                
                                65,563,047
                                
                                $
                                (53,671,911
                                )
                                $
                                8,770
                                
                                $
                                12,025,537
 
 See
accompanying notes to consolidated financial statements
  F-5


GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 NOTE
A -   NATURE OF BUSINESS AND GOING CONCERN
 
 Nature of
Business
 
 Genmed
Holding Corp. (“GENM”or the “Company”) through its wholly owned Dutch subsidiary
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
 
 As shown
in the accompanying consolidated financial statements, the Company has incurred
cumulative net losses of $53,671,911
since inception, had losses from continuing operations of $38,756,676 and
$342,704 in 2008 and 2007 and has negative working capital of
$1,854,465.  Management's plans include the raising of capital through
the equity markets to fund future operations and the generating of revenue
through its business.  Failure to raise adequate capital and generate
adequate sales revenues could result in the Company having to curtail or cease
operations.  Additionally, even if the Company does raise sufficient
capital to support its operating expenses and generate adequate revenues, there
can be no assurance that the revenue will be sufficient to enable it to develop
business to a level where it will generate profits and cash flows from
operations. These matters raise substantial doubt about the Company's ability to
continue as a going concern.  However, the accompanying financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business.  These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.
 
 NOTE
B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Consolidated Financial
Statements
 
 The
consolidated financial statements include the Company and its wholly owned
subsidiaries.  All significant inter-company 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$”) as of December 31, 2008 at the period end exchange rate of €1.00 to US$
1.4097.  Statement of Operations amounts for the year ended December
31, 2008 were translated using the average rates during the periods of €1.00 to
US$ 1.47134. For the year ended December 31, 2007 all amounts were recorded in
US Dollars and no currency exchange rates were used. Gains and losses resulting
from translating foreign currency financial statements are accumulated in other
comprehensive loss, a separate component of stockholders' deficit.
 
 Cash
Equivalents
 
 For
purposes of reporting cash flows, cash equivalents include investment
instruments purchased with a maturity of three months or less.  There
were no cash equivalents in 2008 or 2007.
 
 Net Loss Per Common
Share
 
 The
Company computes per share amounts in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 128, “Earnings per Share”.  SFAS No.
128 requires presentation of basic and diluted EPS.  Basic 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.
  F-6
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 Comprehensive
Income
 
 SFAS No.
130 establishes standards for the reporting and disclosure of comprehensive
income and its components which will be presented in association with a
company's financial statements.  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' deficit, in the
balance sheet.
 
 Stock Based
Compensation
 
 SFAS No.
123(R), which is a revision of the SFAS 123, “Accounting for Stock-Based
Compensation”, prescribes accounting and reporting standards for all stock-based
compensation plans, including employee stock options, restricted stock, employee
stock purchase plans and stock appreciation rights.  SFAS No. 123R
requires employee compensation expense to be recorded using the fair value
method.
  The
Company accounts for stock issued for services using the fair value method. In
accordance with Emerging Issues Task Force (“EITF”) 96-18, the measurement date
of shares issued for services is the date at which the counterparty's
performance is complete.
 
 Revenue
Recognition
 
 For the
year 2008, the Company had net sales of $9,399.  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.  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 expenses as incurred.
 
 Impairment of Long-Lived
Assets
 
 The
Company reviews property and medical registration rights for impairment in
accordance with SFAS No. 144, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed
of.   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.  There was no impairment in 2008 or
2007.
 
 Goodwill
 
 The
Company accounts for goodwill in accordance with SFAS No. 142, “Goodwill and
other Intangible Assets.”  Under SFAS 142, goodwill and intangibles
with indefinite lives are not amortized; rather they are tested for impairment
at least annually.
  F-7
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 In order
to test goodwill under SFAS 142, a determination of the fair value of the
Company’s reporting units for its goodwill valuation and is based upon, among
other things, estimates of future operating performance of the reporting unit
being valued.  Changes in market conditions, among other factors may
have an impact on these estimates.
 
 Reclassifications
 
 Certain
amounts from the prior year have been reclassified to be consistent with the
current period.
 
 Recent Accounting
Pronouncements
 
 In
September 2006, the FASB No. 157, “Fair Value Measurements,” which defines fair
value, establishes a framework for measuring fair value under other accounting
pronouncements that permit or require fair value measurements, changes the
methods used to measure fair value and expands disclosures about fair value
measurements.  In particular, disclosures are required to provide
information on the extent to which fair value is used to measure assets and
liabilities; the inputs used to develop measurements; and the effect of certain
of the measurements on earnings (or changes in net assets).  In
February 2008, the FASB approved a FASB Staff Position ("FSP") that permits
companies to partially defer the effective date of SFAS No. 157 for one year for
nonfinancial assets and nonfinancial liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis. The
FSP did not permit companies to defer recognition and disclosure requirements
for financial assets and financial liabilities or for nonfinancial assets and
nonfinancial liabilities that are remeasured at least annually.  SFAS
No. 157 is effective for fiscal years beginning after November 15, 2007 and
interim periods within those fiscal years.  Early adoption, as of the
beginning of an entity’s fiscal year, is also permitted, provided interim
financial statements have not yet been issued.  The Company intends to
defer adoption of SFAS No. 157 for one year for nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the
financial statements on a nonrecurring basis.  The Company adopted
SFAS 157 for financial assets and liabilities on January 1,
2008.  Adoption of SFAS 157 did not have a material impact on the
consolidated results of operations, cash flows or financial
position.
 
