UNITED STATES
SECURITIES AND EXCHANGE COMMISSION               WASHINGTON, DC  20549                FORM 10-K

/A (Amendment #1)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934   X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________  Commission File No. 000-53750                 PROTEONOMIX, INC. (Exact Name of Registrant As Specified In Its Charter)    Delaware13-3842844(State Or Other Jurisdiction Of
Incorporation Or Organization)(I.R.S. Employer Identification No.)  14

0 East Ridgewood Avenue, Suite 415, Paramus


5Highview Terrace, Hawthorne

, NJ 07

652


506 (Address of Principal Executive Offices and Zip Code)  Registrants Telephone Number, Including Area Code: (973) 949-419

5


3   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ___ No ü  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ___ No ü  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 ü    No ___  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ü No __   Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.  [   ]  1 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 definition 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 [  ] Smaller Reporting Company [ü]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes __ No ü  The aggregate market value of the voting common equity held by non-affiliates based upon the average of bid and asked prices for the Common Stock on December 30, 2011, the last business day of the registrants most recently completed fiscal year as quoted on the OTC Bulletin Board was approximately $2,725,981.13.  The number of shares outstanding of the registrants common stock, as of

 August 20


March 21

, 2012, was 7,

910


885

,556.                  DOCUMENTS INCORPORATED BY REFERENCE None.                                     2    NOTE REGARDING FORWARD-LOOKING STATEMENTS  Our disclosure and analysis in this Report contains forward-looking statements which provide our current expectations or forecasts of future events.  Forward-looking statements in this Report include, without limitation: information concerning possible or assumed future results of operations, trends in financial results and business plans, including those related to earnings, earnings growth, revenue and revenue growth; statements about the level of our costs and operating expenses relative to our revenues, and about the expected composition of our revenues; statements about expected future sales trends for our products; statements about our future capital requirements and the sufficiency of our cash, cash equivalents, and available bank borrowings to meet these requirements; information about the anticipated release dates of new products; other statements about our plans, objectives, expectations and intentions; and other statements that are not historical fact.  Forward-looking statements generally can be identified by the use of forward-looking terminology such as believes, expects, may, will, intends, plans, should, seeks, pro forma, anticipates, estimates, continues, or other variations thereof (including their use in the negative), or by discussions of strategies, plans or intentions.  Such statements include but are not limited to statements under Part I, Item 1A - Risk Factors, Part II, Item 7 - Managements Discussion and Analysis of Financial Condition and Results of Operations, Part I, Item 1  Business and elsewhere in this Report.  A number of factors could cause results to differ materially from those anticipated by such forward-looking statements, including those discussed under Part I, Item 1A - Risk Factors and Item 1 - Business of this Report. The absence of these words does not necessarily mean that a statement is not forward-looking.  Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements.  Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including factors described in Part I, Item 1A

-




 Risk



Factors



of this Report.  You should carefully consider the factors described in Part I, Item 1A

-




 Risk






Factors in evaluating our forward-looking statements.  You should not unduly rely on these forward-looking statements, which speak only as of the date of this Report.  We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report, or to reflect the occurrence of unanticipated events.  You should, however, review the factors and risks we describe in the reports we file from time to time with the Securities and Exchange Commission (SEC).                                         3    PROTEONOMIX, INC. TABLE OF CONTENTS  PART I 45  ITEM 1.     BUSINESS 4

5  ITEM 1A.  RISK FACTORS 14

25  ITEM 1B.  UNRESOLVED STAFF COMMENTS 21

40  ITEM 2.  PROPERTIES 21

40  ITEM 3.  LEGAL PROCEEDINGS 21

40  PART II 2141 ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES2141  ITEM 6.  SELECTED FINANCIAL DATA 22

42  ITEM 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23

42  ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 40

63  ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 40

63  ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES 41

63  ITEM 9A(T).  CONTROLS AND PROCEDURES 41

64  ITEM 9B.  OTHER INFORMATION 42

65  PART III 4265  ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 42

65  ITEM 11.  EXECUTIVE COMPENSATION 45

68 ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS5073  ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 52

74  ITEM 14.  PRINCIPAL ACCOUNTiNG FEES AND SERVICES 53

75  PART IV 5476  ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 54

76      SIGNATURES 56

79  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2  CONSOLIDATED BALANCE SHEETS F-3  CONSOLIDATED STATEMENTS OF OPERATIONS F-4  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) F-5  CONSOLIDATED STATEMENTS OF CASH FLOWS F-6  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7  4    PART I  ITEM 1.     BUSINESS General Business Overview We are a biotechnology company engaged in the discovery and development of



cell therapeutics, tissue banking services and cosmeceutical products. Our technologies are embodied in patent applications including but not limited to: a medium and scaffolding for enhancing the growth of



cells, a growth platform for



cells,

,

 a device to eliminate malformed



 cells via filtration. We have developed products utilizing our intellectual property including but not limited to an anti-aging cosmeceutical based on our NC138 protein matrix UMK 121 and the StromaCel cardiac treatment.  We have utilized our management and advisory team in conjunction with third party universities and research centers to develop these products and technologies.

We have further developed an innovative business model for early commercialization and expedited FDA trials for our products and services through an international network of laboratories. Company Overview Cosmeceuticals  We have developed a range of anti-aging

and wound care pr


prod


od

ucts, that we intend to manufacture, market and sell through our Proteoderm subsidiary based on a stem cell secreted matrix of proteins that stimulate collagen. Cell Therapies  We are developing a diverse array of therapies for major diseases such as cardiac arrest and diabetes. Our first product, StromaCel cellular material for post-myocardial infarction patients that we intend to bring to FDA trials in 2012 in conjunction with our new cellular expansion technology

..  As of December 31, 2011 the Company has not filed an IND with the FDA for its StromaCel treatment.  The Company intends to raise sufficient funds over the next twelve months (please see Risk Factors associated with FDA trials at Page 25


__


) in order to file such application with the FDA and to contract with third party to conduct such study and to retain the services of an IRB for such trial. Pre-clinical studies evidenced sufficient efficacy of similar cells used in StromaCel therapy to continue to pursue the utilization of the cells in a human clinical trial.  The benefit of using the cells to treat post-myocardial infarction is the anti-inflammatory effect of StromaCel on damaged cardiac tissue.  Business Model  We are seeking to establish an international network of laboratories through which we intend to reach market earlyfor treatments still in FDA trials while simultaneously expediting the FDA trials with the data collected from the treatment.

 As of December 31, 2011, and the date of this report, we have not established any network of laboratories either domestic or international.  Pharmacological  Our first pharmacological product, currently named UMK 121, provides for the in vivo mobilization of specific bone marrow cells. The pre-clinical studies were conducted in rodents and a large animal model to confirm the potential of the UMK-121 technology to mobilize Stromal Stem Cells (SSCs) into the peripheral blood of animals, thereby making the SSCs available for therapeutic uses. The Company has created a wholly owned subsidiary, Thor Biopharma Inc. (THOR) to develop and commercialize the UMK 121. THOR ha

d


s

negotiated an agreement with the University of Miami on

the implementation of

a human clinical trial

 of UMK-121, but this trial was terminated by the University in April, 2012

..

 The Company is continuing to seek a new facility to conduct the trial. Technology Overview We have worked together with independent outside laboratories and national universities to develop a portfolio of complementary and synergistic technologies covering all steps in the Regenerative Therapy process. These steps include: Cell Identification  Stem cells occur in various organs in the body, identifying the desired cells from all other cells is the first step towards a treatment. We have filed patent applications for biomarkers specifically identifying Islet Cells in the pancreas for diabetes treatment and Stromal Cells in bone marrow for cardiac treatment, marketed under the brand name StromaCel. Cell Isolation  Once the cells are identified, the desired cells must be isolated from all others to create a pure material to increase efficiency and reduce rejection. This is the second step towards a treatment. We have filed patents on a method of stem cell isolation for various applications. 5 Cell Conversion  For some treatments, the Stem Cells must be converted from one type to another. We have filed a patent for conversion of pancreatic stem cells into insulin producing beta cells as part of our diabetes research. Cell Expansion  Once the desired cells have been identified, isolated, and converted for the desired result, the quantity must be dramatically increased in number. Current technology is generally limited to a five-generation increase in cells before differentiation (replication errors). We have developed a unique growth medium and matrix that currently shows many additional generations without differentiation.

 We have filed a patent application together with John Hopkins University and are currently prosecuting same.  This technology is distinguished from other technologies in the manner in which the cells are replicated. The technology involves the utilization of a cellular platform rather than other technologies that involve a device, such as Pluristem Therapeutics PluriX three-dimensional process.  5 Cryopreservation  The final step in treatment is the preservation of the material for storage and transport. We have developed a technology that decreases the numbers of cells lost during the cryopreservation and thawing process and further reduces the chances of contamination.  Proteoderm, Inc. We have developed cosmeceutical products based on patent applications of our stem cell derived proteins Matrix NC-138 (NC138") technology

,

 which we have assigned to our subsidiary, Proteoderm. Cosmeceutical" is a word blended from cosmetic" and pharmaceutical" and is defined as a cosmetic with active pharmaceutical ingredients. Proteoderm introduced our cosmeceutical at the Anti-Aging Conference sponsored by the American Academy of Anti-Aging Medicine held in National Harbor, Maryland in August, 2008 by manning a kiosk and providing samples of our cosmeceutical kits to participants, primarily physicians and industry leaders. Proteoderm has developed an anti-aging kit consisting of a day cream, night cream, cleanser, exfoli

ator


ant

 and under eye cream under the brand name Matrix NC-138." We anticipate that the cosmeceutical kits will be ready for shipment to customers as soon as the production process is complete, estimated, in the fourth quarter 2012.

This launch was delayed due to inability to manufacture NC-138 due to lack of funds.  We also recognized that we needed to have a INCI nomenclature, discussed herein below. Further, The Company also failed to complete a manufacturing agreement to produce the containers and packaging for its cosmeceutical line due to lack of sufficient funds.These impediments have been removed in large part and we anticipate signing the agreements to manufacture both the NC-138 and the packaging materials in thefourth quarter of 2012. Proteoderm designs, produces and synthesizes proteins, and polypeptides (chains of linked amino acids which when folded in a particular three-dimensional configuration, become protein) secreted by stem cells and incorporate them into uniquely formulated personal care products. Its business concept is to develop and commercialize products based upon sophisticated, high performance biomaterials exclusively for use in the cosmetics and personal care markets. Our marketing and promotional efforts will feature the anti-aging and anti-wrinkle properties of our products formulated with NC-138. We believe that cosmeceuticals containing our Matrix NC 138 can be topically applied to consumers skin and can be taken up into the outer skin layers to enhance the natural formation of collagen. In

ex

vivo studies using an emulsion containing 3% Matrix NC-138 on where volunteers against a placebo in a half-face double blind study were reviewed.

Six v


V

olunteers

from New York, New Jersey and Connecticut

were asked to apply the cream twice daily for six weeks on the crow

s

 feet area. Several parameters were analyzed after six weeks: skin profile, skin hydration and a self assessment on the product given by panelists through a questionnaire.

The studies were conducted during 2008 and 2009.   6 On the basis of

the ex


in

 vivo studies, we believe that our cosmeceutical refines skin texture and gives suppleness to the skin thus contributing to a youthful look.

We believe this from a totally subjective consideration of the aesthetic appearance of the subjects.

However, the research, data and conclusions regarding our cosmeceutical have not been independently verified and the merits of our claims have not been subject to independent evaluation by experts in the cosmeceutical field. The results of our efficacy tests have based on observations of and have not yet been replicated. In addition, there are no established standards for test procedures, methodology or documentation by which companies marketing cosmeceuticals must adhere before making claims about their products' efficacy.  The Personal Care Products Council (PCPC"), formerly known as the Cosmetic, Toiletry and Fragrance Association, is a leading national trade association for the cosmetic and personal care products industry. It is a trusted source of information for and about the industry and a vocal advocate for consumer safety and continued access to new, innovative products. The PCPC has adopted a Consumer Commitment Code to formalize many existing product safety practices and to demonstrate its members commitment to safety. The PCPC does not regulate but provides information on national and international regulation. We have applied to the PCPC. We presently adhere to the Personal Care Products Council Consumer Commitment Code, including filing timely reports with the FDA regarding manufacturing and ingredient usage, and will continue to do so after our membership application is accepted. However there is no penalty for failure to follow the code. The following principles summarize the code: A company should market cosmetic products only after ensuring that every ingredient and finished product has been substantiated for safety and concentrating whether through the CIR or other appropriate data and information, including adverse events, should be available for inspection by the FDA and should maintain a safety information summary of ingredient and product safety information.   6 The Cosmetic Ingredient Review (CIR") Expert Panel is an independent, nonprofit panel of scientists and physicians established in 1976 to assess the safety of ingredients used in cosmetics in the U.S. with the support of the U.S. Food and Drug Administration and the Consumer Federation of America in an open, unbiased, and expert manner, and to publish the results in the peer-reviewed scientific literature. The CIR is now an independent organization, the mission of which is to review and assess the safety of ingredients used in cosmetics in an open, unbiased, and expert manner, and to publish the results in the peer-reviewed scientific literature. Although funded by the PCPC, CIR and the review process are independent from the Council and the cosmetics industry. General policy and direction are given by a six member Steering Committee chaired by the President and CEO of the PCPC, with a dermatologist representing the American Academy of Dermatology, a toxicologist representing the Society of Toxicology, a consumer representative representing the Consumer Federation of America, an industry scientist (the current chair of the PCPC CIR Committee), and the PCPC Executive Vice President for Science We filed an application to the CIR for our proprietary Matrix NC-138 and it was recently approved. All other ingredients are on the approved list. These ingredients include water, a sun block, oils, thickening agents, moisturizers and fragrances. The approved list of cosmetic ingredients may be found at http://www.cir-safety.org/staff_files/pdf4.pdf. The CIR Procedures established an Expert Panel to set priorities and review and assess ingredient safety data. The seven CIR Expert Panel voting members are physicians and scientists who have been publicly nominated by consumer, scientific, and medical groups; government agencies; and industry. Expert Panel members must meet the same conflict of interest requirements as individuals serving on FDA advisory committees. Three liaison members serve as nonvoting members representing government, consumers, and industry. With participation of these liaison representatives from FDA, CFA, and the Council, the CIR Expert Panel creates a unique forum for open discussions on issues affecting public safety. CIR staff members conduct extensive literature searches, compile data, and prepare draft reports on high-priority ingredients. They organize the literature into several categories: chemistry (including physical properties and manufacture), use (cosmetic and non-cosmetic), general biology (with absorption, distribution, metabolism, and excretion data), and animal toxicology (acute, short-term, subchronic, and chronic studies, as well as dermal irritation and sensitization data). 7 The staff also prepares a clinical assessment of the ingredients that may include epidemiologic studies, along with classic repeated insult patch tests. In vitro test data are also gathered and incorporated into the review. At each stage of the process, CIR seeks the input of all interested parties during a formal 60-day comment period. If the open scientific literature contains insufficient information, the Expert Panel will call on industry or other interested parties to provide unpublished data or to undertake specific studies. After multiple opportunities for public comment and open, public discussion, a final safety assessment is issued. The Panel may make one of four basic decisions regarding an ingredient: · Safe ingredients . Ingredients safe in the practices of use (product categories) and concentrations of use for each product category as documented in the safety assessment. · Unsafe ingredients  These are ingredients with specific adverse effects that make them unsuitable for use in cosmetics. · Safe ingredients, with qualifications.  The Panel may reach the conclusion that an ingredient can be used safely, but only under certain conditions. Qualifications frequently relate to maximum concentration, but may also address rinse-off versus leave-on uses and other restrictions. · Ingredients for which the data are insufficient.  If the Panel reaches an insufficient data conclusion, it does not state whether the ingredient is safe or unsafe. The Panel is, however, describing a situation in which the available data do not support safety. The specific data that would allow the Panel to complete its assessment always are identified. CIR safety assessments are made available as monographs and are published in the International Journal of Toxicology. Each year, CIR publishes the CIR Compendium, a comprehensive collection of findings from all CIR reports.  7 Recognizing that new information may be available on safety assessments completed years ago, the Expert Panel may re-review of assessments that are more than 15 years old or for which there is some new information known to the Panel. If there are relevant new data, the Panel will consider the need for an amended safety assessment. If the search for newly available data fails to uncover information relevant to ingredient safety, or if the new data duplicate information already in the safety assessment, the Expert Panel will not reopen the safety assessment. Although we believe that the results of our preliminary

ex


in vitro and in

 vivo studies are determinative of the efficacy of our cosmeceutical, we plan to perform a more formal and more extensive study for marketing purpose.  The multi-center efficacy study is on a larger scale than previous tests we have conducted of the effects of the Proteoderm skin care line on aged skin, particularly wrinkles. The study is designed as a split-face study (i.e. one half the face using our cosmeceutical and the other the creams or lotions presently used by the participants in the study), conducted over the course of a twelve-week period for 150 patients. We anticipate that the study will commence

as soon as shipment of product begins


during 2012

 as we anticipate having a sufficient number of cosmeceutical kits and other materials for the test. We plan to ship our kits to customers prior to the completion of the study. The study participants will be photographed immediately prior to commencement of the study, and every two weeks thereafter. Study Materials are expected to total 30-40 pages, including, but not limited to: · patient and Investigator questionnaires; · patient consents (subject to approval of the Companys counsel); · instructions to patients and to investigators; · written agreements of the Investigators to participate in the Study; · study protocol (design of the Study); · patient logs;

 and · patient assessment forms

..


; and · other materials deemed by Dr. Khan to be necessary or advisable. · Raw materials will be manufactured by the University of Miami. 8 Competition While we are unaware of any companies that have cosmeceutical technologies similar to the ones we have developed, there are a substantial number of companies are offering anti-aging cosmetics. Many physicians offer Botox and laser therapies.

None of them includes a protein such as our patent pending protein, NC-138, which occurs in women during pregnancy.

Pending the outcome of further testing of our cosmeceutical, we are not claiming that our cosmeceutical has more advantageous anti-aging properties than other products. Many companies claim to offer stem-cell related products but none that we are aware of have obtained CIR INCI name as a new compound. The

University of Miami ha

d


s

 entered into an exclusive agreement with us to manufacture Matrix NC-138TM as a product for our subsidiary Proteoderm.

University of Miami manufactures the material in a good manufacturing facility (cGMP)

.. The agreement with University of Miami has expired and we

were


are

 negotiating an extension.

In the absence of successful negotiation, we will have to seek another supplier; and there is no assurance that we can find one

..

However, the relationship with the University of Miami ended in April 2012 and the Company is now seeking other manufacturing facilities. There can be no assurance that a manufacturing agreement will be executed, or if executed, performed. Thor Biopharma, Inc. On January 3, 2011 the Company formed a new subsidiary, Thor BioPharma, Inc., in order to provide an entry into the pharmaceutical market. On March 2, 2011, The Company entered into an agreement with The Cohen McNiece Foundation, Inc. (the "Foundation"), a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology ("UMK-121") which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer

,

 which will sublicense UMK-121 to its wholly owned subsidiary Thor BioPharma. The Issuer is required to make milestone payments to the Foundation upon 1) the issuance of a patent

 requiring payment to the Foundation of 50,000 shares of the Companys common or $100,000 at the option of the Foundation

, 2) completion of Phase III trials

 requiring payment of $200,000 to the Foundation

 and 3) commercialization which will require the payment of a 3% royalty on net sales.

This License may be terminated for any of the following:  Foundation has the right to terminate the License, upon written notice, in the event the Company breachs the obligation to pay the above described payments due upon issuance of a patent or the $200,000 due upon completion of a Phase III trial, but the Company has thirty (30) days to cure a breach of non-payment upon notice; or in the event of breach by the Company of any obligation to pay the 3% royalties or if assigned 3% of all payments received by the Company from the assignee; or in the event of any other breach by either Party, the Parties shall have all ordinary recourse to the legal system to enforce this agreement; or the Company has the right to terminate this Agreement by providing ninety (90) days written notice of its intent to terminate this Agreement to Foundation with or without cause.  In the event of termination, such termination shall be without prejudice to Foundation's right to recover all amounts accruing to the Foundation prior to such termination and cancellation.  Except as otherwise provided, should this Agreement be terminated for any reason, the Company shall have no rights, express or implied, under any patent property which is the subject matter of this Agreement, nor have the right to recover any royalties paid to the Foundation..  Upon termination, the Company shall have the right to dispose of Licensed Products then in its possession and to complete existing contracts for such products, so long as contracts are completed within six (6) months from the date of termination, subject to the payment of royalties to the Foundation. The term of the License commences upon the Effective Date of the Agreement and continue until the expiration, worldwide, of all of the Patent Rights. On April 7, 2011, the Company announced that it filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants. The Company, based upon its exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), filed a patent application in April 2011, covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine. 8 The Company and the University of Miami entered into a contract toward the end of 2011 to conduct a human clinical trial of UMK-121 on End Stage Liver Disease patients.  The Company expect

s


ed

 this trial to commence in February, 2012.  

..  This trial was terminated by the University in April, 2012. The Company is continuing to seek a new facility to conduct the trial.  We received notice of FDA permission to commence trial of our UMK-121 on or about August 7, 2012 and we hope to begin our trials within the next sixty (60) days .

The Company believes that the technology has applications in treating kidney, cardiac and lung diseases as well although very little work has been done in those areas. 9 StromaCel,Inc. In an effort to place different technologies and therapies in different subsidiaries, Stromacel, Inc. ("StromaCel") was registered as a Florida corporation on December 24, 2009 by our President and CEO, Michael Cohen, for $168.   In February, 2010 we acquired all of StromaCels authorized shares at cost for $168 and StromaCel became a subsidiary of the Company. StromaCel intends to develop therapies using stromal cells

,

 which are key components of tissues and provide critical cytokines and growth factors as well as the cellular microenvironment for normal homeostasis. A cytokine is a small protein released by cells that affects the interactions and communications between cells and the behavior of cells. A growth factor is a naturally occurring substance capable of stimulating cellular growth, proliferation and differentiation. Homeostasis is a self-regulating process by which a biological system maintains stability while adjusting to changing conditions. Stromal cells provide a niche proliferation environment for stem cells. StromaCel's goal is to study the basic cellular properties of stromal cells and to identify the utility of cellular and protein derivatives in disease repair. With the above in mind, on May 4, 2010, Proteonomix licensed from the

Cohen-McNiece


McNiece


-


Cohen

 Foundation the Stromal Cell technology (Technology) for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The

Cohen-McNiece


McNiece


-


Cohen

 Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have suffered myocardial infarctions.

The term of this License commencedMay 4, 2010 and, unless sooner terminated, terminatesas to individual patent rights in each jurisidiction where such rights may exist upon the expiration of the patent rights in each individual country. Upon expiration in a given jurisdiction, Proteonomix shall continue to have a license on the same terms as prior to patent expiration, except that such license shall be fully paid, perpetual, irrevocable and nonexclusive. To date no payments have been made to the Foundation pursuant to this License. The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 five year, immediately vested stock options at $3.55 per share to Michael Cohen, the Companys president and 50% owner of the Foundation.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  Otherwise, there are no milestone payments contemplated in the License Agreement (License or License Agreement). Each Party shall has the right to terminate this Agreement upon thirty (30) days' written notice to the other upon the occurrence of any of the following:  (a) Upon or after bankruptcy, insolvency, dissolution or winding up or assignment for the benefit of creditors of the other Party (other than a dissolution or winding up for the purpose of reconstruction or amalgamation) or a petition is filed for any of the foregoing and is not removed within ninety (90) days; or  (b) Upon or after the breach of any material provision of this Agreement by the other Party, including, with respect to Proteonomix if the breaching Party has not cured such breach within the thirty (30) day period following written notice of termination by the non-breaching Party. In addition, the License also provides for dispute resolution so that to the extent Proteonomix reasonably and in good faith disagrees with any assertion by the Licensor that there has been a material breach or material default of this Agreement by Proteonomix, and Proteonomix provides written notice to the Licensor of its disagreement and the basis for its belief within fifteen (15) days after Proteonomix receives notice from the Licensor of a breach of the License Agreement. The Agreement will remain in effect and any termination of the Agreement will be suspended pending resolution of such disagreement between the Parties.   10   The License Agreement also provides for specific effects of termination and surviving obligations, to wit: (a) Upon termination of this Agreement, all rights and obligations of the Parties under the Agreement shall terminate; (b) Upon termination of this Agreement by Proteonomix all rights to the Licensed Technology and the Licensed Patents will revert to the Licensor; (c) If properly terminated, any existing sublicenses granted by Proteonomix shall remain in effect and shall be automatically assigned by Proteonomix to the Licensor so that such sublicenses shall become direct licenses between the Licensor and the applicable Sublicensees on the terms set forth in the License Agreement; and (d) Expiration or termination of the Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, the obligations and the rights of the Parties under provisions dealing with patent protection and infringement, indemnification, warranties and payments incurred prior to termination shall survive expiration or termination of the Agreement.  The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 stock options at $3.55 per share to Michael Cohen, the Companys president.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  Otherwise, there are no milestone payments contemplated in the License Agreement. Each Party shall has the right to terminate this Agreement upon thirty (30) days' written notice to the other upon the occurrence of any of the following: (a) Upon or after bankruptcy, insolvency, dissolution or winding up or assignment for the benefit of creditors of the other Party (other than a dissolution or winding up for the purpose of reconstruction or amalgamation) or a petition is filed for any of the foregoing and is not removed within ninety (90) days; or (b) Upon or after the breach of any material provision of this Agreement by the other Party, including, with respect to Proteonomix if the breaching Party has not cured such breach within the thirty (30) day period following written notice of termination by the non-breaching Party. 7.3 Dispute Resolution

. Notwithstanding anything in this Section 7.3 to the contrary, to the extent Proteonomix reasonably and in good faith disagrees with any assertion by the Licensor that there has been a material breach or material default of this Agreement by Proteonomix, and Proteonomix provides written notice to the Licensor of its disagreement and the basis for its belief within fifteen (15) days after Proteonomix receives notice from the Licensor of a breach under this Section 7.3, this Agreement will remain in effect and any termination of this Agreement under Section 7.3 will be suspended pending resolution of such disagreement between the Parties. 7.4 Effect of Termination

; Surviving Obligations. (a) Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement shall terminate, except as set forth in this Article. (b) Upon termination of this Agreement by Proteonomix all rights to the Licensed Technology and the Licensed Patents shall revert to the Licensor. (c) In the event that the license granted to Proteonomix is terminated in accordance with this Article, any existing sublicenses granted by Proteonomix shall remain in effect and shall be automatically assigned by Proteonomix to the Licensor so that such sublicenses shall become direct licenses between the Licensor and the applicable Sublicensees on the terms set forth herein. (d) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, the obligations and the rights of the Parties under Articles 5, 6, 7, 8 and 9 shall survive expiration or termination of this Agreement.  11 The licensed technology utilizes human Stromal Stem Cells (SSC) derived from mesenchymal stem cells, also referred to as MSCs. SSCs can selectively differentiate, based on the tissue environment, into various tissue lineages such as bone, muscle, fat, tendon, ligament, cartilage and bone marrow stroma. In addition, SSCs have anti-inflammatory properties and can prevent fibrosis or scarring. These characteristics give SSCs the potential to treat a wide variety of medical conditions.  In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion

..During August 2012, the McNiece Cohen Foundation, Inc., Stromacel, Inc. and PRTMI were reinstated in the State of Florida, all of them having gone inactive due to nonpayment of franchise taxes.  Being reinstated no issues are believed to exist regarding on-going business operations including:retention of the stromal cell technology currently licensed to StromaCel by the McNieceCohen Foundation, Inc;continued development and license of UMK-121 by the Foundation; and continued development of our translational medicine business under PRTMI. Cord Blood Model We have developed a Cord Blood expansion technology and combined it with an improved Cryopreservation system. These technologies

may

make it possible to change the standard model for Cord Blood Banking. Under our model, Umbilical Cord Blood banking will become a free service to patients and we will increase the donor supply to eliminate shortages. Once we can complete our trials (pre clinical and FDA), we will use our expansion and cryopreservation system to increase the number of usable cells in a donated cord blood unit; and offer a free service to process, cryopreserve and bank one dose per patient for the patients lifetime. The patient must, however, agree to donate all additional doses to transplant patients and parents are given an opportunity to protect their child (patient). At this time the company does not believe that it will



p

u


e

rsue the development of its Cord Blood Banking Model. Regenerative Translational Medicine Regenerative medicine refers to research into treatments that restore adult body parts. There are three strategies for future treatments: the injection of stem cells or progenitor cells; the induction of regeneration by introduced substances; and the transplantation of in vitro grown organs and tissues. Translation Medicine is the emerging view of medical practice and interventional epidemiology, as a natural 21st century progression from Evidence-Based Medicine. It integrates research inputs from the basic sciences, social sciences and political sciences to optimize both patient care and also preventive measures which may extend beyond the provision of healthcare services.   9 Translational Research is the underlying basis for Translational Medicine that is the process which leads from evidence based medicine to sustainable solutions for public health problems. Fulfilling the promise of translational research for improving the health and longevity of the worlds population depends on developing broad-based teams of scientists and scholars who are able to focus their efforts of clinical trials into changes in clinical practice, informed by evidence from the social and political sciences.  We formed Proteonomix Regenerative Translational Medicine Institute, Inc. ("PRTMI") as a Florida corporation on January 5, 2010 and PRTMI RD, SRL incorporated under the laws of the Dominican Republic in February, 2010 as a subsidiary of PRTMI. PRTMI will focus on the translation of promising research in stem cell biology and cellular therapy to clinical applications of regenerative medicine. At present, the PRTMI subsidiary does not have any assets, including technology licenses. We cannot guarantee if and when it will become operational.  12 XGen Medical LLC On August 6, 2010 the Company formed a new subsidiary XGen Medical LLC, a Nevis Islands entity (XGen Medical or XGen). XGen Medical was established with the intention of conducting business in the global medical marketplace. Proteonomix planned on utilizing XGen Medical to serve as a platform for joint ventures with medical facilities worldwide. It was anticipated that new relationships formed with XGen Medical would create medical facilities capable of not just attracting treatments locally, but also acting as hubs for medical tourism. The establishment of a separate subsidiary, XGen Medical LLC., was useful in order to allow Proteonomix to properly enter global markets with the intention of soliciting business through our proprietary PRTMI model.  Under an agreement, two investors were responsible for investing $5,000,000 into XGen Medical in exchange for a 49% interest in XGen Medical.  In exchange for the investment StromaCel was to provide XGen Medical with the technology to practice the cardiac treatment utilizing the technology, and Proteoderm granted distribution rights to cosmeceuticals containing the proprietary stromal cell cosmetic technology in the GCC countries. Due to a default by one of the investors, the remaining investor has indicated that payments toward satisfaction of the contract will be made. To the date of this filing no such payments have been made. The Company plans on litigating to the fullest extent of the law to collect this investment along with any penalties incurred in the default. The negotiations with the second investor failed and the counterparties to the XGen Medical Agreements breached their contract responsibilities. We have assumed one hundred percent (100%) ownership of XGen Medical and are contemplating legal actions against both PatrizioShawalPilati and Valentina Earp-Jones, the counterparties to the XGen Medical Agreement. The minority shareholders that are in default will be pursued by all legal means. Sperm Bank of New York   Reproductive Tissue Storage The Sperm Bank of NY (SBNY) is principally engaged in the processing and cryogenic storage of Sperm. SBNY stores over 2,000 units of Sperm specimens. The specimens are stored in commercially available cryogenic storage units in a third party facility in Mountainside, NJ Reproductive Tissue Storage SBNY offers high quality and competitively priced reproductive tissue services that will include short and longer-term cryogenic storage, inter-facility transportation coordination, and special quarantined cryogenic storage for infectious disease positive specimens. The reproductive tissue storage intends to assure clients of enhanced security for their familys current and future biological tissue cryogenic storage needs. Reproductive tissue storage is also expected to assist clients with the facilitation of future possibilities available for their cryopreserved specimens, including donation for research, anonymous or direct donation. Marketing Marketing Approach SBNY does not have an active Marketing program for its services and relies on Physician referral to obtain clients Competition SBNY believes that growth in the number of Sperm Cryo- Preservation facilities has subsided in the last few years. SBNY competes against many other local and national private sperm Banks. These competitors may have access to greater financial resources. Government Regulation SBNY is required to register with the State of New York and is subject to inspections by the state. As of December 31, 2011 SBNY was in compliance with its New York State regulatory requirements.    13    Federal and state laws govern SBNYs ability to obtain and, in some cases, to use and disclose data that we may need to conduct certain activities. The Health Insurance Portability and Accountability Act of 1996 (HIPAA) requires the Department of Health and Human Services to issue a series of regulations establishing standards for the electronic transmission of certain health information. SBNY is not subject to HIPAA because SBNY does not engage in certain electronic transactions related to the reimbursement of healthcare providers and because tissue procurement and banking activities are exempt. However, the healthcare providers that collect sperm for SBNYs customers are subject to HIPAA. The identifiable information shared is only what is permitted by HIPAA. In 2009, a portion of the American Recovery and Reinvestment Act of 2009 modified HIPAA under the Health Information Technology for Economic and Clinical Health Act (HITECH Act). While SBNY is still not subject to HIPAA for the reasons stated above SBNY may incur material expenses associated with compliance efforts. In addition, compliance may require management to spend substantial time and effort on compliance measures. If SBNY fails to comply with HIPAA, it could suffer criminal and civil penalties. The civil penalties could include monetary penalties ranging from $100 per violation to $1.5 million depending on the level of violation. SBNY may also subject to local, state and federal laws and regulations relating to safe working conditions, laboratory and manufacturing practices and the use and disposal of hazardous or potentially hazardous substances. These laws include the Occupational Safety and Health Act (OSHA), Environmental Protection Agency (EPA), and those of the local Department of Health. Enacted in 1970, OSHA requires all employers to assure safe and healthful working conditions for working men and women through development and implementation of work standards, education, and training. OSHA enforces the standards developed under the Act, applicable to all employers in the U.S. and its territories. The Environmental Protection Agency (EPA) governs the management and proper disposal of products and by-products or waste. These products must be disposed in a manner that does not adversely affect the environment from which it came or where disposed of. The Department of Health on the local level primarily regulates systems and associated equipment employed in recovery activities such as back-up generators; therefore, governing specific internal processes. Evolving legislation and regulations governing sperm banking in various jurisdictions throughout the world may impact SBNY.  Sale of the Sperm Bank of New York In April 2012, the Company sold the Sperm Bank to Albert Anouna, an unrelated party who owned Biogenetics and who had assisted the Company in operating the Sperm Bank since 2006. The sale price was the assumption of the liabilities owed to Mr. Anouna by the Company and the Sperm Bank in the amount of $222,105. The Sperm Bank was sold because it had incurred operating losses for several years and the capital needed to increase revenue was determined to have been better spent on our stem cell therapies and cosmetic products.  History of the Company  Azurel, Ltd. was incorporated on June 26, 1995 in the State of Delaware and marketed a line of fragrances. On February 2, 2001, Azurel filed a voluntary petition for protection from creditors under Chapter 11 in the United States Bankruptcy Court for the District of New Jersey, Newark until it was discharged from bankruptcy in December, 2005. In September 2006, Azurel, Ltd., through a share exchange agreement, acquired National Stem Cell Inc. and its subsidiary, The Sperm Bank of New York and changed its name to National Stem Cell Holding, Inc. National Stem Cell had intellectual property consisting of research into immunological isolation of stem cell populations derived from umbilical cord blood and bone marrow and, in March 2006, began working with the John Hopkins University and developed multiple patents in stem cell expansion, stem cell growth and identification of particular types of stem cells.  14  The Sperm Bank of New York

 (Sperm Bank)

, an operating wholly-owned subsidiary of National Stem Cell, derives its revenue from the sale of donated sperm units to potential parents and from the cryopreservation of sperm units maintained by individuals for future use.

 This service is frequently used by patients who are about to undergo chemotherapy. It also provides sperm donors to donate their sperm for future use by couples and individuals who are considering in vitro fertilization (IVF). The Company provides for donor screening as required by FDA rules 21 CFR 1271 The Sperm Bank is registered and licensed as a tissue bank in New York State. As of October of 2011 the offices of the Sperm Bank which had been located at St. Lukes Hospital in New York, NY closed, The Inventory maintained by Biogenetics and the Sperm Bank of New Jersey was maintained at 187 Mill Lane, Mountainside, NJ 07092. The operations were continued until the sale of the Sperm Bank of New York in April, 2012. On July 8, 2008, the Company formed Proteoderm as a third wholly-owned subsidiary. Through this subsidiary, the Company produces and synthesizes protein polypeptides secreted by stem cells and incorporate them into uniquely formulated personal care products. In August 2008, the Company changed its name to Proteonomix, Inc. In an effort to place different technologies and therapies in different subsidiaries, Stromacel, Inc. ("StromaCel") was registered as a Florida corporation on December 24, 2009 by our President and CEO, Michael Cohen, for $168.   In February, 2010 we acquired all of StromaCels authorized shares at cost for $168 and StromaCel became a subsidiary of the Company. We formed Proteonomix Regenerative Translational Medicine Institute, Inc. ("PRTMI") as a Florida corporation on January 5, 2010 and PRTMI RD, SRL incorporated under the laws of the Dominican Republic in February, 2010 as a subsidiary of PRTMI. PRTMI will focus on the translation of promising research in stem cell biology and cellular therapy to clinical applications of regenerative medicine. At present, the PRTMI subsidiary does not have any assets, including technology licenses. We cannot guarantee if and when it will become operational. StromaCel intends to develop therapies using stromal cells

,

 which are key components of tissues and provide critical cytokines and growth factors as well as the cellular microenvironment for normal homeostasis. A cytokine is a small protein released by cells that affects the interactions and communications between cells and the behavior of cells. A growth factor is a naturally occurring substance capable of stimulating cellular growth, proliferation and differentiation. Homeostasis is a self-regulating process by which a biological system maintains stability while adjusting to changing conditions. Stromal cells provide a niche proliferation environment for stem cells. StromaCel's goal is to study the basic cellular properties of stromal cells and to identify the utility of cellular and protein derivatives in disease repair.  10 With the above in mind, on May 4, 2010, Proteonomix licensed from the

Cohen-McNiece


McNiece


-


Cohen

 Foundation the Stromal Cell technology (Technology) for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The

Cohen-McNiece


McNiece


-


Cohen

 Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have sufferedmyocardial infarctions.The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 stock options at $3.55 per share to Michael Cohen, the Companys president.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion. On June 1, 2010, Proteonomix began to concentrate its Research and Development resources on the development of StromaCel in order to further develop its portfolio of intellectual properties and global partnerships.  15 On May 24, 2010, Proteonomix launched its retail web site, www.proteoderm.com, and began accepting pre-orders for its anti-aging line of skin care products.