 In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial
Assets and Financial Liabilities
(“SFAS 159”).  SFAS 159 allows entities to measure at fair
value many financial instruments and certain other assets and liabilities that
are not otherwise required to be measured at fair value. SFAS 159 is
effective for fiscal years beginning after November 15, 2007. The Company
adopted SFAS 159 on January 1, 2008.  Adoption of SFAS 159 did not
have a material impact on the consolidated results of operations, cash flows or
financial position.
 
 In June
2007 the FASB ratified Emerging Issues Task Force (ËITF”) No.07-3, Accounting for Nonrefundable Advance
Payments for Goods or Services to Be Used in Future Research and Development
Activities. EITF 07-3 requires non-refundable advance payments for goods
and services to be used in future research and development activities to be
recorded as an asset and the payments to be expenses when the research and
development activities are performed. EITF 07-3 is effective for fiscal years
beginning after December 15, 2007. The Company adopted EITF 07-3 on January 1,
2008.  Adoption of EITF 07-3 did not have a material impact on the
consolidated results of operations, cash flows or financial
position..
 
 In
December 2007, the FASB issued No. 141R, Business Combinations. This
standard establishes principles and requirements for how an acquirer recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non-controlling interest in the acquiree and the
goodwill acquired. This statement also establishes disclosure requirements which
will enable users to evaluate the nature and financial effects of the business
combination. SFAS No. 141R is effective for us for acquisitions made after
November 30, 2009. The Company is currently evaluating the potential impact, if
any, that the adoption of SFAS No. 141R will have on its consolidated financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements. This standard outlines the accounting
and reporting for ownership interest in a subsidiary held by parties other than
the parent. SFAS No. 160 is effective for our first quarter of 2010. The Company
is currently evaluating the potential impact, if any, that the adoption of SFAS
No. 160 will have on its consolidated financial statements.
 
 In May 2008, the FASB issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles." SFAS No. 162
identifies the sources of accounting principles and the framework for selecting
the principles to be used in the  preparation of financial statements
of nongovernmental entities that are presented in conformity with generally
accepted accounting principles. SFAS No. 162 became effective in November 2008.
Its adoption did not have a material impact on the Company's consolidated
financial statements.
  F-8
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 NOTE
C – AGREEMENTS
 
 General
Release and Settlement Agreement
 
 On April
17, 2008, the Company entered into a General Release and Settlement Agreement
(the "General Release Agreement") with Total Look, B.V. (“Total Look”), London
Finance Group, Ltd., a California corporation (“LFG”), Dojo Enterprises, LLC, a
Nevada limited liability company (“Dojo”), Hyperion Fund, L.P., a Colorado
limited partnership (“Hyperion”), The Palisades Capital, LLC 401(k) Profit
Sharing Trust (“Palisades”), The Morpheus 2005 Trust dated December 1, 2005
(“Morpheus”), Burton Partners, LLC (“Burton”), Picasso, LLC (“Picasso”) and
Glacier, LLC (“Glacier,” and, together with Total Look, LFG, Dojo, Hyperion,
Palisades, Morpheus, Burton and Picasso, the “Preferred Shareholders”) to
settle all accounts and disputes between the parties and to avoid the expense
and delay of litigation.
 
 Pursuant
to the General Release Agreement, the Company issued to the Preferred
Shareholders 75,000,000 shares of its restricted common stock, and 39,000,000
warrants to the Preferred Shareholders, which were subsequently cancelled,
to purchase shares of common stock of the Company.
 
 The
Preferred Shareholders collectively own 2,179,533 shares of Class A Convertible
Preferred Stock of the Company, which equals 100% of the outstanding preferred
shares of stock of the Company. Pursuant to the General Release Agreement, all
of the outstanding preferred shares of the Company were cancelled upon the issue
of the common stock to the Preferred Shareholders.
 
 Subsequent
to December 31, 2008, on or around April 11, 2009, the Preferred Shareholders
entered into a Release and Settlement Agreement in which the parties agreed to
the cancellation of all the warrants and to the cancellation and re-issuing of
certain shares of Common Stock that were issued pursuant to the General Release
and Settlement Agreement of April 17, 2008.
 
 Pursuant
to the Release and Settlement Agreement of April 11, 2009, such shares of common
stock of the Company are now issued as follows:
  Shareholder
                          
                          Common StockTotal
      Look B.V.
                          