The Company never accepted any funds from pre-orders and could not continue with the manufacturing of the products due to lack of funds. The


preorde


preorder rprogram was discontinued in  2011.  The Company received minimal orders. The Companys strategy was to test the market for demand, which it found to be minimal without proper marketing.

Proteoderm contains Matrix NC-138 an anti-aging bioactive ingredient, developed by Proteonomix Inc. Matrix NC-138 is the first product in the Company's pipeline that was a result of the Company's R & D program stem cell and collagen growth. The Company does not anticipate filling orders until the last quarter of 2012

 and does not anticipate any problems in filling orders.

.. On May 28, 2010, Proteonomix completed the development of a new formulation of Proteoderm. The new formulation will only be available at licensed health professionals' offices. The new product, Proteoderm PS (physician strength) is designed to provide a specific dosage of the active ingredient Matrix NC-138, to the patient depending on the patient's skin type and genomic analysis. This should enable the professional to emphasize the use of information about an individual patient to select or optimize that patient's preventative and therapeutic care for their skin. On June 1, 2010 Proteonomix retained Wolfe Axelrod Weinberger Associates (WAW), an investor relations agency for one year.  WAW is to receive $7,500 a month and options to purchase 75,000 shares at a purchase price of $5.00 per share, which vest ratably over the 12 month contract commencing July 1, 2010.  The Company ha

d


s

 a right to terminate the agreement after three months including all fees and stock options.  The maximum stock options to be issued, if terminated, would be 18,750 shares. The Company has expensed $30,000 through December 31, 2010, and issued 10,000 shares of stock in October 2010 to cover 2 additional months of service through November 30, 2010. The Company has not utilized the services subsequent to November 30, 2010 and terminated this agreement at that time. There is currently $15,000 due to Wolfe, Axelrod and Weinberger as of December 31, 2010. The Company has expensed in stock-based compensation 37,500 options at a value of $72,507.

  The Company settled with WAW for $30,000 and the elimination of all outstanding options.  WAW allegedly provided investor relations in the United States from June 1, 2010 through their termination on November 30, 2010. On June 15, 2010 Proteonomix retained Logoform AG, to provide marketing, investor relations and capital raising services for Proteonomix for three months.  Logoform AG received 100,000 stock options @ $5.00 per share exercisable until June 15, 2011, ratably over twelve months commencing July 15, 2010. The Company has expensed 49,998 options through December 31, 2010 as stock-based compensation in accordance with the terms of the agreement. There will be no additional options granted subsequent to December 31, 2010 as the contract has been terminated. The value of the options was $96,673 for the year ended December 31, 2010 relating to these options. Logoform AG also received 50,000 shares of Proteonomix freely tradable, duly authorized and validly issued shares to be paid by a third party on behalf of the Company.

The 50,000 shares were paid by a corporation owned by Arnold Lederman, father-in-law of Michael Cohen.

Logoform AG will also receive a four percent finders fee for equity or debt raised up to $3,000,000.  

Logoform was retained and performed, albeit unsuccessfully, in attempting to raise funding for the Company in Europe. They also provided investor relations services in Europe.  This second IR firmwas retained so soon after WAW was retained to attempt to gain access to investors in Europe. On June 16, 2010 Proteonomix shares began to trade on the OTC Bulletin Board under the symbol PROT. On January 3, 2011 Ian McNiece joined our Board of Directors.   11    16  On January 3, 2011 the Company formed a new subsidiary, THOR BioPharma, Inc., in order to provide an entry into the pharmaceutical market. On March 2, 2011, The Company entered into an agreement with The

Cohen

McNiece

Cohen

Foundation, Inc. (the "Foundation"), a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology ("UMK-121") which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer which will sublicense UMK-121 to its wholly owned subsidiary THOR BioPharma. The Issuer is required to make milestone payments to the Foundation upon 1) the issuance of a patent, 2) completion of Phase III trials and 3) commercialization which will require the payment of a 3% royalty on net sales. On April 7, 2011,the Company announced that it filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants. The Company, based upon its exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), filed a patent application in April 2011, covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine. On June 16, 2011, the Company announced that it had engaged the services of Bedminster Financial Group, Ltd. to provide investment banking services for the Company with a view to finding joint venture partners and/or strategic investments into one or more of its subsidiaries in order to advance the scientific and commercial development of the subsidiaries and the technologies possessed by the subsidiaries. On September 6, 2011, the Company announced that Michael Cohen, Chief Executive Officer of Proteonomix and Ian McNiece, the Companys Chief Scientific Officer had met with the team at Gilford Securities, the Companys Investment Banker at that time, and Aegis Capital.  Mr. Cohen and Dr. McNiece updated them on the development of the Companys technology and the Companys technical position in several different areas of research and development. On October 17, 2011, the Company announced that it has decided to examine the possibility of licensing its stem cell diabetes related technology to another company in light of continued progress toward its trial of UMK-121, its stem cell treatment for patients awaiting liver transplant to overcome End Stage Liver Disease. On October 19, 2011, the Company announced that it intends to move forward with the testing of its StromaCel technology through its PRTMI subsidiary or its affiliates.  The Company decided to examine the possibility of testing its cardiac stem cell treatment offshore in light of the progress toward its trial of UMK-121, its stem cell treatment for patients awaiting liver transplant to overcome End Stage Liver Disease, in the United States. On November 11, 2011, the Company announced that that the Cosmetic Ingredients Review Board (CIR) had approved and assigned an INCI nomenclature to its innovative Matrix NC-138 Cosmeceutical product, a necessary final step prior to manufacturing and commercialization of cosmetic products in the United States. On November 15, 2011, the Company entered into an agreement with the University of Miami, to conduct a FDA human clinical trial, in patients afflicted with End Stage Liver Disease, of the Companys UMK-121 Biopharmaceutical Stem Cell Technology which is a proprietary technology based upon existing FDA approved drugs.  The Company sublicensed UMK-121 to its wholly owned subsidiary THOR BioPharma.  The Company is required to pay $105,000 to the University and the University will absorb all other costs associated with the study. The Company has agreed to pay a 3% net royalty to the University in the event of commercialization of UMK-121.  On December 27, 2011, the Company announced that it had completed payment of the $105,000 to the University. On March 5, 2012, the Company entered into a Securities Purchase Agreement (the SPA) with the purchasers identified therein (collectively, the Purchasers) providing for the issuance and sale by the Company to the Purchasers of an aggregate of approximately 3,804 shares of the Companys newly designated Series E Convertible Preferred Stock, with each of the Series E Convertible Preferred shares initially convertible into approximately 235 shares of the Companys common stock (the Conversion Shares) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase up to an aggregate of 2,685,873 shares of the Companys common stock, for proceeds to the Company of $3.8 million. After deducting fees and expenses, the aggregate net proceeds from the sale of the Preferred Shares and associated warrants are approximately $3.5 million.   17   12  Pursuant to the Certificate of Designation to create the Series E Convertible Preferred Stock, the Preferred Shares may be converted at any time at the option of the Purchasers into shares of the Companys common stock at a conversion price of $4.25 per share (the Conversion Price). On each of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) if the registration statement required to be filed by the Company pursuant to the Registration Rights Agreement is not declared effective on or before September 8, 2012 or if a Registration Statement does not register for resale by the Purchasers all of the Conversion Shares issuable hereunder, the date that all Conversion Shares issuable pursuant to the Preferred Shares may be resold by the Holder pursuant to Rule 144 without volume or manner restrictions (each such date, the Trigger Date), the Conversion Price shall be reduced to the lesser of (w) the then Conversion Price, as adjusted and taking into consideration any prior resets, (x) 85% of the volume average weighted price (VWAP) for the 5 trading days immediately following each such Trigger Date, as calculated pursuant to the AQR function on Bloomberg, L.P., (y) 85% of the average of the VWAPs for each of the 5 trading days immediately following the Trigger Date, and (z) 85% of the closing bid price on the last trading day of the 5 trading days immediately following each such Trigger Date, which shall thereafter be the new Conversion Price. The adjusted Conversion Price shall not be lower than $1.00   Pursuant to the terms of the SPA, each Purchaser has been issued a Series A Warrant, a Series B Warrant and a Series C Warrant, each to purchase up to a number of shares of the Companys Common Stock equal to 100% of the Conversion Shares underlying the Preferred Shares issued to such Purchaser pursuant to the SPA. The Series A Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years. The Series B Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise of one year and two weeks. The Series C Warrants have an exercise price of $4.25 per share, vest and are exercisable ratably commencing on the exercise of the Series B Warrants held by each Purchaser (or its assigns) and have a term equal to five years.  On March 5, 2012, in connection with the closing of the private placement, the Company and the Purchasers entered into a Registration Rights Agreement (the Registration Rights Agreement). Under the Registration Rights Agreement, the Company is required to file a Registration Statement within 7 days following the filing date of the Companys Form 10-K for the year ended December 31, 2011, but in no event later than April 16, 2012. The failure on the part of the Company to meet the filing deadlines and other requirements set forth in the Registration Rights Agreement may subject the Company to payment of certain monetary penalties.   As of December 31, 2011, the Company owed $1,612,500 is amount is the accrued salaries due to Michael Cohen, the Companys Chief Executive Officer, who agreed not to have his salary paid until the Company was able to raise sufficient funds to further their development of its technology, and Robert Kohn, our former CFO who has demanded repayment. That did not occur until March 2012. The Company does have outstanding loans as of December 31, 2011 with Michael Cohen and Steve Byle in the amount of $828,956, who either funded the Company directly during the past few years, or paid for expenses related to the Company related to the travel and development of the technology. The Company did convert certain of these payables at various times into shares of common stock and all of that disclosure is noted in the audited financial statements. Michael Cohen converted $350,000 into 625,000 shares and Steve Byle converted $100,000 into 178,572 shares during 2011. There were no conversions during 2010. The Company has unsecured loans and advances with officers of $828,956 as of December 31, 2011. The loans and advances are typically repaid through conversions to shares of common stock. The advances are short-term and typically repaid within 6 months. The officers have not accrued interest on these amounts through December 31, 2010 as the repayment of the advances were made on a recurring basis. Effective, January 1, 2011, the board of directors agreed to pay 3% interest on all amounts outstanding. Interest expense for the year ended December 31, 2011 and accrued for as of December 31, 2011 on these loans amounts to $24,897. These loans were made to fund the Company with working capital during the process of securing contracts.  All loans and advances are due on demand and are included in current liabilities. In addition, the Company has other related party payables outstanding that consist of accrued compensation and related expenses to the President and former CFO of the Company totaling $1,612,500 as of December 31, 2011. This amount has been included in current liabilities on the consolidated balance sheets. In January, the Company issued previously approved shares of the Company common stock to Michael Cohen, 625,000 shares for debt conversion of $350,000, and Steven Byle, 178,572 shares for debt conversion of $100,000.   Rodman &Renshaw, LLC (Rodman) acted as the exclusive placement agent for the private placement. Pursuant to the terms of the Placement Agent Agreement entered into by the Company and Rodman on February 15, 2012 (the Placement Agent Agreement), the Company has agreed (a) to pay to Rodman the placement agent fee equal to 7% of the aggregate gross proceeds raised in the private placement, (b) to issue to Rodman warrants to purchase 62,670 shares of the Companys common stock, and (c) to reimburse Rodman for certain expenses.  18 Financial Operations Overview Revenues Our revenues and associated direct costs since inception are a result of our sales of donor sperm samples from our Sperm Bank of New York subsidiary, a company engaged in reproductive tissue banking.  In 2012 we anticipate the beginning of sales in the last quarter for our Proteoderm products. General and Administrative Expenses General and administrative expenses consist primarily of the costs associated with our general management, including salaries, professional fees such as legal and accounting, marketing expenses and advisory fees. We have increased our general and administrative expense for legal and accounting compliance costs, investor relations and other activities associated with operating as a publicly traded company.  We have strengthened our administrative capabilities through various consulting agreements. Continued increases will also likely result from additional operational, financial, accounting and advisory contracts.  The majority of our expenses were paid by stock based compensation agreements. Research and Devlopment Expenses During the two most recent years ended December 31, 2011 and 2010, the Company expensed $530,647 and $399,901, respectively, on research and development activities. These activities mostly comprised consulting services for the chief scientific officer as well as travel expenditures related to the chief executive officer for meetings and laboratory work and the amortization of the license agreement. In 2011, the Company paid $105,000 to the University of Miami to conduct a clinical trial. This amount was returned in April 2012 as the University of Miami decided to terminate the trial. Patent Applications: The following patent applications have been filed with the United States Patent Office, as well as other jurisdictions, as noted below with annotated references to the products to which the applications relate, the jurisdictions in which the applications were filed, and the date on which the applications were filed.  19


|                                                                                                                                             |                 |                   |                                                                               |                                                                                                         |              |                                 |                                                        | 
|-------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | ----------------- | ----------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | ------------ | ------------------------------- | ------------------------------------------------------ | 
|                                                                                                                                             |                 |                   |                                                                               |                                                                                                         |              | Assignee(s)                     |                                                       
|Method for isolating multicellular ES cell colonies by detaching adherent single ES cells and passing through filtration matrix             
|                                                                                                                                             | US utility      | 13/341,364        | Technology:

Expansion        

Assigned:

Proteonomix, Inc.                  | Methods and Devices for Isolating Embryonic Stem Cells                                                  | 30-Dec-12    | Michael Cohen                   | Pending                                               
|Xiangcan Zhan                                                                                                                               
|Michael J. Shamblott                                                                                                                        
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|Compositions and Methods for Mobilization of Stem Cells                                                                                     
|2                                                                                                                                            | US utility      | 13/411,265        | Technology:

UMK 121

Assigned:

Thor BioPharma                               | Compositions and Methods for Mobilization of Stem Cells                                                 | 2-Mar-12     | Michael Cohen   Ian K. McNiece  | Pending                                               
|3                                                                                                                                            | Provisional     | 61/664,540        | Technology:

   UMK 121

Assigned:

 Thor BioPharma                           | Compositions and Methods for Mobilization of Stem Cells                                                 | 26-Jun-12    | Michael Cohen    Ian K. McNiece | Pending                                               
|4                                                                                                                                            | PCT             | PCT/US2012/027549 | Technology:

UMK 121  

Assigned:

       Thor BioPharma                      | Compositions and Methods for Mobilization of Stem Cells                                                 | 2-Mar-12     | Michael Cohen    Ian K. McNiece | Pending                                               
|Method for cultivating ES cells with feeder layer of umbilical cord stem cells or medium of secreted proteins from umbilical cord stem cells
|
|5                                                                                                                                            | US utility      | 12/996,557        | Technology:

     Expansion        

Assigned:

Proteonomix, Inc.             | Compositions and Methods for Growing Embryonic Stem Cells                                               | 6-Dec-10     |                                 | Pending                                               
|Michael J. Shamblott                                                                                                                        
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|20
Method for cultivating ES cells in medium of secreted proteins from EG cell derivatives (LEVC or SCDC cells)                             
|6                                                                                                                                            | US continuation | 13/407,939        | Technology:

Expansion

Assigned:

Proteonomix, Inc.                          | Compositions and Methods for Growing Human Embryonic Stem Cells                                         | 29-Feb-12    | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|[Note: CEO of National Stem Cell Inc. is John Murry]                                                                                        
|Identifying pancreatic endocrine progenitor cells with glycosylated form of prominin-1, CD133, CD133/1 or CD133/2                           
|7                                                                                                                                            | US utility      | 13/206,320        | Technology:

Diabetes           

Assigned:

Proteonomix, Inc.                | Method for Identifying, Isolating, and Utilizing Endocrine Progenitor Cells From Adult Human Pancreata  | 9-Aug-11     | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|8                                                                                                                                            | Canada          | 2,668,223         | Technology:

  Diabetes     

Assigned:

     Proteonomix, Inc.











21 | Methods for Identifying, Isolating, and Utilizing Endocrine Progenitor Cells from Adult Human Pancreata | Apr 31, 2009 | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|9                                                                                                                                            | China           | 2.0078E+11        | Technology:

Diabetes

Assigned:

Proteonomix, Inc.                           | Methods for Identifying, Isolating, and Utilizing Endocrine Progenitor Cells from Adult Human Pancreata | 30-Jun-09    | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|10                                                                                                                                           | Europe          | 7867300.1         | Technology:

Diabetes

Assigned:

   Proteonomix, Inc.                        | Methods for Identifying, Isolating, and Utilizing Endocrine Progenitor Cells from Adult Human Pancreata | 30-May-09    | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|Skin condition treatment composition of secreted products of EG cell derivatives and topically suitable carrier                             
|11                                                                                                                                           | US utility      | 12/448,435        | Technology:

Proteoderm

Assigned:

Proteoderm                                | Embryonic Germ Cell Secreted Product Derived Topical Compositions and Methods of Use Thereof            | 19-Jun-09    | Michael Cohen and               | Pending                                               
|Jacob Cohen                                                                                                                                 
|Proteonomix, Inc.                                                                                                                           
|                                                                                                                                            
|Skin condition treatment composition of secreted products from umbilical cord stem cells and topically suitable carrier                     
|12                                                                                                                                           | US utility      | 12/448,458        | Technology:

Proteoderm  

Assigned:

Proteoderm



22                        | Umbilical Cord Stem Cell Secreted Product Derived Topical Compositions and Methods of Use               | 19-Jun-09    | Michael Cohen and               | Pending                                               
|Jacob Cohen                                                                                                                                 
|Proteonomix, Inc.                                                                                                                           
|                                                                                                                                            
|Wound healing compositions of secreted products of EG cell derivatives or umbilical cord stem cells in a pharmaceutically-acceptable carrier
|13                                                                                                                                           | US utility      | 12/448,436        | Techology:

  Proteoderm

Assigned:

Proteoderm                               | Stem Cell Secreted Product Derived Compositions for Wound Treatment                                     | 19-Jun-09    | Michael Cohen and               | Pending                                               
|Jacob Cohen                                                                                                                                 
|Proteonomix, Inc.                                                                                                                           
|Wound healing compositions of EG cell derivatives or umbilical cord stem cells in a pharmaceutically-acceptable matrix                      
|14                                                                                                                                           | US utility      | 12/216,971        | Technology:

     Wound Care    

Assigned:

Proteoderm                       | Embryonic Cell Compositions for Wound Treatment                                                         | 14-Jul-08    | Michael Cohen and               | Application published 1/15/2009 as US 2009/0016999 A1.
|Jacob Cohen                                                                                                                                  | Pending        
|Proteonomix, Inc.                                                                                                                            |                
|                                                                                                                                             |                
|Preparation and Use of Stromal Cells To Treat Heart Disease                                                                                 
|15                                                                                                                                           | US utility      | 12/899,267        | Technology:

StromaCel

Assigned:

StromaCel                                  | Preparation and Use of Stromal Cells to Treat Cardiac Disease                                           | 6-Oct-10     | Michael Cohen                   | Pending                                               
|Ian McNiece                                                                                                                                 
|The


Cohen


 McNiece Cohen Foundation                                                                                                     
|16                                                                                                                                           | Europe          | 10822615.0        | Technology:

StromaCel

Assigned:

StromaCel                                  | Preparation and Use of Stromal Cells to Treat Cardiac Disease                                           | Apr-12       | Michael Cohen                   | Pending                                               
|Ian McNiece                                                                                                                                 
|The


Cohen


McNiece Cohen Foundation                                                                                                      
|17                                                                                                                                           | Canada          | PCT/US2010/051651 | Technology:

StromaCel

Assigned:

StromaCel
23                               | Preparation and Use of Stromal Cells to Treat Cardiac Disease                                           | Apr-12       | Michael Cohen                   | Pending                                               
|Ian McNiece                                                                                                                                 
|The


Cohen


 McNiece Cohen Foundation                                                                                                     
|18                                                                                                                                           | Australia       | 2010303469        | Techology:

StromaCel

Assigned:

StromaCel                                   | Preparation and Use of Stromal Cells to Treat Cardiac Disease                                           | Apr-12       | Michael Cohen                   | Pending                                               
|Ian McNiece                                                                                                                                 
|The


Cohen


 McNiece Cohen Foundation                                                                                                     

13 Income Taxes We have not recognized any deferred tax assets or liabilities in our financial statements since we cannot assure their future realization. Because realization of deferred tax assets is dependent upon future earnings, a full valuation allowance has been recorded on the net deferred tax assets, which relate primarily to net operating loss carry-forwards. In the event that we become profitable within the next several years, we have net deferred tax assets (before a 100% valuation allowance) of approximately $6,281,334 that may be utilized prior to us having to recognize any income tax expense or make payments to the taxing authorities. Utilization of our net operating loss carry-forwards in any one year may be limited under IRC Section 382, and we could be subject to the alternative minimum tax, thereby potentially diminishing the value to us of this tax asset.    Principal Offices  The Company leases approximately 3,269 square feet of office space pursuant to the terms of a lease entered into on April 13, 2010, which expired on April 30, 2011, for a monthly lease payment of $5,585. The Company renewed the agreement on a month to month basis until January 31, 2012 when it abandoned that lease and took temporary office space in the offices of one of its directors and General Counsel, Roger Fidler. The Company believes that such office space will be sufficient for its needs until it leases new office space in the North New Jersey area..  The Companys principal offices are thus now located at 145 Highview Terrace, Hawthorne, NJ 07506. Our telephone number at such address is (973) 949-4195. The use of this space is at will and the Company pays $500 a month for the space amounting to approximately 500 square feet. The Company relocated its offices in August 2012 to 140 East Ridgewood Ave Suite 415, Paramus NJ 07652. The Company has signed a lease for one year for the space and pays $2,246 per month for that space. Our telephone number did not change.. Principal Offices The Company leases approximately 3,269 square feet of office space pursuant to the terms of a lease entered into on April 13, 2010, which expired on April 30, 2011, for a monthly lease payment of $5,585. The Company has renewed the agreement on a month to month basis. The Company believes that such office space will be sufficient for its needs for the next 12 months, although the lease does not contain a renewal option.  The Companys principal offices are located at 145 Highview Terrace, Hawthorne, NJ 07506. Our telephone number at such address is (973) 949-4193.

Regulatory Approval Process  24  Drugs Our biologic drug candidates will require approval from the FDA and corresponding agencies in other countries before they can be marketed. The FDA regulates human therapeutic products in one of three broad categories: biologics, drugs, or medical devices. Our biologic drug candidates will be regulated as biological products. The FDA generally requires the following steps for pre-market approval or licensure of a new biological product or new drug product:  preclinical laboratory and animal tests conducted in compliance with the FDA's Good Laboratory Practice, or GLP, requirements to assess a drug's biological activity and to identify potential safety problems, and to characterize and document the product's chemistry, manufacturing controls, formulation, and stability;   submission to the FDA of an IND application or equivalent application in other territories, which must become effective before clinical testing in humans can begin;   obtaining approval of Institutional Review Boards ("IRBs") of research institutions or other clinical sites to introduce the biologic drug candidate into humans in clinical trials;   adequate and well-controlled human clinical trials to establish the safety and efficacy of the product for its intended indication conducted in compliance with the FDA's Good Clinical Practice, ("GCP") requirements;   compliance with current Good Manufacturing Practices ("cGMP") regulations and standards;   submission of a BLA to the FDA, a NDS to Health Canada, or an equivalent thereof in other territories, for marketing that includes adequate results of preclinical testing and clinical trials;   review of the marketing application in order to determine, among other things, whether the product is safe, and effective for its intended use; and   obtaining regulatory approval of the product, including inspection and approval of the product manufacturing facility as compliant with cGMP requirements, prior to any commercial sale of the pharmaceutical agent. Typically, clinical testing involves a three-phase process, although the phases may overlap. In Phase 1, clinical trials are conducted with a small number of healthy volunteers or patients and are designed to provide information about product safety and to evaluate the pattern of drug distribution and metabolism within the body. In Phase 2, clinical trials are conducted with groups of patients afflicted with a specific disease in order to determine preliminary efficacy, optimal dosages and expanded evidence of safety. In some cases, an initial trial is conducted in diseased patients to assess both preliminary efficacy and preliminary safety and patterns of drug metabolism and distribution, in which case it is referred to as a Phase

1/2trial. Phase 

3 clinical trials are generally large-scale, multi-center, comparative trials conducted with patients afflicted with a target disease in order to provide statistically valid proof of efficacy, as well as safety and potency. Often an agency will require Phase 

4 or post-marketing trials to collect additional data about the drug on the market. During all phases of clinical development, regulatory agencies require extensive monitoring and auditing of all clinical activities, clinical data and clinical trial investigators. An agency may, at its discretion, alter, suspend, or terminate the testing based upon the data, which have been accumulated to that point and its assessment of the risk/benefit to the patient. Upon review of a BLA or NDS or equivalent, the regulatory authority may grant marketing authorization, request additional clinical data or deny approval if the agency determines that the application does not satisfy its approval criteria. Review of a marketing application typically takes one to three years, but may last longer, especially if the agency asks for more information or clarification of information already provided. Further clinical trials may be required to gain approval to promote the use of the product for any additional indications. Such additional indications are obtained through the approval of supplemental applications. 25 The process of obtaining regulatory approval is lengthy, uncertain, and requires the expenditure of substantial resources. Each NDA or BLA must be accompanied by a user fee, pursuant to the requirements of the Prescription Drug User Fee Act ("PDUFA") and its amendments. PDUFA also imposes an annual product fee for prescription drugs and biologics ($65,030), and an annual establishment fee ($392,700) on facilities used to manufacture prescription drugs and biologics. Fee waivers or reductions are available in certain circumstances, including a waiver of the application fee for the first application filed by a small business. Additionally, no user fees are assessed on NDAs or BLAs for products designated solely as orphan drugs. If a contract manufacturer is used, the contract manufacturer is responsible for the establishment fee. Before approving a marketing application, all facilities and manufacturing techniques used for the manufacture of products must comply with applicable FDA regulations governing cGMP. In the United States, a local field division of the FDA is responsible for completing this inspection and for providing a recommendation for or against approval. This effort is intended to assure appropriate facility and process design in order to avoid potentially lengthy delays in product approvals due to inspection deficiencies. Similarly, before approving a new drug or biologics application, the FDA may also conduct pre-licensing inspection of a company, its contract research organizations and/or its clinical trial sites to ensure that clinical, safety, quality control and other regulated activities are compliant with GCP. To assure such cGMP and GCP compliance, the applicants must incur significant time and cost and put forth significant effort in the areas of training, record keeping, production, and quality control. Following approval, the manufacture, holding, and distribution of a product requires the continued allocation of significant resources to maintain full compliance in these areas. After regulatory approval has been obtained, the agency will typically require post-marketing reporting to monitor potential side effects of the drug. Further studies may be required to provide additional data on the product's risks, benefits, and optimal use, and will be required to gain approval for the use of the product as a treatment for clinical indications other than those for which the product was initially tested. Results of post-marketing programs may limit or expand the further marketing of the product. Further, if there are any modifications to the drug, including changes in indication, labeling, or a change in the manufacturing process or manufacturing facility, a supplement may be required. Additionally, once a drug product has been authorized to enter commercial distribution, numerous additional regulatory requirements apply. These include, among others, cGMPs; labeling regulations; the FDA's general prohibition against promoting drug products for unapproved or off-label uses; and adverse event reporting regulations, which require that manufacturers report if their drug may have caused or contributed to a death or serious injury. The FDA has broad post-market and regulatory and enforcement powers. Failure to comply with the applicable U.S. drug regulatory requirements could result in, among other things, warning letters, fines, injunctions, consent decrees, civil penalties, refunds, recalls or seizures of products (which would result in the cessation or reduction of production volume), total or partial suspension of production, withdrawals or suspensions of current product applications, and criminal prosecution. Adverse drug reactions related to a drug product in any existing or future markets could cause regulatory authorities to withdraw market approval for such product. Fast Track and Orphan Drug Designations Congress enacted the Food and Drug Administration Modernization Act of 1997 in part to ensure the availability of safe and effective drugs, biologics, and medical devices by expediting the FDA review process for new products. The Modernization Act establishes a statutory program for the approval of Fast Track products, including biologics. A Fast Track product is defined as a new drug or biologic intended for the treatment of a serious or life-threatening condition that demonstrates the potential to address unmet medical needs for this condition. Under the Fast Track program, the sponsor of a new drug or biologic may request the FDA to designate the drug or biologic as a Fast Track product at any time during the clinical development of the product. This designation assures access to FDA personnel for consultation throughout the development process and provides an opportunity to request priority review of a marketing application providing an expedited six-month review timeline. We have not yet requested fast track approval for any of our drugs and we cannot predict whether this designation would impact the timing or likelihood of FDA approval of any of our drugs.   26 The Orphan Drug Act provides incentives to manufacturers to develop and market drugs for rare diseases and conditions affecting fewer than 200,000 persons in the United States at the time of application for Orphan Drug designation. The first developer to receive FDA marketing approval for an Orphan Drug is entitled to a seven year exclusive marketing period in the United States for that product as well as a waiver of the BLA user fee. However, a drug that the FDA considers to be clinically superior to, or different from, another approved orphan drug, even though for the same indication, may also obtain approval in the United States during the seven year exclusive marketing period. We have not requested Orphan Drug designation for any of our drugs or their potential uses. Legislation similar to the Orphan Drug Act has been enacted in countries other than the United States, including the European Union. The orphan legislation in the European Union is available for therapies addressing conditions that affect five or fewer out of 10,000 persons. The marketing exclusivity period is for ten years, although that period can be reduced to six years if, at the end of the fifth year, available evidence establishes that the product is sufficiently profitable not to justify maintenance of market exclusivity. Human Cellular and Tissue-Based Product Human cells or tissue intended for implantation, transplantation, infusion, or transfer into a human recipient is regulated by the FDA as human cells, tissues, and cellular and tissue-based product, or HCT/Ps. Our Sperm Storage products may be regulated as 361 HCT/Ps and not as biologics or drugs. HCT/Ps are regulated differently from drug or biologic products due to the fact they are minimally manipulated tissues intended for homologous use in the patient's body, are not combined with a drug, device or biologic, and do not have systemic or metabolic effects on the body. The FDA does not require premarket approval for HCT/Ps, however, it does require strict adherence to federally mandated cGTP regulations. These regulations are analogous to the GMP regulations described above in terms of manufacturing standards. In addition, the FDA's regulations include other requirements to prevent the introduction, transmission and spread of communicable disease. The FDA's regulations require tissue establishments to register and list their HCT/Ps with the FDA and to evaluate donors through screening and testing. We maintained state licensure as a human tissue bank in New York in Sperm Bank of NY. These are the only states in which such licensure is required for us. Privacy Law Federal and state laws govern our ability to obtain and, in some cases, to use and disclose data we need to conduct research activities. Through the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") Congress required the Department of Health and Human Services to issue a series of regulations establishing standards for the electronic transmission of certain health information. Among these regulations were standards for the privacy of individually identifiable health information. Most health care providers were required to comply with the Privacy Rule as of April 14, 2003. HIPAA does not preempt, or override, state privacy laws that provide even more protection for individuals' health information. These laws' requirements could further complicate our ability to obtain necessary research data from our collaborators. In addition, certain state privacy and genetic testing laws may directly regulate our research activities, affecting the manner in which we use and disclose individuals' health information, potentially increasing our cost of doing business, and exposing us to liability claims. In addition, patients and research collaborators may have contractual rights that further limit our ability to use and disclose individually identifiable health information. Any claims that we have violated individuals' privacy rights or breached our contractual obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.   27   Other Regulations In addition to privacy law requirements and regulations enforced by the FDA, we also are subject to various local, state and federal laws and regulations relating to safe working conditions, laboratory and manufacturing practices, the experimental use of animals and the use and disposal of hazardous or potentially hazardous substances, including chemicals, micro-organisms and various radioactive compounds used in connection with our research and development activities. These laws include, but are not limited to, the Occupational Safety and Health Act, the Toxic Test Substances Control Act and the Resource Conservation and Recovery Act. Although we believe that our safety procedures for handling and disposing of these materials comply with the standards prescribed by state and federal regulations, we cannot assure you that accidental contamination or injury to employees and third parties from these materials will not occur. We may not have adequate insurance to cover claims arising from our use and disposal of these hazardous substances. Foreign Regulation We expect to have to obtain approval for the manufacturing and marketing of each of our products from regulatory authorities in foreign countries prior to the commencement of marketing of the product in those countries. The approval procedure varies among countries, may involve additional preclinical testing and clinical trials, and the time required may differ from that required for FDA approval. Although there is now a centralized European Union approval mechanism in place, this applies only to certain specific medicinal product categories. Each European country may impose certain of its own procedures and requirements in addition to those requirements set out in the appropriate legislation, many of which could be time-consuming and expensive. Cosmetics Once the Company commences distribution of its Proteoderm Product Line containing NC-138 the Company will become subject to regulation by the Food and Drug Administration (the FDA) in the U.S., as well as various other federal, state, local and foreign regulatory authorities, including those in the European Union (the EU), Canada and other countries in which the Company plans to operate. The Company will be utilizing third party manufacturing so it will not be subject to manufacturing facility regulation by the FDA. Compliance with federal, state, local and foreign laws and regulations pertaining to the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had, and is not anticipated to have, a material effect on the Companys capital expenditures, earnings or competitive position. Regulations in the U.S., the EU, Canada and in other countries in which the Company operates that are designed to protect consumers or the environment will have an increasing influence on the Companys product claims, ingredients and packaging. (See Risk Factors  The Companys products are subject to federal, state and international regulations that could adversely affect the Companys business, financial condition and/or results of operations). Employees As of December 31, 2011, our headcount was two part-time employees. Of this total, 2 were engaged in research and development for our Therapeutics segment and 1 was engaged in administration, finance, sales and marketing, and facilities. All of our employees have entered into non-disclosure agreements with us regarding our intellectual property, trade secrets and other confidential or proprietary information. None of our employees are represented by a labor union or covered under a collective bargaining agreement, and we have not experienced any work stoppages. Employee Loans and Conversions Michael Cohen converted $350,000 in debt owed to him by the company into 625,000 shares and Steve Byle converted $100,000 of debt into 178,572 shares during 2011. There were no conversions during 2010. Officers of the Company have agreed not to demand repayment of monies owed in any material amounts, i.e. amounts which would impact the cash position of the Company so as to make it impossible to meet critical company expenditures such as payment for clinical testing, research and development, product production and marketing for the cosmetics line.   28  ITEM 1A.  RISK FACTORS  An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and other information contained in this report before deciding to invest in our common stock.  The risks described below are not the only ones facing our company. Additional risks not presently known to us or which we currently consider immaterial may also adversely affect our company.  If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected.  In such case, the trading price of our common stock could decline, and you could lose a part or all of your investment.  Risks Related to Our Company and Our Operations  There is limited information available to evaluate the Companys business since it has a limited operating history, has generated little revenues to date, and has suffered losses. The Companys financial results will depend in large part on commercial acceptance of its anti-aging cosmeceutical with our  Matrix



NC 138system, for which patent applications have been filed, and the development of therapies to treat diabetes and cardiac disease.  The Companys competitors are large and well capitalized; and we face significant competition. A failure to comply with regulatory requirements or to receive regulatory clearance or approval for our products or operations in the United States or abroad would adversely affect the Companys revenues and potential for future growth. Future success will depend partly on our ability to operate without infringing upon or misappropriating the proprietary rights of others, and on its ability to license intellectual property from third parties for certain tests and therapeutic applications needed for our business. We have a severe working capital deficit and, in addition to proceeds from financings, we continue to have outstanding loans from our chief executive officer and accrued salaries due to our executive officers and employees in order to indirectly fund operations. As of December 31, 2011, we had a working capital deficit of approximately $6,808,334. During the year ended December 31, 2011, our revenue generating activities had not produced sufficient funds for profitable operations and we have incurred operating losses since inception. Although we have obtained cash from certain financings, we continue to have outstanding loans from our senior officers of approximately $828,956, and accrued salaries due our executive officers in the amount of $1,612,500. In the event we are unable to pay our accrued salaries, we may not be able to maintain them which could materially adversely affect our business and operations, including our ongoing activities.   Our business plan and technologies are unproven. We have generated minimal revenues from our operation, and incurred substantial operating losses since our inception.  We have very limited cash resources and we are reliant on external sources of financing to fund our operations, including our ongoing product development.  14 As of December 31, 2011Proteonomixs revenue generating activities have not produced sufficient funds for profitable operations and we have incurred operating losses since inception.  In view of these matters, realization of certain of the assets in the accompanying consolidated balance sheet is dependent upon continued operations, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing on acceptable terms, and the success of future operations.         29  As of December 31, 2011, we had a cash balance of $13.

As of June 30, 2012, we had a cash balance of 2,398,357.  

Management believe

d


s

 these funds

available at December 31, 2011

to be insufficient to fund our operations, absent any cash flow from operations or funds from one or more equity or debt financings or from bank borrowing.  We

were


are currently

 spending or incurring expenses of approximately $175,000 per month on operations and the continued research and development of our products

 as at December 31, 2011

..  Management believe

d


s

 that we will require approximately an additional $2,100,000 to fund our operations for the next 12 months and to repay certain outstanding trade payables and accrued expenses

 as evaluated at December 31, 2011

..