                          62,678,826 sharesDojo
      Enterprises, Ltd.
                          
                          1,120,107 sharesHyperion
      Fund, L.P.
                          
                          1,760,428 sharesDiane
      Breitman, as Trustee of The Morpheus 2005 Trust
                          
                          2,720,000 sharesBurton
      Partners, LLC
                          
                          2,240,213 sharesPicasso,
      LLC
                          
                          2,240,213 sharesGlacier,
      LLC
                          
                          2,240,213 sharesTOTAL
                          
                          75,000,000 shares
  Stock
Exchange Agreement
 
 On April
17, 2008, Genmed Holding Corp. ("Genmed," or the “Company”) entered into a Stock
Exchange Agreement (the "Stock Exchange Agreement") with Joost de Metz (“de
Metz”), Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and Medical
Network Holding BV (“MNH,” and collectively with de Metz, Blijlevens and
Bouwens, the “Shareholders”). The Shareholders were holders of 100% of the
outstanding capital stock of Genmed BV (“GMBV”), a company organized in The
Netherlands.
  Pursuant
to the Stock Exchange Agreement, Genmed agreed to purchase from the Shareholders
18,000 restricted shares of the registered and outstanding capital stock of GMBV
(the “GMBV Shares”), representing 100% of its outstanding capital stock, for a
purchase price equal to 48,000,000 shares of restricted common stock of
Genmed and the issuance of 24,000,000 warrants at $0.10 per share.
 
  F-9
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
  Subsequent
to December 31, 2008, on or around April 11, 2009, the ‘Shareholders’ entered
into a Release and Settlement Agreement in which the parties agreed to the
cancellation of all the warrants that were issued pursuant to the Stock Exchange
Agreement of April 17,
2008.
 The fair
value of the assets acquired is as follows:
 
 Cash
                    
                    $
                    4,993Receivables
                    
                    
                    17,513Fair
      Value of Medical Registration Rights
                    
                    
                    14,600,000Liabilities
      Assumed
                    
                    
                    (6,153
                    )14,616,353Fair
      value of 48,000,000 shares @ $0.51 per share
                    
                    
                    34,361,923Impairment
      of Goodwill
                    
                    $
                    19,745,570
 
 
 The
Medical Registration Rights represent a distribution agreement with Atabay Group
to distribute generic drugs in various European Union and other countries
outside the European Union as well as the registration rights to Paracetamol
(acetaminophen), a generic form of Tylenol, in the European
Union.  These rights are being amortized over their estimated useful
life of 10 years.  Amortization expenses for the year ended December
31, 2008 was $736,000.  Estimated future amortization for the next
five years is as follows:
 
 2009
                        
                        $
                        1,460,0002010
                        
                        
                        1,460,0002011
                        
                        
                        1,460,0002012
                        
                        
                        1,460,0002013
                        
                        
                        1,460,000
 
 Subsequent
to the acquisition of Genmed BV, the Company tested the business unit for
impairment.  As a result, the Company determined that the Goodwill was
impaired and wrote of the entire balance of $19,745,570.
 
 Reverse
Split
 
 On
October 22, 2007, the Company's board of directors and majority of its
shareholders approved a 1-for-2000 reverse stock split of the Company's
issued and outstanding common stock, par value $.001 per share, pursuant to
which each two thousand shares of the Company’s issued and outstanding Common
Stock would be combined and consolidated into one share of common stock and
authorized the board of directors of the Company to amend its Articles of
Incorporation by issuing, without further shareholder action, one or more series
of preferred stock from its authorized 5,000,000 shares of preferred stock.
On January 28, 2008, the reverse stock split of the Company became
effective.  The consolidated financial statements reflect the effect
of this stock split for all periods presented.
  Change
of Name
 
 On
December 12, 2007, the Company's board of directors and majority of its
shareholders approved the change of the Company’s corporate name from
Satellite Newspapers Corp. to Genmed Holding Corp. by filing an amendment to its
Articles of Incorporation with the Secretary of State of the State of
Nevada.
 
 Change
in Management
 
 Mr. Roy
Piceni resigned from his position as Chief Executive Officer and director of
Genmed Holding Corp. (the “Company”) on April 17, 2008.
 
 The Board
of Directors appointed Mr. Erwin R. Bouwens as the Chief Executive Officer,
President, and director of the Company on April 17, 2008. Mr. Randy Hibma, who
has served as the Company’s Chief Financial Officer since 2004, remained as the
Company’s Chief Financial Officer and was appointed to also serve as Vice
President and Secretary of the Company on April 17, 2008.
  F-10
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 Consulting
Agreements
 
 On April
17, 2008, the Company, entered into a Consulting Agreement with London Finance
Group, Ltd. (“London”). Pursuant to such Consulting Agreement, London will
consult with the Company on achieving Company objectives including merging with
other businesses, disposing of businesses or assets, entering into strategic
relationships, entering into investment banking relationships, and securing
valuable management consulting to assist the Company in its operations, strategy
and in its negotiations with vendors, customers and strategic partners. The
Consulting agreement commenced on April 17, 2008 and will terminate no earlier
than April 17, 2011. London was to receive an initial payment of
$65,000 upon execution of the Consulting Agreement, $20,000 per month for the
length of the Consulting Agreement, 2,400,000 shares of restricted common stock
and 2,400,000 warrants to purchase the Company’s common stock as compensation
for its consulting services.
 
 Also on
April 17, 2008, the Company entered into a Consulting Agreement with Total Look
B.V. (“Total Look”), a company organized in The Netherlands. Pursuant to such
Consulting Agreement, Total Look will consult with the Company on finding,
analyzing, structuring and negotiating sales and marketing agreements, alliances
and other desirable projects with regard to the Company’s sales of its generic
pharmaceutical products. The Consulting agreement commenced on April 17, 2008
and will terminate no earlier than April 17, 2011. Total Look will receive an
initial payment of $40,000 upon execution of the Consulting Agreement, $20,000
per month for the length of the Consulting Agreement, and two and one-half
percent (2.5%) of the total revenues from all sales and other revenues actually
received by the Company, until such time as Total Look has received a total of
$3,000,000, as compensation for its consulting services.
 
 Subsequent
to December 31, 2008, on or around April 11, 2009, the Company and London
Finance Group entered into a Release and Settlement Agreement in which the
parties agreed to rescind the Consultancy Agreement entered into by the Company
and the London Finance Group on April 17, 2008 and to cancel the shares and
warrants that have been issued pursuant to the Consulting Agreement as well as
to waive all monies owed by the Company to the London Finance Group as part of
the same Consulting Agreement.
 
 NOTE
D - NOTES PAYABLE TO RELATED PARTIES
 
 The
Company has received advances from individuals related to the Company at various
times for working capital and to fund required operating expenses. These
advances are unsecured and bear interest at the rate of 8% per year. The amount
outstanding at December 31, 2008 and 2007 aggregate $848,416 and $584,944
respectively.
  NOTE E -  INCOME
TAXES
 
 The
Company recognizes a deferred tax liability or asset for temporary differences
between the tax basis of an asset or liability and the related amount reported
on the financial statements. The principal types of differences, which are
measured at current tax rates, are net operating loss carry forwards. At
December 31, 2008 and 2007, these differences resulted in a deferred tax asset
of approximately $1,187,000 and $920,000, respectively.  SFAS No. 109
requires the establishment of a valuation allowance to reflect the likelihood of
realization of deferred tax assets. Since realization is not assured, he Company
has recorded a valuation allowance for the entire deferred tax asset, and the
accompanying financial statements do not reflect any net asset for deferred
taxes at December 31, 2008 and 2007.
 
 The
Company's net operating loss carry forwards amounted to approximately $4,000,000
at December 31, 2008, which will expire through 2028.
 
 On
January 1, 2007, the Company adopted Financial Accounting Standards Board (FASB)
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109”(FIN 48). There was no impact on the
Company’s consolidated financial position, results of operations or cash flow at
December 31, 2006 and for the year then ended, as a result of implementing FIN
48. At the adoption date of January 1, 2007, the Company did not have
any unrecognized tax benefits. The Company’s practice is to recognize interest
and/or penalties related to income tax matters in income tax expense. As of
January 1, 2007, the Company had no accrued interest or penalties. The Company
currently has no federal or state tax examinations in progress nor has it had
any federal or state tax examinations since its inception. All of the Company’s
tax years are subject to federal and state tax examination.
  F-11
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 NOTE
F -  STOCKHOLDERS' DEFICIT
 
 On
January 12, 2007, the holder of the 8% convertible debenture converted the
remaining $600,000 of the debentures to Preferred Stock. In this connection, the
Company issued 521,739 shares of its Preferred Stock because authorized common
stock was unavailable.
 
 On
October 22, 2007, the Board of Directors of the Company approved a reverse stock
split of 2000 to 1. Accordingly, all shares and per share amounts have been
retroactively restated to reflect the reverse stock split.
  Stock
Options
 
 On December
1, 2004, the Company granted options to purchase 12,154 shares of the company's
common stock to consultants with an exercise price of $132 per
share.  These options vested immediately and will expire five years
from issuance date.  The options issued to consultants had a fair
value of $244,692 based upon the Black-Scholes options pricing
model.  The compensation associated with these options was expensed in
2004.
  Transactions
involving options are summarized as follows:
 
 Balance
      December 31, 2006
                          
                          12,154
                          
                          
                          $132.00Options
      granted in 2007Options
      exercised in 2007Balance
      December 31, 2007
                          
                          12,154
                          
                          
                          $132.00Options
      granted in 2008Options
      exercised in 2008Balance
      December 31, 2008
                          