We


This

 assume

d


s


as at December 31, 2011,

that we

were


are

 able to continue to defer the amounts due to our executives for accrued and unpaid salaries and that we are able to continue to extend or defer payment of certain amounts due to our trade creditors, of which there can be no assurance.

This assumption was based upon verbal representations from our executives that the will not bankrupt the company by demanding full repayment of the amounts owed.  Officers of the Company have agreed not to demand repayment of monies owed in any material amounts, i.e. amounts which would impact the cash position of the Company so as to make it impossible to meet critical company expenditures such as payment for clinical testing, research and development, product production and marketing for the cosmetics line. The Company has consistently delayed payment to our trade creditors for extensive periods of time.  Recently, we have settled many of these trade debts and we are no longer reliant upon deferment by trade creditors.  As of the date of this amended filing, the executives of the Company continue to represent that they will not bankrupt the Company by demanding full repayment of the debt owed to them for unpaid salaries and loans. An exception to this is Robert Kohn, our former Chief Financial Officer, who has demanded repayment of the amount due based upon his Termination Agreement.   We now believe that we will need approximately one million dollars to fund our operations for the next twelve months in addition to our present cash

balance.  During Fiscal 2011, our total stockholders deficit increased by $255,746



to $3,697,596, and our consolidated net loss was $1,383,846 for the year ended December 31, 2011. Notwithstanding the foregoing discussion of managements expectations regarding future cash flows, Proteonomixs insolvency continues to increase the uncertainties related to its continued existence.  Both management and the Board of Directors are carefully monitoring the Companys cash flows and financial position in consideration of these increasing uncertainties and the needs of both creditors and stockholders. Our independent registered public accounting firm has expressed uncertainty regarding our ability to continue as a going concern. Our independent registered public accounting firm has expressed uncertainty regarding our ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and classification of assets or the amounts and classification of liabilities that might occur if we are unable to continue in business as a going concern. We have not yet generated any revenue from our Proteoderm and StromaCel products. We have generated limited revenue from the sperm bank division.  We anticipate launching of our Proteoderm products during fourth quarter of 2012; however, there can be no assurance we will be successful in such launch or that we will generate revenue from our products.    Our certifying officers evaluated the effectiveness of our disclosure controls and procedures, and concluded that our disclosure controls were not effective for prior periods and that we had certain weaknesses in our internal controls over timely reporting.      30   Our Chief Executive Officer and Chief Financial Officer (the Certifying Officers) are responsible for establishing and maintaining our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)).  The Certifying Officers designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under their supervision, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SECs rules and forms, and is made known to management (including the Certifying Officers) by others within the Company, including its subsidiaries. We regularly evaluate the effectiveness of our disclosure controls and procedures and report our conclusions about the effectiveness of the disclosure controls quarterly in our Forms 10-Q and annually in our Forms 10-K. In completing such reporting, we disclose, as appropriate, any significant change in our internal control over financial reporting that occurred during our most recent fiscal period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  As we have disclosed in the past our Certifying Officers concluded that our disclosure controls and procedures were not effective. Management continues to believe that refinement to our disclosure controls and procedures is an ongoing progress. The Audit Committee believes the Company should continue the following activities: (a) additional education and professional development for the Companys accounting and other staff on new and existing applicable SEC filing requirements, certain applicable SEC disclosure requirements, and the timing of the filing thereof, and (b) reviewing disclosure requirements, including Form 8-K and Regulation S-K disclosure requirements, SEC staff guidance and interpretations related thereto. While management is responsible for establishing and maintaining our disclosure controls and procedures and has taken steps to ensure that the disclosure controls are effective and free of significant deficiencies and/or material weaknesses, the ability of management to implement the remediation of such weaknesses and deficiencies and the inherent nature of our business and rapidly changing environment may affect managements ability to be successful with this initiative. 15  Current shareholdings may be diluted if we make future equity issuances or if outstanding notes converted into shares of common stock. Dilution refers to the reduction in the voting effect and proportionate ownership interest of a given number of shares of common stock as the total number of shares increases.  Our issuance of additional stock, convertible preferred stock and convertible debt may result in dilution to the interests of shareholders and may also result in the reduction of your stock price.  The sale of a substantial number of shares into the market, or even the perception that sales could occur, could depress the price of the common stock.  Also, the exercise of warrants and options may result in additional dilution. The holders of outstanding options, warrants and convertible securities have the opportunity to profit from a rise in the market price of the common stock, if any, without assuming the risk of ownership, with a resulting dilution in the interests of other shareholders.  We may find it more difficult to raise additional equity capital if it should be needed for our business while the options, warrants and convertible securities are outstanding.  At any time at which the holders of the options, warrants or convertible securities might be expected to exercise or convert them, we would probably be able to obtain additional capital on terms more favorable than those provided by those securities. We may face competition from other developers of the technology we specialize in. While the market for our technology is highly fragmented, we face competition from other companies which are developing products that are expected to be competitive with our products.   Business in general is highly competitive, and we compete with both large multinational providers and smaller companies. Some of our competitors have more capital, longer    operating and market histories, and greater resources than we have, and may offer a broader range of products and at lower prices than we offer.       31 We may undertake acquisitions which pose risks to our business. As part of our growth strategy, we have and may in the future acquire or enter into joint venture arrangements with, or form strategic alliances with complementary businesses. Any such acquisition, investment, strategic alliance or related effort will be accompanied by the risks commonly encountered in such transactions.  These risks may include: · Difficulty of identifying appropriate acquisition candidates; · Paying more than the acquired company is worth; · Difficulty in assimilating the operations of the new business; · Costs associated with the development and integration of the operations of the new entity; · Existing business may be disrupted; · Entering markets in which we have little or no experience; · Accounting for acquisitions could require us to amortize substantial intangible assets (goodwill), adversely affecting our results of operations; · Inability to retain the management and key personnel of the acquired business; · Inability to maintain uniform standards, controls, policies and procedures; or · Customer attrition with respect to customers acquired through the acquisition.  We cannot assure you that we would successfully overcome these risks or any other problems associated with any acquisition, investment, strategic alliances, or related efforts.  Also, if we use our common stock in connection with an acquisition, your percentage ownership in us will be reduced and you may experience additional dilution.   16 Dependence on Current Management The Companys performance is substantially dependent on the performance of our executive officers and particularly, our sole full-time employee, Michael Cohen, and on our ability to retain and motivate Company personnel, especially our management and development teams. The Companys future success also depends on our continuing ability to identify, hire, train and retain other highly qualified technical and managerial personnel. Competition for such personnel may be intense, and there can be no assurance that the Company will be able to attract, assimilate or retain other highly qualified technical and managerial personnel in the future. For continued research and development we must rely on key scientific and medical advisors, and their knowledge of our business and technical expertise would be difficult to replace. The inability to attract and retain the necessary technical and managerial personnel would have a material adverse effect on the Companys business, operating results or financial condition.  We may not successfully manage our growth. We will need to expand and effectively manage our operations and facilities in order to advance our therapeutics development programs, achieve milestones under our collaboration agreements, facilitate additional collaborations and pursue other development and diagnostic activities. It is possible that our human resources and infrastructure may be inadequate to support our future growth. In addition, we may have to develop sales, marketing and distribution capabilities if we decide to market our therapies without partnering with third parties. We may not be able to manage the expansion of our operations and, accordingly, may not achieve our research, development and commercialization goals. 32 We do not have key person life insurance policies for any of our employees, officers, directors or consultants. We rely on Michael Cohen, our President, Chief Executive Officer, for business development.  In addition, we rely on members of our Scientific Advisory Board to assist us in formulating our research and development strategy. At present, we do not have key person life insurance on any of our officers, directors or consultants. Thus, in the event of the death or other loss of any of them, particularly Michael Cohen, we might lack the financial inducements to attract replacements.  Liability suits against us could result in expensive and time-consuming litigation and payment of substantial damages. The banking, testing, production, marketing, sale and use of products based on our technology inherently involve the risk that product liability claims may be asserted against us. If a product liability claim asserted against us were successful, the Company could also be required to limit commercialization of our product candidates. Even if such lawsuits were ultimately unsuccessful, the Company would incur substantial legal expenses in defending against them.

  We do not presently carry product liability insurance, but we intend to acquire such insurance in the amount of $1,000,000 per occurrence up to $3,000,000 in annual aggregate claims on a claims made basis. We expect such coverage to be in place on or before September 30, 2012.  If we fail to file patent applications, or fail to adequately protect or enforce our intellectual property rights, the value of our intellectual property rights would be diminished.

. If we fail to file or develop a patent position on a timely basis, or if we are unable to obtain patent rights to products, treatment methods or manufacturing processes that we may develop or to which we may obtain licenses or other rights, we will be at a competitive disadvantage. Others may challenge, infringe or circumvent any technologies which we own or obtain a license for, and rights we receive under those patents. If any such challenges are successful, our patents, if granted, may not provide competitive advantages to us.    17 No patents have yet been granted to the Company. Although the Company has been assigned the rights to a total of ten patent applications (as well as all related inventions, discoveries and intellectual property), no patents have been granted. The Company intends to vigorously pursue all pending patent applications, but no guarantee can be given as to when, if ever, patents may be granted. Further, the Assignment Agreement pursuant to which the rights to certain cosmeceutical technologies and patents pending were assigned to the Company, and subsequently to Proteoderm, contains clauses allowing reversion of all rights back to the Assignor upon the occurrence of certain events relating to change of control, bankruptcy or judgments. On May 4, 2010, Proteonomix licensed from the McNiece


-


Cohen Foundation the Stromal Cell technology (Technology) for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The McNiece


-


Cohen Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have suffered


myocardial infarctions.


The


infarctions. The term of this License commenced May 4, 2010 and, unless sooner terminated, terminates as to individual patent rights in each jurisdiction where such rights may exist upon the expiration of the patent rights in each individual country. Upon expiration in a given jurisdiction, Proteonomix shall continue to have a license on the same terms as prior to patent expiration, except that such license shall be fully paid, perpetual, irrevocable and nonexclusive. To date no payments have been made to the Foundation pursuant to this License.  33 The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 five year, immediately vested stock options at $3.55 per share to Michael Cohen, the Companys president and 50% owner of the Foundation.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  Otherwise, there are no milestone payments contemplated in the License Agreement (License or License Agreement). Each Party shall has the right to terminate this Agreement upon thirty (30) days' written notice to the other upon the occurrence of any of the following:  (a) Upon or after bankruptcy, insolvency, dissolution or winding up or assignment for the benefit of creditors of the other Party (other than a dissolution or winding up for the purpose of reconstruction or amalgamation) or a petition is filed for any of the foregoing and is not removed within ninety (90) days; or  (b) Upon or after the breach of any material provision of this Agreement by the other Party, including, with respect to Proteonomix if the breaching Party has not cured such breach within the thirty (30) day period following written notice of termination by the non-breaching Party. In addition, the License also provides for dispute resolution so that to the extent Proteonomix reasonably and in good faith disagrees with any assertion by the Licensor that there has been a material breach or material default of this Agreement by Proteonomix, and Proteonomix provides written notice to the Licensor of its disagreement and the basis for its belief within fifteen (15) days after Proteonomix receives notice from the Licensor of a breach of the License Agreement. The Agreement will remain in effect and any termination of the Agreement will be suspended pending resolution of such disagreement between the Parties. The License Agreement also provides for specific effects of termination and surviving obligations, to wit: (a) Upon termination of this Agreement, all rights and obligations of the Parties under the Agreement shall terminate; (b) Upon termination of this Agreement by Proteonomix all rights to the Licensed Technology and the Licensed Patents will revert to the Licensor; (c) If properly terminated, any existing sublicenses granted by Proteonomix shall remain in effect and shall be automatically assigned by Proteonomix to the Licensor so that such sublicenses shall become direct licenses between the Licensor and the applicable Sublicensees on the terms set forth in the License Agreement; and (d) Expiration or termination of the Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, the obligations and the rights of the Parties under provisions dealing with patent protection and infringement, indemnification, warranties and payments incurred prior to termination shall survive expiration or termination of the Agreement. The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 stock options at $3.55 per share to Michael Cohen, the Companys president.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  Otherwise, there are no milestone payments contemplated in the License Agreement. Each Party shall has the right to terminate this Agreement upon thirty (30) days' written notice to the other upon the occurrence of any of the following: (a) Upon or after bankruptcy, insolvency, dissolution or winding up or assignment for the benefit of creditors of the other Party (other than a dissolution or winding up for the purpose of reconstruction or amalgamation) or a petition is filed for any of the foregoing and is not removed within ninety (90) days; or (b) Upon or after the breach of any material provision of this Agreement by the other Party, including, with respect to Proteonomix if the breaching Party has not cured such breach within the thirty (30) day period following written notice of termination by the non-breaching Party. 7.3 Dispute Resolution

. Notwithstanding anything in this Section 7.3 to the contrary, to the extent Proteonomix reasonably and in good faith disagrees with any assertion by the Licensor that there has been a material breach or material default of this Agreement by Proteonomix, and Proteonomix provides written notice to the Licensor of its disagreement and the basis for its belief within fifteen (15) days after Proteonomix receives notice from the Licensor of a breach under this Section 7.3, this Agreement will remain in effect and any termination of this Agreement under Section 7.3 will be suspended pending resolution of such disagreement between the Parties. 34 7.4 Effect of Termination

; Surviving Obligations. (a) Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement shall terminate, except as set forth in this Article. (b) Upon termination of this Agreement by Proteonomix all rights to the Licensed Technology and the Licensed Patents shall revert to the Licensor. (c) In the event that the license granted to Proteonomix is terminated in accordance with this Article, any existing sublicenses granted by Proteonomix shall remain in effect and shall be automatically assigned by Proteonomix to the Licensor so that such sublicenses shall become direct licenses between the Licensor and the applicable Sublicenses on the terms set forth herein. (d) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, the obligations and the rights of the Parties under Articles 5, 6, 7, 8 and 9 shall survive expiration or termination of this Agreement. The licensed technology utilizes human Stromal Stem Cells (SSC) derived from mesenchymal stem cells, also referred to as MSCs. SSCs can selectively differentiate, based on the tissue environment, into various tissue lineages such as bone, muscle, fat, tendon, ligament, cartilage and bone marrow stroma. In addition, SSCs have anti-inflammatory properties and can prevent fibrosis or scarring. These characteristics give SSCs the potential to treat a wide variety of medical conditions. In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion.  Patent Applications: The following patent applications have been filed with the United States Patent Office, as well as other jurisdictions, as noted below with annotated references to the products to which the applications relate, the jurisdictions in which the applications were filed, and the date on which the applications were filed. 35


|                                                                                                                                             |                 |                   |                                                                            |                                                                                                         |              |                                 |                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | ----------------- | -------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | ------------ | ------------------------------- | ------------------------------------------------------
|                                                                                                                                             |                 |                   |                                                                            |                                                                                                         |              | Assignee(s)                     |                                                       
|Method for isolating multicellular ES cell colonies by detaching adherent single ES cells and passing through filtration matrix             
|                                                                                                                                             | US utility      | 13/341,364        | Technology:

Expansion        

Assigned:

Proteonomix, Inc.               | Methods and Devices for Isolating Embryonic Stem Cells                                                  | 30-Dec-12    | Michael Cohen                   | Pending                                               
|Xiangcan Zhan                                                                                                                               
|Michael J. Shamblott                                                                                                                        
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|Compositions and Methods for Mobilization of Stem Cells                                                                                     
|2                                                                                                                                            | US utility      | 13/411,265        | Technology:

UMK 121

Assigned:

Thor BioPharma                            | Compositions and Methods for Mobilization of Stem Cells                                                 | 2-Mar-12     | Michael Cohen   Ian K. McNiece  | Pending                                               
|3                                                                                                                                            | Provisional     | 61/664,540        | Technology:

   UMK 121

Assigned:

 Thor BioPharma                        | Compositions and Methods for Mobilization of Stem Cells                                                 | 26-Jun-12    | Michael Cohen    Ian K. McNiece | Pending                                               
|4                                                                                                                                            | PCT             | PCT/US2012/027549 | Technology:

UMK 121  

Assigned:

       Thor BioPharma                   | Compositions and Methods for Mobilization of Stem Cells                                                 | 2-Mar-12     | Michael Cohen    Ian K. McNiece | Pending                                               
|Method for cultivating ES cells with feeder layer of umbilical cord stem cells or medium of secreted proteins from umbilical cord stem cells
|
|5                                                                                                                                            | US utility      | 12/996,557        | Technology:

     Expansion        

Assigned:

Proteonomix, Inc.






36 | Compositions and Methods for Growing Embryonic Stem Cells                                               | 6-Dec-10     |                                 | Pending                                               
|Michael J. Shamblott                                                                                                                        
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|Method for cultivating ES cells in medium of secreted proteins from EG cell derivatives (LEVC or SCDC cells)                                
|6                                                                                                                                            | US continuation | 13/407,939        | Technology:

Expansion

Assigned:

Proteonomix, Inc.                       | Compositions and Methods for Growing Human Embryonic Stem Cells                                         | 29-Feb-12    | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|[Note: CEO of National Stem Cell Inc. is John Murry]                                                                                        
|Identifying pancreatic endocrine progenitor cells with glycosylated form of prominin-1, CD133, CD133/1 or CD133/2                           
|7                                                                                                                                            | US utility      | 13/206,320        | Technology:

Diabetes           

Assigned:

Proteonomix, Inc.             | Method for Identifying, Isolating, and Utilizing Endocrine Progenitor Cells From Adult Human Pancreata  | 9-Aug-11     | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|8                                                                                                                                            | Canada          | 2,668,223         | Technology:

  Diabetes     

Assigned:

     Proteonomix, Inc.