                          12,154
                          
                          
                          $132.00
 
 Pro forma
information regarding net loss and net loss per share as required by SFAS 123
has been determined as if the Company had accounted for its employee stock
options under the fair value method. The fair value of these options was
estimated at the date of grant using the Black-Scholes option-pricing model with
weighted-average assumptions for the year ended December 31, 2004 as
follows:
  Assumptions
  Risk-free
      rate
                  
                  
                  3.46%Dividend
      yield
                  
                  
                  N/AVolatility
      factor of the expected market price of the Company's Common
      Stock
                  
                  
                  .10%Average
      Life
                  
                  
                  1
      yearInterest
      Rate
                  
                  
                  3.46%
  Information
concerning stock options outstanding at December 31, 2008 is as
follows:
 
 Exercise Price
                    
                    Number Outstanding
                    
                    Contractual Life
                    
                    Remaining Number
                      Exercisable$132,00
                    
                    
                    12.154
                    
                    5
      years
                    
                    
                    12.154
 
 Reserved
Shares
 
 At
December 31, 2008, the Company has reserved 12,154 shares of its common stock
under existing option agreements.
  NOTE
G -  EMPLOYMENT CONTRACT
 
 On  October
1, 2008, the Company renewed the employment contract with the Chief Financial
Officer. The agreement is indefinite and calls for an annual salary of $99,600
per year.
  F-12
  GENMED
HOLDING CORP. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 
 NOTE
H -  LITIGATION
 
 On May
2004, Fred de Vries and Renato Mariani filed suit in the Fifteenth Judicial
Circuit Court located in Palm Beach County, Florida, claiming breach of
employment agreements against the Company and against the Company’s Chief
Executive Officer claiming fraud. The parties were seeking monies and benefits
owed in connection with their employment agreements as well as other
damages.
 
 On March
19, 2007, the Company entered into a written Settlement and Release Agreement
with DeVries and Mariani whereby in consideration of payment by the Company to
DeVries and Mariani for the combined sum of $150,000.00, DeVries and
Mariani agreed to accept said payment, and, upon receiving full payment from the
Company, to release and discharge the Company and all its current and former
principals, officers, agents, attorneys, employees, heirs, administrators,
executors, successors or assigns, and/or representatives from any and all
judgments, agreements, claims, demands, claims of action, known or unknown,
which DeVries and/or Mariani may claim against the Company, including but not
limited to the one million four hundred forty thousand ($1,440,000.00) U.S.
dollars outstanding judgment in the Fifteenth Judicial Circuit Court located in
Palm Beach County, Florida, claiming breach of employment agreements against the
Company and against the Company’s Chief Executive Officer claiming
fraud.
  The
Company paid to DeVries and Mariani $75,000.00, and agreed to bank wire to
DeVries and Mariani, on or before July 19, 2007, the remaining $75,000.00
of the total combined sum of $150,000.00. On July 19, 2007, the Company
paid the remaining $75,000 to Mssrs. DeVries and Mariani releasing the Company
and its agents from the judgment and all of the claims of Mssrs. DeVries and
Mariani.
 
 The
Company has been named as a defendant in a lawsuit filed in the Circuit Court of
the 11th
Judicial Circuit in Miami-Dade County, Florida, Case No. 08-79227CA25. The
Company’s former Chief Executive Officer, Jerri Palmer, has instigated the
lawsuit against the Company alleging Breach of Contract and Unjust
Enrichment.  Ms. Palmer is claiming damages in excess of $15,000. Ms.
Palmer was the Company’s Chief Executive Officer from December 5, 2005, until
her resignation on May 19, 2006. The Company believes that Ms. Palmer’s claims
are without merit and intends to vigorously defend itself. The Company has
alleged counter claims against Ms. Palmer for breach of contract and breach of
fiduciary duty.
  F-13




ITEM
9.               
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING


AND
FINANCIAL DISCLOSURE





There have been no disagreements
between the Company and Meyler & Company, LLC (“MC”) in connection with any
services provided to us by each of them for the periods of their engagement on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure.





No accountant’s report on the financial
statements for the past two years contained an adverse opinion or a disclaimer
of opinion or was qualified or modified as to uncertainty, audit scope, or
accounting principles, except such reports did contain a going concern
qualification; such financial statements did not contain any adjustments for
uncertainties stated therein. In addition, MC did not advise the Company with
regard to any of the following:




1.
                That internal
      controls necessary to develop reliable financial statements did not exist;
      or2.
                That
      information has come to their attention, which made them unwilling to rely
      on management’s representations, or unwilling to be associated with the
      financial statements prepared by management;
or




3.
            That
      the scope of the audit should be expanded significantly, or information
      has come to the accountant’s attention that the accountant has concluded
      will, or if further investigated might, materially impact the fairness or
      reliability of a previously issued audit report or the underlying
      financial statements, or the financial statements issued or to be issued
      covering the fiscal periods subsequent to the date of the most recent
      audited financial statements, and the issue was not resolved to the
      accountant’s satisfaction prior to its resignation or dismissal. During
      the most recent two fiscal years and during any subsequent interim periods
      preceding the date of each engagement, we have not consulted MC regarding
      any matter requiring disclosure under Regulation S-K, Item
      304(a)(2).





ITEM
9A.             CONTROLS
AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





The Company's Chief Executive Officer
and its Chief Financial Officer (collectively, the "Certifying Officers") are
responsible for establishing and maintaining disclosure controls and procedures
for the Company. Such officers have reviewed our disclosure controls and
procedures as of the end of the period covered by this Annual Report on Form
10-K. The Certifying Officers have concluded that the Company's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in this report is accumulated and communicated to the
Company's management, including its principal executive officers as appropriate,
to allow timely decisions regarding required disclosure. The Certifying Officers
also have indicated that there were no significant changes in the Company
internal controls or other factors that could significantly affect such controls
subsequent to the date of their evaluation, and that there were no corrective
actions necessary with regard to any significant deficiencies and/or material
weaknesses.





ITEM
9A(T).       CONTROLS AND
PROCEDURES





Management's
Annual Report on Internal Control Over Financial Reporting





Our management is also responsible for
establishing and maintaining adequate "internal control over financial
reporting" of the Company, as defined in Rule 13a-15(f) of the Exchange Act.
Internal control over financial reporting is defined as a process designed by,
or under the supervision of, the issuer's principal executive and principal
financial officer and effected by the company's board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A
company's internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.





Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.


12





Management of the Company, our Chief
Executive Officer and Chief Financial Officer, conducted an evaluation of the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2008 not pursuant to any established framework other than their
review of the Company’s procedures for financial reporting and their review of
the Company’s current reporting obligations. In connection with this evaluation,
Company management did not identify any material deficiencies. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our internal controls over financial reporting were effective as of the end
of the period covered by this report.





Our management, including our principal
executive officer and principal financial officer, does not expect that our
disclosure controls and procedures or our internal controls will prevent all
error or fraud.  A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.  Further, the design of a
control system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs.  Due
to the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, have been detected.





This annual report does not include an
attestation report of the Company's independent registered public accounting
firm regarding internal control over financial reporting. Management's report
was not subject to attestation by the Company's independent registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's report in this
annual report.





There was no change in our internal
control over financial reporting that occurred during the fiscal quarter ended
December 31, 2009, that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.





ITEM
9B.             OTHER
INFORMATION





On April 17, 2008, the Company entered
into a Stock Exchange Agreement whereby the Company acquired 100% of the
outstanding capital stock of Genmed B.V., a company organized in The
Netherlands, for a purchase price equal to 48,000,000 shares of restricted
common stock of Genmed and warrants to purchase 24,000,000 shares of restricted
common stock of GenMed at an exercise price of $0.10 per share.  Also
On April 17, 2008, the Company also entered into a General Release and
Settlement Agreement with certain entities whereby the Company issued 75,000,000
shares of its restricted common stock, and issued warrants to purchase
39,000,000 shares of common stock of the Company, to such entities in order to
settle all accounts and disputes between the Company and such
entities.





On April 17, 2008, the Company entered
into a consulting agreement with London Finance Group, Ltd. whereby the Company
issued 2,400,000 shares of its restricted common stock, and issued warrants to
purchase 2,400,000 shares of common stock of the Company to London Finance
Group, Ltd. Also on April 17, 2008, the Company entered into a consulting
agreement with Total Look, B.V.





On April 17, 2008, Mr. Roy Piceni,
resigned as the Company’s Chief Executive Officer, and Mr. Erwin R. Bouwens was
appointed as Chief Executive Officer, President, and director of the Company,
effective April 17, 2008.





Subsequent to December 31, 2008, on or
around April 11, 2009, the parties to the Stock Exchange Agreement, General
Release and Settlement Agreement, and the consulting agreement described above
agreed and formalized by written agreement to the cancellation of all of the
warrants issued to such agreements, and to the cancellation and re-issuing of
certain shares issued pursuant to such agreements, and to the cancellation of
the consulting agreement with the London Finance Group, including the
cancellation of the shares and warrants that have been issued to the London
Finance Group as part of this agreement. See Exhibit 1.02 hereto, Release and
Settlement Agreement between the Company, Joost de Metz , Willem
Blijleven,  E.R. Bouwens Beheermaatschappij B.V.,  Medical
Network Holding BV , Total Look, BV , London Finance Group,
Ltd.,  Dojo Enterprises, LLC,  Hyperion Fund,
L.P.,  The Palisades Capital, LLC 401(k) Profit Sharing Trust , The
Morpheus 2005 Trust dated December 1, 2005 , Burton Partners, LLC , Picasso,
LLC  and Glacier, LLC


13





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
      Company
                      Since
                    
                    Director/PositionErwin
      R. Bouwens
                    
                    46
                    
                    4/2008
                    
                    Chief Executive Officer, Chairman of
                      the Board of DirectorsRandy
      Hibma
                    
                    37
                    
                    1/2004
                    
                    Chief
      Financial Officer, DirectorRoy
      Piceni
                    
                    40
                    
                    12/2003
                    
                    N/A




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.