37   | Methods for Identifying, Isolating, and Utilizing Endocrine Progenitor Cells from Adult Human Pancreata | Apr 31, 2009 | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|9                                                                                                                                            | China           | 2.0078E+11        | Technology:

Diabetes

Assigned:

Proteonomix, Inc.                        | Methods for Identifying, Isolating, and Utilizing Endocrine Progenitor Cells from Adult Human Pancreata | 30-Jun-09    | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|10                                                                                                                                           | Europe          | 7867300.1         | Technology:

Diabetes

Assigned:

   Proteonomix, Inc.                     | Methods for Identifying, Isolating, and Utilizing Endocrine Progenitor Cells from Adult Human Pancreata | 30-May-09    | Michael J. Shamblott            | Pending                                               
|and                                                                                                                                         
|Michael Cohen                                                                                                                               
|Proteonomix, Inc. and The Johns Hopkins University                                                                                          
|Skin condition treatment composition of secreted products of EG cell derivatives and topically suitable carrier                             
|11                                                                                                                                           | US utility      | 12/448,435        | Technology:

Proteoderm

Assigned:

Proteoderm                             | Embryonic Germ Cell Secreted Product Derived Topical Compositions and Methods of Use Thereof            | 19-Jun-09    | Michael Cohen and               | Pending                                               
|Jacob Cohen                                                                                                                                 
|Proteonomix, Inc.                                                                                                                           
|                                                                                                                                            
|Skin condition treatment composition of secreted products from umbilical cord stem cells and topically suitable carrier                     
|12                                                                                                                                           | US utility      | 12/448,458        | Technology:

Proteoderm  

Assigned:

Proteoderm



38                     | Umbilical Cord Stem Cell Secreted Product Derived Topical Compositions and Methods of Use               | 19-Jun-09    | Michael Cohen and               | Pending                                               
|Jacob Cohen                                                                                                                                 
|Proteonomix, Inc.                                                                                                                           
|                                                                                                                                            
|Wound healing compositions of secreted products of EG cell derivatives or umbilical cord stem cells in a pharmaceutically-acceptable carrier
|13                                                                                                                                           | US utility      | 12/448,436        | Techology:

  Proteoderm

Assigned:

Proteoderm                            | Stem Cell Secreted Product Derived Compositions for Wound Treatment                                     | 19-Jun-09    | Michael Cohen and               | Pending                                               
|Jacob Cohen                                                                                                                                 
|Proteonomix, Inc.                                                                                                                           
|Wound healing compositions of EG cell derivatives or umbilical cord stem cells in a pharmaceutically-acceptable matrix                      
|14                                                                                                                                           | US utility      | 12/216,971        | Technology:

     Wound Care    

Assigned:

Proteoderm                    | Embryonic Cell Compositions for Wound Treatment                                                         | 14-Jul-08    | Michael Cohen and               | Application published 1/15/2009 as US 2009/0016999 A1.
|Jacob Cohen                                                                                                                                  | Pending        
|Proteonomix, Inc.                                                                                                                            |                
|                                                                                                                                             |                
|Preparation and Use of Stromal Cells To Treat Heart Disease                                                                                 
|15                                                                                                                                           | US utility      | 12/899,267        | Technology:

StromaCel

Assigned:

StromaCel                               | Preparation and Use of Stromal Cells to Treat Cardiac Disease                                           | 6-Oct-10     | Michael Cohen                   | Pending                                               
|Ian McNiece                                                                                                                                 
|The


Cohen


 McNiece Cohen Foundation                                                                                                     
|16                                                                                                                                           | Europe          | 10822615.0        | Technology:

StromaCel

Assigned:

StromaCel                               | Preparation and Use of Stromal Cells to Treat Cardiac Disease                                           | Apr-12       | Michael Cohen                   | Pending                                               
|Ian McNiece                                                                                                                                 
|The


Cohen


 McNiece Cohen Foundation                                                                                                     
|17                                                                                                                                           | Canada          | PCT/US2010/051651 | Technology:

StromaCel

Assigned:

StromaCel
39                            | Preparation and Use of Stromal Cells to Treat Cardiac Disease                                           | Apr-12       | Michael Cohen                   | Pending                                               
|Ian McNiece                                                                                                                                 
|The


Cohen


 McNiece Cohen Foundation                                                                                                     
|18                                                                                                                                           | Australia       | 2010303469        | Techology:

StromaCel

Assigned:

StromaCel                                | Preparation and Use of Stromal Cells to Treat Cardiac Disease                                           | Apr-12       | Michael Cohen                   | Pending                                               
|Ian McNiece                                                                                                                                 
|The


Cohen


 McNiece Cohen Foundation                                                                                                     

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately protect our intellectual property. We have either entered into or, on a continuing basis, intend to enter into confidentiality and intellectual property assignment agreements employees, consultants, outside scientific collaborators, sponsored researchers and other advisors. In addition to the patents for which we have applied, we also rely on trade secrets and proprietary know-how. However, these agreements may not be honored and may not effectively assign intellectual property rights to us, with adverse consequences to our present and future activities. We run the risk that our technology may become obsolete or that we may lose any competitive advantage that we may develop. The stem cell related cosmeceutical field is very competitive, fast moving and intense, and is expected to be increasingly so in the future. Other companies have developed stem cell related products that, if not similar in type to our products, are designed to address the same patient or subject population. Therefore, we can give no assurance that the products we develop or license from others will be the best, the safest, the first to market, or the most economical to make or use. If competitors products, whether therapeutic or cosmetic, are better than ours, for whatever reason, then we could make less money from sales, and our products risk becoming obsolete. Risks Related to Regulatory Approval and Other Government Regulations If we are not able to successfully develop and commercialize our biologic drug candidates and obtain the necessary regulatory approvals, we may not generate sufficient revenues to continue our business operations. In order to generate sales revenue from our biologic drug candidates, we must conduct extensive preclinical studies and clinical trials to demonstrate that our biologic drug candidates are safe and effective and obtain required regulatory approvals. Our early stage biologic drug candidates may fail to perform as we expect. Moreover, our biologic drug candidates in later stages of development may fail to show the desired safety and efficacy traits despite having progressed successfully through preclinical or initial clinical testing. We will need to devote significant additional research and development, financial resources and personnel to develop commercially viable products and obtain the necessary regulatory approvals If our biologic drug candidates are not deemed safe and efficacious, we will not obtain the required regulatory approvals. If we fail to obtain such approvals, we may not generate sufficient revenues to continue our business operations. Even if we obtain regulatory approval of a product, that approval may be subject to limitations on the indicated uses for which it may be marketed. Even after granting regulatory approval, the FDA and regulatory agencies in other countries continue to review and inspect marketed products, manufacturers and manufacturing facilities, which may create additional regulatory burdens. Later discovery of previously unknown problems with a product, manufacturer or facility, may result in restrictions on the product or manufacturer, including a withdrawal of the product from the market. Further, regulatory agencies may establish additional regulations that could prevent or delay regulatory approval of our products. 40 We cannot market and sell our biologic drug candidates in the United States or in other countries if we fail to obtain the necessary regulatory approvals or licensure.  We cannot sell our biologic drug candidates until regulatory agencies grant marketing approval, or licensure. The process of obtaining regulatory approval is lengthy, expensive and uncertain. It is likely to take several years to obtain the required regulatory approvals for our lead stem cell biologic drug candidate, StromaCel, or we may never gain the necessary approvals. Any difficulties that we encounter in obtaining regulatory approval may have a substantial adverse impact on our operations and cause our stock price to decline significantly. Moreover, because our biologic drug candidates are all based on a single platform technology, MSCs, any adverse events in our clinical trials for one of our biologic drug candidates could negatively impact the clinical trials and approval process for our other biologic drug candidates. To obtain marketing approvals in the United States for our biologic drug candidate products, for instance, we must, among other requirements, complete carefully controlled and well-designed clinical trials sufficient to demonstrate to the FDA that the biologic drug candidate is safe and effective for each disease for which we seek approval. Several factors could prevent completion or cause significant delay of these trials, including an inability to enroll the required number of patients or failure to demonstrate adequately that MSCs are safe, effective and potent for use in humans. Negative or inconclusive results from or adverse medical events during a clinical trial could cause the clinical trial to be repeated or a program to be terminated, even if other studies or trials relating to the program are successful. The FDA can place a clinical trial on hold if, among other reasons, it finds that patients enrolled in the trial are or would be exposed to an unreasonable and significant risk of illness or injury. If safety concerns develop, we or the FDA could stop our trials before completion. Some participants in our biologic drug candidate clinical trials have experienced serious adverse events, seven of which have been determined to be possibly related to MSCs and one of which has been determined to be probably related. A serious adverse event is an event that results in significant medical consequences, such as hospitalization, disability or death, and must be reported to the FDA. We cannot assure you that safety concerns regarding MSCs will not develop. The pathway to regulatory approval for biologic drug candidates comprising MSCs may be more complex and lengthy than for approval of a new conventional drug. Similarly, to obtain approval to market our Cellular products outside of the United States, we, together with any collaborative partners we obtain, will need to submit clinical data concerning our products and receive regulatory approval from governmental agencies, which in certain countries includes approval of the price we intend to charge for our product. We may encounter delays or rejections if changes occur in regulatory agency policies during the period in which we develop a biologic drug candidate or during the period required for review of any application for regulatory agency approval. If we are not able to obtain regulatory approvals for use of our biologic drug candidates under development, we will not be able to commercialize such products, and therefore may not be able to generate sufficient revenues to support our business. If we are not able to conduct our clinical trials properly and on schedule, marketing approval by FDA and other regulatory authorities may be delayed or denied. The completion of our clinical trials may be delayed or terminated for many reasons, including, but not limited to, if:  the FDA does not grant permission to proceed and places the trial on clinical hold;   subjects do not enroll in our trials at the rate we expect;   subjects experience an unacceptable rate or severity of adverse side effects;   third-party clinical investigators do not perform our clinical trials on our anticipated schedule or consistent with the clinical trial protocol, Good Clinical Practice and regulatory requirements, or other third parties do not perform data collection and analysis in a timely or accurate manner;   inspections of clinical trial sites by the FDA or Institutional Review Boards (IRBs) of research institutions participating in our clinical trials find regulatory violations that require us to undertake corrective action, suspend or terminate one or more sites, or prohibit us from using some or all of the data in support of our marketing applications; or 41  one or more IRBs suspends or terminates the trial at an investigational site, precludes enrollment of additional subjects, or withdraws its approval of the trial. Our development costs will increase if we have material delays in our clinical trials, or if we are required to modify, suspend, terminate or repeat a clinical trial. If we are unable to conduct our clinical trials properly and on schedule, marketing approval may be delayed or denied by the FDA. Final marketing approval of our biologic drug candidates by the FDA or other regulatory authorities for commercial use may be delayed, limited, or denied, any of which would adversely affect our ability to generate operating revenues. Any of the following factors may cause final marketing approval for our biologic drug candidates to be delayed, limited or denied:  our biologic drug candidates require significant clinical testing to demonstrate safety and effectiveness before applications for marketing approval can be filed with the FDA;   data obtained from preclinical and nonclinical animal testing and clinical trials can be interpreted in different ways, and the FDA may not agree with our interpretations;    it may take many years to complete the testing of our biologic drug candidates, and failure can occur at any stage of the process;   negative or inconclusive results or adverse side effects during a clinical trial could cause us to delay or terminate development efforts for a biologic drug candidate; or   commercialization may be delayed if the FDA requires us to expand the size and scope of the clinical trials. If marketing approval for our biologic drug candidates is delayed, limited or denied, our ability to market products, and our ability to generate product sales, would be adversely affected. Producing and marketing an approved drug or other medical product is subject to significant and costly post-approval regulation. Even if approved for commercial sale, it is likely that StromaCel will receive conditional approval by a regulatory agency, and we will be required to conduct Phase 4 clinical trials to obtain full approval. Even if we obtain full approval of a product, that approval is subject to limitations on the indicated uses for which we can market it. After granting marketing approval, regulatory agencies continue to review and inspect marketed products, manufacturers and manufacturing facilities, creating additional regulatory burdens. Later discovery of previously unknown problems with a product, manufacturer or facility may result in restrictions on the product or manufacturer, including a withdrawal of the product from the market. Further, regulatory agencies may establish additional regulations that could prevent or delay marketing approval of our products. We may not be able to obtain or maintain Orphan Drug designation for our biologic drug candidates. Some jurisdictions, including the European Union and the United States, may designate drugs for relatively small patient populations as orphan drugs. Although the FDA and its European counterpart, the European Medicines Agency, or EMEA, have not designated StromaCel for the treatment of myocardial Infarction as an orphan drug, none of our other biologic drug candidates have received such designation. Orphan Drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process, but does make the product eligible for orphan drug exclusivity, reduced filing fees and specific tax credits. Generally, if a company receives the first marketing approval for a product with an Orphan Drug designation in the clinical indication for which it has such designation, the product is entitled to orphan drug exclusivity. Orphan drug exclusivity means that the health authorities will not approve another application to market the same drug for the same indication, except in limited circumstances, for a period of up to seven years in the United States and ten years in Europe. This exclusivity, however, could block the approval of our biologic drug candidates if a competitor obtains marketing approval before us. Even if we obtain orphan drug exclusivity for any of our biologic drug candidates, we may not be able to maintain it. For example, if a competitive product is shown to be clinically superior to our product, any orphan drug exclusivity we have will not block the approval of such competitive product. 42  The Fast Track designation for development of any of our products may not lead to a faster development or regulatory review or approval process, and it does not increase the likelihood the biologic drug candidate will receive marketing approval. If a drug is intended for the treatment of a serious or life-threatening condition and the drug demonstrates the potential to address unmet medical needs for this condition, the drug sponsor may apply for FDA Fast Track designation for a particular indication. Marketing applications filed by sponsors of products in Fast Track development may qualify for priority review under the policies and procedures offered by the FDA, but the Fast Track designation does not assure any such qualification. Receipt of Fast Track designation may not result in a faster development process, review or approval compared to drugs considered for approval under conventional FDA procedures. In addition, the FDA may withdraw our Fast Track designation at any time. If we lose our Fast Track designation, the approval process may be delayed. In addition, our Fast Track designation does not guarantee that we will qualify for or be able to take advantage of the expedited review procedures and does not increase the likelihood that any of our products will receive regulatory approval for the treatment. The Companys cosmetic products are subject to federal, state and international regulations that could adversely affect the Companys business, financial condition and/or results of operations. The Company is subject to regulation by the FTC and the FDA in the U.S., as well as various other federal, state, local and foreign regulatory authorities, including those in the EU, Canada and other countries in which the Company operates. The Companys intends to use third party manufacturing facilities that are registered with the FDA as a drug or cosmetics manufacturing establishments, permitting the manufacture of cosmetics that contain over-the-counter drug ingredients, such as sunscreens and anti-perspirants. Regulations in the U.S., the EU, Canada and other countries in which the Company operates that are designed to protect consumers or the environment have an increasing influence on the Companys product claims, ingredients and packaging. To the extent federal, state, local and/or foreign regulatory changes occur in the future, they could require the Company to reformulate or discontinue certain of its products or revise its product packaging or labeling, any of which could result in, among other things, increased costs to the Company, delays in product launches, product returns or recalls and lower net sales, and therefore could have a material adverse effect on the Companys business, financial condition and/or results of operations.  In some foreign jurisdictions, we must receive approval from the appropriate regulatory, pricing and reimbursement authorities before we can commercialize and market our therapeutics. Pursuing foreign regulatory approvals will be time-consuming and expensive. The regulations vary among countries, and foreign regulatory authorities may require different or additional trials. We are unlikely to pursue registration of product candidates in foreign jurisdictions without a partner, and we have no negotiations underway presently to secure such a partner. Therefore, we can give no assurance that we will receive any approvals necessary to commercialize our product candidates for sale outside the United States. Plans to commercialize our products internationally through collaborative relationships with foreign partners may not prove successful. We do not presently have foreign regulatory, clinical or commercial relationships or partnerships. Future partners are critical to our international success. We may not be able to enter into collaboration agreements with appropriate partners for important foreign markets on acceptable terms, or at all. Future collaborations with foreign partners may not be effective or profitable for us.     43   Physicians and patients may not accept and use our products. Physicians and patients may not accept and use the products. Acceptance and use of our future cosmeceuticals will depend upon a number of factors, including: · perceptions by members of the health care community, including physicians, about the safety and effectiveness of our cosmeceuticals; · cost-effectiveness of our cosmeceuticals; · availability of our products; and · success of our marketing and distribution efforts.  · Our research, data, and conclusions regarding our cosmeceutical products lack reliability 18  Due to the subjective nature of the finding in the studies evaluating the performance of our cosmeceutical products, as well as the limited number of subjects, our research, data and conclusions regarding the performance of the cosmeceuticals should not be relied upon.  In order to comply with public reporting requirements, we must continue to strengthen our financial systems and controls, and failure to do so could adversely affect our ability to provide timely and accurate financial statements. Refinement of our internal controls and procedures will be required as we manage future growth successfully and operate effectively as a public company. Such refinement of our internal controls, as well as compliance with the Sarbanes-Oxley Act of 2002 and related requirements, will be costly and will place a significant burden on management.  We cannot assure you that measures already taken, or any future measures, will enable us to provide accurate and timely financial reports, particularly if we are unable to hire additional personnel in our accounting and financial department, or if we lose personnel in this area. Any failure to improve our internal controls or other problems with our financial systems or internal controls could result in delays or inaccuracies in reporting financial    information, or non-compliance with SEC reporting and other regulatory requirements, any of which could adversely affect our business and stock price.      44    Our stock price is volatile. The stock market from time to time experiences significant price and volume fluctuations that are unrelated to the operating performance of particular companies.  These broad market fluctuations may cause the market price of our common stock to drop.  In addition, the market price of our common stock is highly volatile.  Factors that may cause the market price of our common stock to drop include: · Fluctuations in our results of operations; · Timing and announcements of new customer orders, new products, or those of our competitors; · Any acquisitions that we make or joint venture arrangements we enter into with third parties; · Changes in stock market analyst recommendations regarding our common stock; · Failure of our results of operations to meet the expectations of stock market analysts and investors; · Increases in the number of outstanding shares of our common stock resulting from sales of new shares, or the exercise of warrants, stock options or convertible securities; · Reluctance of any market maker to make a market in our common stock; · Changes in investors perception of the transportation security scanning and healthcare information technology industries generally; and · General stock market conditions.  There is a limited market for our common stock. Our common stock is quoted on OTC Bulletin Board under the symbol PROT.  As a result, relatively small trades in our stock could have disproportionate effect on our stock prices.  No assurance can be made that an active market for our common stock will continue. The OTC Bulletin Board is a regulated quotation service that displays real-time quotes, last-sale prices and volume information for shares of stock that are not designated for quotation on a national securities exchange.  Trades in OTC Bulletin Board quoted stocks will be displayed only if the trade is processed by an institution acting as a market maker for those shares.  Although there are approximately 10 market makers for our stock, these institutions are not obligated to continue making a market for any specific period of time.  Thus, there can be no assurance that any institution will be acting as a market maker for our common stock at any time.  If there is no market maker for our stock and no trades in those shares are reported, it may be difficult for you to dispose of your shares or even to obtain accurate quotations as to the market price for your shares.  Moreover, because the order handling rules adopted by the SEC that apply to other listed stocks do not apply to OTC Bulletin Board quoted stock, no market maker is required to maintain an orderly market in our common stock.  Accordingly, an order to sell our stock placed with a market maker may not be processed until a buyer for the shares is readily available, if at all, which may further limit your ability to sell your shares at prevailing market prices. Because we became public through a reverse acquisition, we may not be able to attract the attention of major brokerage firms or institutional investors. We became a public company through a reverse acquisition.  Accordingly, securities analysts and major brokerage firms and securities institutions may not cover our common stock since there is no incentive to recommend the purchase of our common stock.  No assurance can be given that established brokerage firms will want to conduct any financing for us in the future. 19     45  Our common stock is subject to the SECs Penny Stock Regulations. Our common stock is from time to time subject to the SECs penny stock rules.  

We were subject to these penny stock rules during the entirety of 2011 and we are currently subject to them at the date of this amended filing.