Mr. Roy Piceni -
Mr. Piceni served as Chief Executive Officer of the Company from December
19, 2003 until December 5, 2005. Between December 5, and May 19, 2006, the
Company Chief Executive Officer was Ms. Jerri Palmer. After the resignation of
Ms. Palmer, Mr. Piceni again became the Chief Executive Officer of the Company,
remaining in that position until April 17, 2008. Prior to joining our Company,
Mr. Piceni was the founder of Satellite Newspapers Worldwide and has been
its Chief Executive Officer since 2000. From 1995 to 2000, Mr. Piceni was
employed with Eurostar as its Chief Executive Officer.





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 audit committee independent 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.





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 Roy Piceni have not filed their Form 3’s in
a timely manner.


14





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, 2006 and 2007 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
                                                
                                                2008
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0Chief
      Executive OfficerRandy
      Hibma
                                                
                                                2008
                                                
                                                $
                                                69,900
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                69,900Chief
      Financial Officer
                                                
                                                2007
                                                
                                                $
                                                60,000
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                60,0002006
                                                
                                                $
                                                60,000
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                60,000Roy
      P. Piceni (1)
                                                
                                                2008
                                                
                                                $
                                                36,000
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $2007
                                                
                                                $
                                                140,000
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                140,0002006
                                                
                                                $
                                                140,000
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                0
                                                
                                                
                                                $
                                                140,000





(1)





Employment
Contracts





The
Company currently has one employment agreement with Mr. Randy Hibma, the
Company’s Chief Financial Officer. The employment agreement between Mr. Hibma
commenced October 1, 2006 and which has been renewed on October 1, 2008 provides
for a monthly salary of approximately $8,300 per month plus reasonable travel
expenses.





Option
Contracts





On December 1, 2004, the Company
granted options to purchase 24,309,000 pre-split shares of the Company's common
stock to consultants with an exercise price of $0.06 per share.  Such
options vested immediately and will expire five years from the issuance
date. The compensation associated with these options was expensed in 2004.
The Company’s former Chief Executive Officer and Chief Financial Officer were
recipients of options to purchase common stock of the Company in such stock
option plan as follows (stated in share amounts prior to the Company’s January
28, 2008, 1-for-2000 reverse stock split):





Name
                
                Number of Shares
                
                
                Option PriceRoy
      P. Piceni
                
                
                5,475,000
                
                
                $
                .06Randy
      Hibma
                
                
                2,102,400
                
                
                $
                .06





Adjusted for the Company’s 1-for-2000
reverse stock split of January 28, 2008, the Company’s aggregate common stock
options of December 1, 2004 equal 12,154 shares of the Company’s common stock
with an exercise price of $132.00 per share.  Adjusted for the
Company’s 1-for-2000 reverse stock split of January 28, 2008, Mr. Piceni has
options to purchase 2737, and Mr. Hibma has options to purchase 1051 shares of
the Company’s common stock.





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.


15


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, 2008. The information in this table provides
the ownership information for:





§
            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
                                              Rontgenlaan27, 2719 DX
      Zoetermeer, The Netherlands
                                            
                                            
                                            91,038,826
                                            (1)(2)
                                            
                                            
                                            73.9
                                            %Common
      Stock
                                            
                                            Randy
      Hibma
                                              Rontgenlaan27, 2719 DX
      Zoetermeer, The Netherlands
                                            
                                            
                                            1,051
                                            (3)
                                            
                                            
                                            0.0
                                            %Common
      Stock
                                            
                                            Officers
      and Directors as a group (two persons)
                                            
                                            
                                            91,039,877
                                            
                                            
                                            
                                            73.9
                                            %





(1)
              Mr.
      Bouwens’ share ownership consists of 29,860,000 shares of common stock
      held by E.R. Bouwens  Beheermaatschappij B.V., 6,000,000 shares
      of common stock held by Medical Network Holding B.V. (Mr.
            Bouwens is owner and controlling officer of
      both entities), and 55,178,826 shares of common stock held by Total Look
      B.V., of which Mr. Bouwens is a 50%
owner.
 
 (2)
              Mr.
      Bouwens has a contractual right of first refusal to purchase 6,000,000
      shares of common stock of Mr. J.E. de     Metz and
      6,000,000 shares of common stock of Mr. W. Blijleven. If Mr. Bouwens were
      to acquire all 12,000,000       shares of common
      stock, assuming the same number of outstanding shares, his ownership would
      then consist of         
      103,038,826 shares of common stock of the Company, or 83.6% of the common
      stock of the Company.
 
 (3)
              Represents
      shares of common stock of the Company that Mr. Hibma has an option to
      acquire at $132 per share on or before December
  2009.


ITEM
13.             CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS,


AND
DIRECTORINDEPENDENCE





Media Finance en Suisse Holding GmbH.On March 31, 2006, the Company’s subsidiary Satellite Newspapers Suisse
GmbH of Zug, Switzerland entered into a binding Secured Debenture Purchase
Agreement whereby the Company sold $2,700,000 original principal amount of
Series A Premium Secured Convertible Debenture (the “Debenture”) and its two
subsidiaries Satellite Newspapers Content BV and Satellite Newspapers Trading
BV, to Media Finance en Suisse Holding GmbH, for a total aggregate consideration
of Two Million Seven Hundred Thousand ($2,700,000) U.S. Dollars. The Debentures
are in the principal amounts of two million seven hundred thousand ($2,700,000)
US Dollars, bear interest at the annual rate of Eight (8%) Percent, and are
convertible into the shares of common stock of the Company at the conversion
rate of $0.005 per share or 50% of the market price if the stock trades below
$0.005.





On June
28, 2006, Media Finance en Suisse Holding GmbH converted $2,100,000 of its
convertible debentures into Class A Preferred Stock of the Company. The
conversion rate of the debenture was $0.0015, being 50% of the closing stock
price at June 28, 2006.  On January 12, 2007, Media Finance en Suisse
Holding GmbH converted the final $600,000 of its debentures into Class A
Preferred Stock of the Company. The conversion rate used for this conversion was
$0.00115, being 50% of the closing stock price at January 12, 2007. The Company
issued shares of its preferred stock because authorized common stock was
unavailable. The Company issued shares of its preferred stock because authorized
common stock was unavailable.  Such preferred stock was thereafter
converted into shares of common stock of the Company pursuant to the General
Release and Settlement Agreement of April 17, 2008.


16





Note.The Company has received
advances from individuals related to the former Chief Executive Officer at
various times for working capital and to fund required operating expenses. Such
advances are unsecured and bear interest as the rate of 8% per
year.  The amount outstanding including unpaid interest as of December
31, 2008 and December 31, 2007 aggregate $861,891 and $587,533,
respectively.





Acquisition of Genmed B.V..On
April 17, 2008, Genmed Holding Corp. ("Genmed," or the “Company”) entered into a
Stock Exchange Agreement (the "Stock Exchange Agreement") with Joost de Metz
(“de Metz”), Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and
Medical Network Holding BV (“MNH,” and collectively with de Metz, Blijlevens and
Bouwens, the “Shareholders”). The Shareholders were holders of 100% of the
outstanding capital stock of Genmed BV (“GMBV”), a company organized in The
Netherlands.




Pursuant
to the Stock Exchange Agreement, Genmed agreed to purchase from the Shareholders
18,000 restricted shares of the registered and outstanding capital stock of GMBV
(the “GMBV Shares”), representing 100% of its outstanding capital stock, for a
purchase price equal to 48,000,000 shares of restricted common stock of
Genmed and the issuance of 24,000,000 warrants at $0.10 per share.





Subsequent
to December 31, 2008, on or around April 11, 2009, the ‘Shareholders’ entered
into a Release and Settlement Agreement in which the parties agreed to the
cancellation of all the warrants that have been issued pursuant to the Stock
Exchange Agreement of April 17, 2008.





The fair
value of the assets acquired is as follows:





Cash
                                      
                                      $
                                      4,993Receivables
                                      
                                      
                                      17,513Fair
      Value of Medical Registration Rights
                                      
                                      
                                      14,600,000Liabilities
      Assumed
                                      
                                      
                                      (6,153
                                      )14,616,353Fair
      value of 48,000,000 shares @ $0.51 per share
                                      
                                      
                                      34,361,923Impairment
      of Goodwill
                                      
                                      $
                                      19,745,570





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, 2008 and December 31, 2007 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 2008
                        
                        
                        FISCAL YEAR 2007Meyler
      & Company, LLC(i),
      (ii) Audit Related Fees
                        
                        $
                        32,380
                        
                        
                        $
                        39,050(iii)
      Tax Fees
                        
                        $
                        0
                        
                        
                        $
                        0(iv)
      All Other Fees
                        
                        $
                        0
                        
                        
                        $
                        0TOTAL
      FEES


17





FIRM
                    
                    FISCAL YEAR 2008
                    
                    
                    FISCAL YEAR 2007Meyler
      & Company, LLC
                    
                    $
                    32,380
                    
                    
                    $
                    39,050




PART
IV





ITEM
15.             EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





(a)          Exhibits:





Exhibit Number
              
              Document Description3.1
              
              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.





18





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, 2008.10.1
                
                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, LLC10.3
                
                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
                
                Certification
      Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002





19




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:
      May 15, 2009
                                        /s/ 
      Erwin R. BouwensErwin
      R. Bouwens, Chief Executive Officer and Chairman of the Board of
      DirectorsDated:
      May 15, 2009
                                        /s/
      Randy HibmaChief
      Financial
Officer


20