These regulations define a penny stock to be any equity security that has a market price (as defined) of less than $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, these rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market.  The broker-dealer also must disclose the commissions payable to the broker-dealer and the registered underwriter, current quotations for the securities, information on the limited market in penny stocks and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers presumed control over the market.  In addition, the broker-    dealer must obtain a written statement from the customer that such disclosure information was provided and must retain such acknowledgment for at least three years.  Further, monthly statements must be sent disclosing current price information for the penny stock held in the account.  The penny stock rules also require that broker-dealers engaging in a transaction in a penny stock make a special suitability determination for the purchaser and receive the purchaser's written consent to the transaction prior to the purchase.  The foregoing rules may materially and adversely affect the liquidity for the market of our common stock.  Such rules may also affect the ability of broker-dealers to sell our common stock, the ability of holders of such securities to obtain accurate price quotations and may therefore impede the ability of holders of our common stock to sell such securities in the secondary market. Certain provisions of our charter and bylaws may discourage mergers and other transactions. Certain provisions of our certificate of incorporation and bylaws may make it more difficult for someone to acquire control of us.  These provisions may make it more difficult for stockholders to take certain corporate actions and could delay or prevent someone from acquiring our business.  These provisions could limit the price that certain investors might be willing to pay for shares of our common stock.  The use of a staggered board of directors and the ability to issue blank check preferred stock are traditional anti-takeover measures.  These provisions may be beneficial to our management and the board of directors in a hostile tender offer, and may have an adverse impact on stockholders who may want to participate in such tender offer, or who may want to replace some or all of the members of the board of directors. We depend on key personnel.  Our success depends of the contributions of our key management personnel, including Mr. Michael Cohen, Chief Executive Officer and Ian McNiece our Chief Scientific Officer.  If we lose the services of any of such personnel we could be delayed in or precluded from achieving our business objectives.  We do not have key man life insurance on any of our officers.  In addition, the loss of key members of our sales and marketing teams or key technical service personnel could jeopardize our positive relations with our customers.  Any loss of key technical personnel would jeopardize the stability of our infrastructure and our ability to provide the service levels our customers expect.  The loss of any of our key officers or personnel could impair our ability to successfully execute our business strategy, because we substantially rely on their experience and management skills.  Our ability to attract and retain additional skilled personnel may impact our ability to develop our technology and attract customers in growing our business. We believe that our ability to attract, train, motivate and retain additional highly skilled technical, managerial and sales personnel is essential to our future success.  Competition for such personnel is intense, and qualified personnel are likely to remain a limited resource for the foreseeable future.  Locating candidates with the appropriate qualifications can be costly and difficult.  We may not be able to hire the necessary personnel to implement our business strategy, or we may need to provide higher compensation to such personnel than we currently anticipate.  If we fail to attract and retain sufficient numbers of highly skilled employees, our ability to provide the necessary products, technologies, and services may be limited, and as a result, we may be unable to attract customers and grow our business. Our directors have limited liability under Delaware Law. Our certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty, except in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, for dividend payment or stock repurchases illegal under Delaware law, or for any transaction in which a director has derived an improper personal benefit. 20


46 We have never paid a cash dividend We have not declared a cash dividend and we do not anticipate paying such dividends in the foreseeable future.          ITEM 1B.  UNRESOLVED STAFF COMMENTS  Not applicable to Registrant as Registrant is not an accelerated filer or large accelerated filer as such terms are defined in Rule 12b-2 under the Exchange Act.        ITEM 2.  PROPERTIES  Principal Offices  The Company leases approximately 3,269 square feet of office space pursuant to the terms of a lease entered into on April 13, 2010, which expired on April 30, 2011, for a monthly lease payment of $5,585. The Company renewed the agreement on a month to month basis until January 31, 2012 when it abandoned that lease and took temporary office space in the offices of one of its directors and General Counsel, Roger Fidler. The space there constituted approximately fiv


g


e hundred square


v


 feet and paid to Mr. Fidler, a director of the Company, $500 per month. The Company then moved its offices to 140 East Ridgewood Avenue, Suite 415, Paramus, NJ 07652.  The Company believes that such office space will be sufficient for its needs until its testing proves that one or more of its stem cell therapies is effective. Our telephone number at such address is (855) 467-7682. The Company has signed a lease for one year for the space and pays $2,246 per month for that space. Our telephone number did not change. The Company lease on approximately 3,269 square feet of office space pursuant to the terms of a lease entered into on April 13, 2010, expired on April 30, 2011, for a monthly lease payment of $5,585. The Company had renewed the agreement on a month to month basis until January 31, 2012 at which date the lease expired..The Companys principal offices are now located at 145 Highview Terrace, Hawthorne, NJ 07506 at the office of our director and Genenral Counsel, Roger Fidler. We have an oral lease for limited space of about 500 square feet for $500 per month. Our telephone number at such address is (973) 949-4193.  The Company is searching for a new lease in the North Jersey region.         ITEM 3.  LEGAL PROCEEDINGS The Company

was


has recently been

 sued

on February 9, 2012

by Wolf Ax

c

elr

o


a

d for $38,000

 in the Supreme Court of the State of New York for the County of Westchester

.. The Company

settled this action for $35,000 on


intends to vigorously defned this action


May 22, 2012

..  The Company has also been advised that John Hopkins University will seek to collect against National Stem Cell, Inc. on its $90,000 judgment

 in the Circuit Court of Baltimore City Maryland obtained on June 17, 2011 for past due research and development costs.

..

 The case was commenced on June 6, 2011. The Company settled this judgment for $85,000.


The Company has also been threatened with litigation by Fred Grant on a contract balance.  The Company intends to vigorously defend this action if brought

..  James Magee, President of GEM Media, who contends the Company has responsibility for $350,000 of charges associated with the failed XGen Dubai project and Mark Huggins of Hulk Media who alleges liability for $60,000 in commissions for the introduction to GEM and other related consulting services. The Company believes it has meritorious defenses to both of these assertions and would defend any litigation that arises from these allegations vigorously.  On March 22, 2011, the Company was notified by a collection agency regarding a debt owed to a prior law firm in the amount of $168,812. The Company has negotiated a settlement with the prior law firm, and in March 2012 paid $125,000 to settle this claim.  The former CFO of the Company, Robert Kohn, has threatened litigation regarding an amount due under a Separation Agreement in the amount of $156,000.  The Company believes that it has meritorious defenses to the claim and intends to vigorously contest any lawsuit concerning this matter.  On April 24, 2012, the Company was served with a subpoena from the United States Securities and Exchange Commission pursuant to a formal investigation In the Matter of Proteonomix, Inc. HO-11836.  47 A former law firm that has entered bankruptcy claims that the Company owes it approximately $200,000.  The Company settled the claim for $100,000 on May 22, 2012.   On


June  16


June 16, 2012, ten of the Companys fourteen Sereis E Preferred Stock holders sued the Company in the Supreme Court of the State of New York for the County of New York for breach of contract, misrepresentation and indemnification.  The Company will reserve approximately $57,000 for the payment of obligations incurred by the failures to meet certain


filiong


filing deadlines imposed in the agreements with the disgruntled investors, but will vigorously defend the main allegations of misrepresentation based upon our alleged knowledge of problems with the University of Miami at the time of the sale of the Series E Preferred Stock to which we believe we have meritorious defenses. ITEM 4. MINE SAFETY DISCLOSURES None                PART II        ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  Our common stock is quoted on the OTC Bulletin Board under the symbol PROT. The following table sets forth the high and low bid prices for each quarter during 2011 and 2010.   Fiscal Year Ended December 31, 2011:HighLowFirst Quarter0.870.23Second Quarter0.630.15Third Quarter0.940.36Fourth Quarter0.820.29Fiscal Year Ended December 31, 2010:First Quarter3.340.75Second Quarter5.402.20Third Quarter4.691.56Fourth Quarter2.000.31    21 These quotations reflect interdealer prices, without retail markup, markdown, or commission and may not represent actual transactions.  As of March 20, 2012, there were approximately 188 holders of record of our common stock.  This amount does not include beneficial owners of our common stock held in street name.  As of March 20, 2012 the closing bid price for our common stock was $4.27 per share.   Olde Monmouth Stock Transfer Co., Inc. of Atlantic Highlands, NJ is our stock transfer agent.  Dividends We have never declared or paid cash dividends on our common stock.  Currently, we intend to retain earnings, if any, to support our growth strategies and do not anticipate paying cash dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.  48     SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS  The following table sets forth, as of December 31, 2011, information with regard to equity compensation plans (including individual compensation arrangements) under which our securities are authorized for issuance.     Plan CategoryNumber of Securities to be issued upon exercise of outstanding optionsWeighted-average exercise price of outstanding optionsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column)Equity compensation plans approved by stockholders0$0.002,500,000Equity compensation plans not approved by stockholdersTotal0$0.002,500,000None of the options issued in 2010 were subject to the Equity Compensation Plan.     ITEM 6.  SELECTED FINANCIAL DATA   The selected financial data set forth below for Proteonomix periods ending December 31, 2011, and 2010, are derived from the audited consolidated financial statements and related notes included in this report.   Historical results are not necessarily indicative of the results of operations for future periods.  The data set forth below is qualified in its entirety by and should be read in conjunction with Item 7 - Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements set forth in full elsewhere in this report.        22


49       Year Ended December 3120112010Statement of Earnings Data:Revenue$ 26,004$ 83,321Operating Loss(1,307,149)(3,450,071)Net Loss(1,383,846)(3,470,035)Other Items (included in the above):Depreciation and Amortization377,057244,607Stock-based Compensation Expense (1)-182,675Per Share Data:Basis and Diluted Loss Per Share$ (0.21)$ (0.75)Cash Flow Data:Net cash provided (used) in operating activities$ (277,210)$ (565,334)Net cash provided (used) in investing activities(38,330)(215,265)Net cash provided by financing activities315,535680,790Balance Sheet Data:Cash and Cash Equivalents$ 13$ 18Total Assets3,341,0043,652,161Total Liabilities7,038,6007,095,011Stockholders' Equity (Deficit)(3,697,596)(3,442,850)(1) Stock-based compensation expense represents the estimated fair value of stock-based compensation to employees and consultants in lieu of cash compensation.       ITEM 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  GENERAL  You should read the following summary together with the more detailed information and consolidated financial statements and notes thereto and schedules appearing elsewhere in this report.  Throughout this report when we refer to the Company, Proteonomix, we, our or us, we mean Proteonomix, Inc.   This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States.



The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our critical accounting policies and estimates, including those related to revenue recognition, intangible assets, and contingencies.  We base our estimates on historical experience, where available, and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions and conditions.  Except for historical information, the material contained in this Managements Discussion and Analysis is forward-looking.  Our actual results could differ materially from the results discussed in the forward-looking statements, which include certain risks and uncertainties.  These risks and uncertainties include the rate of market development and acceptance of our products, the unpredictability of our sales cycle, the limited revenues and significant operating losses generated to date, and the possibility of significant ongoing capital requirements.  Our independent registered public accounting firms report on the consolidated financial statements included herein for the year ended December 31, 2011 and 2010 contains an explanatory paragraph wherein they expressed an opinion that there is substantial doubt about our ability to continue as a going concern. Accordingly, careful consideration of such opinions should be given in determining whether to continue or become our stockholder. 23


50 General Business Overview We are a biotechnology company engaged in the discovery and development of cell therapeutics, tissue banking services and cosmeceutical products. Our technologies are embodied in patent applications including but not limited to: a medium and scaffolding for enhancing the growth of cells, a growth platform for cells, a device to eliminate malformed cells via filtration. We have developed products utilizing our intellectual property including but not limited to an anti-aging cosmeceutical based on our NC138 protein matrix UMK 121 and the StromaCel cardiac treatment.  We have utilized our management and advisory team in conjunction with third party universities and research centers to develop these products and technologies. Company Overview Cosmeceuticals

  We have developed a range of anti-aging products, which we intend to manufacture, market and sell through our Proteoderm subsidiary based on a stem cell secreted matrix of proteins that stimulate collagen. Cell Therapies

  We are developing a diverse array of therapies for major diseases such as cardiac arrest and diabetes. Our first product, StromaCel cellular material for post-myocardial infarction patients that we intend to bring to FDA trials in 2012 in conjunction with our new cellular expansion technology.  As of December 31, 2011 the Company has not filed an IND with the FDA for its StromaCel treatment.  The Company intends to raise sufficient funds over the next twelve months (please see Risk Factors associated with FDA trials at Page 25

__




) in order to file such application with the FDA and to contract with third party to conduct such study and to retain the services of an IRB for such trial. Pre-clinical studies evidenced sufficient efficacy of similar cells used in StromaCel therapy to continue to pursue the utilization of the cells in a human clinical trial.  The benefit of using the cells to treat post-myocardial infarction is the anti-inflammatory effect of StromaCel on damaged cardiac tissue. Business Model

  We are seeking to establish an international network of laboratories through which we intend to reach market early for treatments still in FDA trials while simultaneously expediting the FDA trials with the data collected from the treatment. As of December 31, 2012, we have not established any network of laboratories either domestic or international. Pharmacological

  Our first pharmacological product, currently named UMK 121, provides for the in vivo mobilization of specific bone marrow cells. The pre-clinical studies were conducted in rodents and a large animal model to confirm the potential of the UMK-121 technology to mobilize Stromal Stem Cells (SSCs) into the peripheral blood of animals, thereby making the SSCs available for therapeutic uses. The Company has created a wholly owned subsidiary, Thor Biopharma Inc. (THOR) to develop and commercialize the UMK 121. THOR had negotiated an agreement with the University of Miami on a human clinical trial of UMK-121, but this trial was terminated by the University in April, 2012. The Company is continuing to seek a new facility to conduct the trial. Technology Overview We have worked together with independent outside laboratories and national universities to develop a portfolio of complementary and synergistic technologies covering all steps in the Regenerative Therapy process. These steps include: Cell Identification

  Stem cells occur in various organs in the body, identifying the desired cells from all other cells is the first step towards a treatment. We have filed patent applications for biomarkers specifically identifying Islet Cells in the pancreas for diabetes treatment and Stromal Cells in bone marrow for cardiac treatment, marketed under the brand name StromaCel. Cell Isolation

  Once the cells are identified, the desired cells must be isolated from all others to create a pure material to increase efficiency and reduce rejection. This is the second step towards a treatment. We have filed patents on a method of stem cell isolation for various applications. Cell Conversion

  For some treatments, the Stem Cells must be converted from one type to another. We have filed a patent for conversion of pancreatic stem cells into insulin producing beta cells as part of our diabetes research.  51   Cell Expansion

  Once the desired cells have been identified, isolated, and converted for the desired result, the quantity must be dramatically increased in number. Current technology is generally limited to a five-generation increase in cells before differentiation (replication errors). We have developed a unique growth medium and matrix that currently shows many additional generations without differentiation. We have filed a patent application together with John Hopkins University and are currently prosecuting same.  This technology is distinguished from other technologies in the manner in which the cells are replicated. The technology involves the utilization of a cellular platform rather than other technologies that involve a device, such as Pluristem Therapeutics PluriX three-dimensional process. Cryopreservation

  The final step in treatment is the preservation of the material for storage and transport. We have developed a technology that decreases the numbers of cells lost during the cryopreservation and thawing process and further reduces the chances of contamination.  Proteoderm, Inc. We have developed cosmeceutical products based on patent applications of our stem cell derived proteins Matrix NC-138 (NC138") technology, which we have assigned to our subsidiary, Proteoderm. Cosmeceutical" is a word blended from cosmetic" and pharmaceutical" and is defined as a cosmetic with active pharmaceutical ingredients. Proteoderm introduced our cosmeceutical at the Anti-Aging Conference sponsored by the American Academy of Anti-Aging Medicine held in National Harbor, Maryland in August, 2008 by manning a kiosk and providing samples of our cosmeceutical kits to participants, primarily physicians and industry leaders. Proteoderm has developed an anti-aging kit consisting of a day cream, night cream, cleanser, exfoliator and under eye cream under the brand name Matrix NC-138." We anticipate that the cosmeceutical kits will be ready for shipment to customers as soon as the production process is complete, estimated, in the fourth quarter 2012. This launch was delayed due to inability to manufactureNC-138 due to lack of funds.  We also recognized that we needed to have a INCI nomenclature, discussed herein below. Further, The Company also failed to complete a manufacturing agreement to produce the containers and packaging for its cosmeceutical line due to lack of sufficient funds. These impediments have been removed in large part and we anticipate signing the agreements to manufacture both the NC-138 and the packaging materials in the fourth quarter of 2012. Proteoderm designs, produces and synthesizes proteins, and polypeptides (chains of linked amino acids which when folded in a particular three-dimensional configuration, become protein) secreted by stem cells and incorporate them into uniquely formulated personal care products. Its business concept is to develop and commercialize products based upon sophisticated, high performance biomaterials exclusively for use in the cosmetics and personal care markets. Our marketing and promotional efforts will feature the anti-aging and anti-wrinkle properties of our products formulated with NC-138. We believe that cosmeceuticals containing our Matrix NC 138 can be topically applied to consumers skin and can be taken up into the outer skin layers to enhance the natural formation of collagen. In ex vivo studies using an emulsion containing 3% Matrix NC-138 on where volunteers against a placebo in a half-face double blind study were reviewed. Six volunteers from New York, New Jersey and Connecticut were asked to apply the cream twice daily for six weeks on the crows feet area. Several parameters were analyzed after six weeks: skin profile, skin hydration and a self assessment on the product given by panelists through a questionnaire. The studies were conducted during 2008 and 2009. On the basis of the ex vivo studies, we believe that our cosmeceutical refines skin texture and gives suppleness to the skin thus contributing to a youthful look. We believe this from a totally subjective consideration of the aesthetic appearance of the subjects. However, the research, data and conclusions regarding our cosmeceutical have not been independently verified and the merits of our claims have not been subject to independent evaluation by experts in the cosmeceutical field. The results of our efficacy tests have based on observations of and have not yet been replicated. In addition, there are no established standards for test procedures, methodology or documentation by which companies marketing cosmeceuticals must adhere before making claims about their products' efficacy.  52  The Personal Care Products Council (PCPC"), formerly known as the Cosmetic, Toiletry and Fragrance Association, is a leading national trade association for the cosmetic and personal care products industry. It is a trusted source of information for and about the industry and a vocal advocate for consumer safety and continued access to new, innovative products. The PCPC has adopted a Consumer Commitment Code to formalize many existing product safety practices and to demonstrate its members commitment to safety. The PCPC does not regulate but provides information on national and international regulation. We have applied to the PCPC. We presently adhere to the Personal Care Products Council Consumer Commitment Code, including filing timely reports with the FDA regarding manufacturing and ingredient usage, and will continue to do so after our membership application is accepted. However there is no penalty for failure to follow the code. The following principles summarize the code: A company should market cosmetic products only after ensuring that every ingredient and finished product has been substantiated for safety and concentrating whether through the CIR or other appropriate data and information, including adverse events, should be available for inspection by the FDA and should maintain a safety information summary of ingredient and product safety information. The Cosmetic Ingredient Review (CIR") Expert Panel is an independent, nonprofit panel of scientists and physicians established in 1976 to assess the safety of ingredients used in cosmetics in the U.S. with the support of the U.S. Food and Drug Administration and the Consumer Federation of America in an open, unbiased, and expert manner, and to publish the results in the peer-reviewed scientific literature. The CIR is now an independent organization, the mission of which is to review and assess the safety of ingredients used in cosmetics in an open, unbiased, and expert manner, and to publish the results in the peer-reviewed scientific literature. Although funded by the PCPC, CIR and the review process are independent from the Council and the cosmetics industry. General policy and direction are given by a six member Steering Committee chaired by the President and CEO of the PCPC, with a dermatologist representing the American Academy of Dermatology, a toxicologist representing the Society of Toxicology, a consumer representative representing the Consumer Federation of America, an industry scientist (the current chair of the PCPC CIR Committee), and the PCPC Executive Vice President for Science We filed an application to the CIR for our proprietary Matrix NC-138 and it was recently approved. All other ingredients are on the approved list. These ingredients include water, a sun block, oils, thickening agents, moisturizers and fragrances. The approved list of cosmetic ingredients may be found at http://www.cir-safety.org/staff_files/pdf4.pdf. The CIR Procedures established an Expert Panel to set priorities and review and assess ingredient safety data. The seven CIR Expert Panel voting members are physicians and scientists who have been publicly nominated by consumer, scientific, and medical groups; government agencies; and industry. Expert Panel members must meet the same conflict of interest requirements as individuals serving on FDA advisory committees. Three liaison members serve as nonvoting members representing government, consumers, and industry. With participation of these liaison representatives from FDA, CFA, and the Council, the CIR Expert Panel creates a unique forum for open discussions on issues affecting public safety. CIR staff members conduct extensive literature searches, compile data, and prepare draft reports on high-priority ingredients. They organize the literature into several categories: chemistry (including physical properties and manufacture), use (cosmetic and non-cosmetic), general biology (with absorption, distribution, metabolism, and excretion data), and animal toxicology (acute, short-term, subchronic, and chronic studies, as well as dermal irritation and sensitization data). The staff also prepares a clinical assessment of the ingredients that may include epidemiologic studies, along with classic repeated insult patch tests. In vitro test data are also gathered and incorporated into the review. At each stage of the process, CIR seeks the input of all interested parties during a formal 60-day comment period. If the open scientific literature contains insufficient information, the Expert Panel will call on industry or other interested parties to provide unpublished data or to undertake specific studies. After multiple opportunities for public comment and open, public discussion, a final safety assessment is issued.   53  The Panel may make one of four basic decisions regarding an ingredient: · Safe ingredients

 . Ingredients safe in the practices of use (product categories) and concentrations of use for each product category as documented in the safety assessment. · Unsafe ingredients

  These are ingredients with specific adverse effects that make them unsuitable for use in cosmetics. · Safe ingredients, with qualifications.

  The Panel may reach the conclusion that an ingredient can be used safely, but only under certain conditions. Qualifications frequently relate to maximum concentration, but may also address rinse-off versus leave-on uses and other restrictions. · Ingredients for which the data are insufficient

..  If the Panel reaches an insufficient data conclusion, it does not state whether the ingredient is safe or unsafe. The Panel is, however, describing a situation in which the available data do not support safety. The specific data that would allow the Panel to complete its assessment always are identified. CIR safety assessments are made available as monographs and are published in the International Journal of Toxicology. Each year, CIR publishes the CIR Compendium, a comprehensive collection of findings from all CIR reports.  Recognizing that new information may be available on safety assessments completed years ago, the Expert Panel may re-review of assessments that are more than 15 years old or for which there is some new information known to the Panel. If there are relevant new data, the Panel will consider the need for an amended safety assessment. If the search for newly available data fails to uncover information relevant to ingredient safety, or if the new data duplicate information already in the safety assessment, the Expert Panel will not reopen the safety assessment. Although we believe that the results of our preliminary ex vivo studies are determinative of the efficacy of our cosmeceutical, we plan to perform a more formal and more extensive study for marketing purpose.  The multi-center efficacy study is on a larger scale than previous tests we have conducted of the effects of the Proteoderm skin care line on aged skin, particularly wrinkles. The study is designed as a split-face study (i.e. one half the face using our cosmeceutical and the other the creams or lotions presently used by the participants in the study), conducted over the course of a twelve-week period for 150 patients. We anticipate that the study will commence as soon as shipment of product begins as we anticipate having a sufficient number of cosmeceutical kits and other materials for the test. We plan to ship our kits to customers prior to the completion of the study. The study participants will be photographed immediately prior to commencement of the study, and every two weeks thereafter. Study Materials are expected to total 30-40 pages, including, but not limited to: · patient and Investigator questionnaires; · patient consents (subject to approval of the Companys counsel); · instructions to patients and to investigators; · written agreements of the Investigators to participate in the Study; · study protocol (design of the Study); · patient logs; and · patient assessment forms. Competition While we are unaware of any companies that have cosmeceutical technologies similar to the ones we have developed, there are a substantial number of companies are offering anti-aging cosmetics. Many physicians offer Botox and laser therapies. Pending the outcome of further testing of our cosmeceutical, we are not claiming that our cosmeceutical has more advantageous anti-aging properties than other products. Many companies claim to offer stem-cell related products but none that we are aware of have obtained CIR INCI name as a new compound.  54 The University of Miami had entered into an exclusive agreement with us to manufacture Matrix NC-138

TM as a product for our subsidiary Proteoderm.. The agreement with University of Miami has expired and we were negotiating an extension.. However, the relationship with the University of Miami ended in April 2012 and the Company is now seeking other manufacturing facilities. There can be no assurance that a manufacturing agreement will be executed, or if executed, performed. Thor Biopharma, Inc. On January 3, 2011 the Company formed a new subsidiary, Thor BioPharma, Inc., in order to provide an entry into the pharmaceutical market. On March 2, 2011, The Company entered into an agreement with The


Cohen


McNiece Cohen Foundation, Inc. (the "Foundation"), a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology ("UMK-121") which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer, which will sublicense UMK-121 to its wholly owned subsidiary Thor BioPharma. The Issuer is required to make milestone payments to the Foundation upon 1) the issuance of a patent requiring payment to the Foundation of 50,000 shares of the Companys common or $100,000 at the option of the Foundation, 2) completion of Phase III trials requiring payment of $200,000 to the Foundation and 3) commercialization which will require the payment of a 3% royalty on net sales. This License may be terminated for any of the following:  Foundation has the right to terminate the License, upon written notice, in the event the Company breachs the obligation to pay the above described payments due upon issuance of a patent or the $200,000 due upon completion of a Phase III trial, but the Company has thirty (30) days to cure a breach of non-payment upon notice; or in the event of breach by the Company of any obligation to pay the 3% royalties or if assigned 3% of all payments received by the Company from the assignee; or in the event of any other breach by either Party, the Parties shall have all ordinary recourse to the legal system to enforce this agreement; or the Company has the right to terminate this Agreement by providing ninety (90) days written notice of its intent to terminate this Agreement to Foundation with or without cause.  In the event of termination, such termination shall be without prejudice to Foundation's right to recover all amounts accruing to the Foundation prior to such termination and cancellation.  Except as otherwise provided, should this Agreement be terminated for any reason, the Company shall have no rights, express or implied, under any patent property which is the subject matter of this Agreement, nor have the right to recover any royalties paid to the Foundation..  Upon termination, the Company shall have the right to dispose of Licensed Products then in its possession and to complete existing contracts for such products, so long as contracts are completed within six (6) months from the date of termination, subject to the payment of royalties to the Foundation. The term of the License commences upon the Effective Date of the Agreement and continue until the expiration, worldwide, of all of the Patent Rights. On April 7, 2011, the Company announced that it filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants. The Company, based upon its exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), filed a patent application in April 2011, covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine. The Company and the University of Miami entered into a contract toward the end of 2011 to conduct a human clinical trial of UMK-121 on End Stage Liver Disease patients.  The Company expect


s


ed this trial to commence in February, 2012. This trial was terminated by the University in April, 2012. The Company is continuing to seek a new facility to conduct the trial. We received notice of FDA permission to commence trial of our UMK-121 on or about August 7, 2012 and we hope to begin our trials within the next sixty (60) days.  The Company believes that the technology has applications in treating kidney, cardiac and lung diseases as well although very little work has been done in those areas. StromaCel,Inc. In an effort to place different technologies and therapies in different subsidiaries, Stromacel, Inc. ("StromaCel") was registered as a Florida corporation on December 24, 2009 by our President and CEO, Michael Cohen, for $168.   In February, 2010 we acquired all of StromaCels authorized shares at cost for $168 and StromaCel became a subsidiary of the Company. StromaCel intends to develop therapies using stromal cells, which are key components of tissues and provide critical cytokines and growth factors as well as the cellular microenvironment for normal homeostasis. A cytokine is a small protein released by cells that affects the interactions and communications between cells and the behavior of cells. A growth factor is a naturally occurring substance capable of stimulating cellular growth, proliferation and differentiation. Homeostasis is a self-regulating process by which a biological system maintains stability while adjusting to changing conditions. Stromal cells provide a niche proliferation environment for stem cells. StromaCel's goal is to study the basic cellular properties of stromal cells and to identify the utility of cellular and protein derivatives in disease repair. 55 With the above in mind, on May 4, 2010, Proteonomix licensed from the McNiece


-


Cohen Foundation the Stromal Cell technology (Technology) for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The McNiece


-


Cohen Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have suffered


myocardial infarctions.



The

infarctions. The term of this License commenced May 4, 2010 and, unless sooner terminated, terminates as to individual patent rights in each jurisdiction where such rights may exist upon the expiration of the patent rights in each individual country. Upon expiration in a given jurisdiction, Proteonomix shall continue to have a license on the same terms as prior to patent expiration, except that such license shall be fully paid, perpetual, irrevocable and nonexclusive. To date no payments have been made to the Foundation pursuant to this License. The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 stock options at $3.55 per share to Michael Cohen, the Companys president.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  Otherwise, there are no milestone payments contemplated in the License Agreement. Each Party shall has the right to terminate this Agreement upon thirty (30) days' written notice to the other upon the occurrence of any of the following: (a) Upon or after bankruptcy, insolvency, dissolution or winding up or assignment for the benefit of creditors of the other Party (other than a dissolution or winding up for the purpose of reconstruction or amalgamation) or a petition is filed for any of the foregoing and is not removed within ninety (90) days; or (b) Upon or after the breach of any material provision of this Agreement by the other Party, including, with respect to Proteonomix if the breaching Party has not cured such breach within the thirty (30) day period following written notice of termination by the non-breaching Party. 7.3 Dispute Resolution

. Notwithstanding anything in this Section 7.3 to the contrary, to the extent Proteonomix reasonably and in good faith disagrees with any assertion by the Licensor that there has been a material breach or material default of this Agreement by Proteonomix, and Proteonomix provides written notice to the Licensor of its disagreement and the basis for its belief within fifteen (15) days after Proteonomix receives notice from the Licensor of a breach under this Section 7.3, this Agreement will remain in effect and any termination of this Agreement under Section 7.3 will be suspended pending resolution of such disagreement between the Parties. 7.4 Effect of Termination

; Surviving Obligations. (a) Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement shall terminate, except as set forth in this Article. (b) Upon termination of this Agreement by Proteonomix all rights to the Licensed Technology and the Licensed Patents shall revert to the Licensor. (c) In the event that the license granted to Proteonomix is terminated in accordance with this Article, any existing sublicenses granted by Proteonomix shall remain in effect and shall be automatically assigned by Proteonomix to the Licensor so that such sublicenses shall become direct licenses between the Licensor and the applicable Sublicensees on the terms set forth herein. (d) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, the obligations and the rights of the Parties under Articles 5, 6, 7, 8 and 9 shall survive expiration or termination of this Agreement. The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 five year, immediately vested stock options at $3.55 per share to Michael Cohen, the Companys president and 50% owner of the Foundation.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  Otherwise, there are no milestone payments contemplated in the License Agreement (License or License Agreement). Each Party shall has the right to terminate this Agreement upon thirty (30) days' written notice to the other upon the occurrence of any of the following:  56  (a) Upon or after bankruptcy, insolvency, dissolution or winding up or assignment for the benefit of creditors of the other Party (other than a dissolution or winding up for the purpose of reconstruction or amalgamation) or a petition is filed for any of the foregoing and is not removed within ninety (90) days; or  (b) Upon or after the breach of any material provision of this Agreement by the other Party, including, with respect to Proteonomix if the breaching Party has not cured such breach within the thirty (30) day period following written notice of termination by the non-breaching Party. In addition, the License also provides for dispute resolution so that to the extent Proteonomix reasonably and in good faith disagrees with any assertion by the Licensor that there has been a material breach or material default of this Agreement by Proteonomix, and Proteonomix provides written notice to the Licensor of its disagreement and the basis for its belief within fifteen (15) days after Proteonomix receives notice from the Licensor of a breach of the License Agreement. The Agreement will remain in effect and any termination of the Agreement will be suspended pending resolution of such disagreement between the Parties. The License Agreement also provides for specific effects of termination and surviving obligations, to wit: (a) Upon termination of this Agreement, all rights and obligations of the Parties under the Agreement shall terminate; (b) Upon termination of this Agreement by Proteonomix all rights to the Licensed Technology and the Licensed Patents will revert to the Licensor; (c) If properly terminated, any existing sublicenses granted by Proteonomix shall remain in effect and shall be automatically assigned by Proteonomix to the Licensor so that such sublicenses shall become direct licenses between the Licensor and the applicable Sublicensees on the terms set forth in the License Agreement; and (d) Expiration or termination of the Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, the obligations and the rights of the Parties under provisions dealing with patent protection and infringement, indemnification, warranties and payments incurred prior to termination shall survive expiration or termination of the Agreement.  The licensed technology utilizes human Stromal Stem Cells (SSC) derived from mesenchymal stem cells, also referred to as MSCs. SSCs can selectively differentiate, based on the tissue environment, into various tissue lineages such as bone, muscle, fat, tendon, ligament, cartilage and bone marrow stroma. In addition, SSCs have anti-inflammatory properties and can prevent fibrosis or scarring. These characteristics give SSCs the potential to treat a wide variety of medical conditions.  In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion. During August 2012, the McNiece Cohen Foundation, Inc., Stromacel, Inc. and PRTMI were reinstated in the State of Florida, all of them having gone inactive due to nonpayment of franchise taxes.  Being reinstated no issues are believed to exist regarding on-going business operations including, retention of the stromal cell technology currently licensed to StromaCel by the McNieceCohen Foundation, Inc. continued development and license of UMK-121 by the Foundation; and continued development of our translational medicine business under PRTMI. Cord Blood Model We have developed a Cord Blood expansion technology and combined it with an improved Cryopreservation system. These technologies may make it possible to change the standard model for Cord Blood Banking. Under our model, Umbilical Cord Blood banking will become a free service to patients and we will increase the donor supply to eliminate shortages. Once we can complete our trials (pre clinical and FDA), we will use our expansion and cryopreservation system to increase the number of usable cells in a donated cord blood unit; and offer a free service to process, cryopreserve and bank one dose per patient for the patients lifetime. The patient must, however, agree to donate all additional doses to transplant patients and parents are given an opportunity to protect their child (patient). At this time the company does not believe that it will pursue the development of its Cord Blood Banking Model. 57 Regenerative Translational Medicine Regenerative medicine refers to research into treatments that restore adult body parts. There are three strategies for future treatments: the injection of stem cells or progenitor cells; the induction of regeneration by introduced substances; and the transplantation of in vitro grown organs and tissues. Translation Medicine is the emerging view of medical practice and interventional epidemiology, as a natural 21st century progression from Evidence-Based Medicine. It integrates research inputs from the basic sciences, social sciences and political sciences to optimize both patient care and also preventive measures which may extend beyond the provision of healthcare services. Translational Research is the underlying basis for Translational Medicine that is the process which leads from evidence based medicine to sustainable solutions for public health problems. Fulfilling the promise of translational research for improving the health and longevity of the worlds population depends on developing broad-based teams of scientists and scholars who are able to focus their efforts of clinical trials into changes in clinical practice, informed by evidence from the social and political sciences. We formed Proteonomix Regenerative Translational Medicine Institute, Inc. ("PRTMI") as a Florida corporation on January 5, 2010 and PRTMI RD, SRL incorporated under the laws of the Dominican Republic in February, 2010 as a subsidiary of PRTMI. PRTMI will focus on the translation of promising research in stem cell biology and cellular therapy to clinical applications of regenerative medicine. At present, the PRTMI subsidiary does not have any assets, including technology licenses. We cannot guarantee if and when it will become operational. XGen Medical LLC On August 6, 2010 the Company formed a new subsidiary XGen Medical LLC, a Nevis Islands entity (XGen Medical or XGen). XGen Medical was established with the intention of conducting business in the global medical marketplace. Proteonomix planed on utilizing XGen Medical to serve as a platform for joint ventures with medical facilities worldwide. It was anticipated that new relationships formed with XGen Medical would create medical facilities capable of not just attracting treatments locally, but also acting as hubs for medical tourism. The establishment of a separate subsidiary, XGen Medical LLC., was useful in order to allow Proteonomix to properly enter global markets with the intention of soliciting business through our proprietary PRTMI model.  Under an agreement, two investors were responsible for investing $5,000,000 into XGen Medical in exchange for a 49% interest in XGen Medical.  In exchange for the investment StromaCel was to provide XGen Medical with the technology to practice the cardiac treatment utilizing the technology, and Proteoderm granted distribution rights to cosmeceuticals containing the proprietary stromal cell cosmetic technology in the GCC countries. Due to a default by one of the investors, the remaining investor has indicated that payments toward satisfaction of the contract will be made. To the date of this filing no such payments have been made. The Company plans on litigating to the fullest extent of the law to collect this investment along with any penalties incurred in the default. The negotiations with the second investor failed and the counterparties to the XGen Medical Agreements breached their contract responsibilities. We have assumed one hundred percent (100%) ownership of XGen Medical and are contemplating legal actions against both Patrizio Shawal Pilati and Valentina Earp-Jones, the counterparties to the XGen Medical Agreement. The minority shareholders that are in default will be pursued by all legal means.  Sperm Bank of New York  Reproductive Tissue Storage The Sperm Bank of NY (SBNY) is principally engaged in the processing and cryogenic storage of Sperm. SBNY stores over 2,000 units of Sperm specimens. The specimens are stored in commercially available cryogenic storage units in a third party facility in Mountainside, NJ Reproductive Tissue Storage SBNY offers high quality and competitively priced reproductive tissue services that will include short and longer-term cryogenic storage, inter-facility transportation coordination, and special quarantined cryogenic storage for infectious disease positive specimens. 58 The reproductive tissue storage intends to assure clients of enhanced security for their familys current and future biological tissue cryogenic storage needs. Reproductive tissue storage is also expected to assist clients with the facilitation of future possibilities available for their cryopreserved specimens, including donation for research, anonymous or direct donation. Marketing Marketing Approach SBNY does not have an active Marketing program for its services and relies on Physician referral to obtain clients Competition SBNY believes that growth in the number of Sperm Cryo- Preservation facilities has subsided in the last few years. SBNY competes against many other local and national private sperm Banks. These competitors may have access to greater financial resources. Government Regulation SBNY is required to register with the State of New York and is subject to inspections by the state. As of December 31, 2011 SBNY was in compliance with its New York State regulatory requirements.  Federal and state laws govern SBNYs ability to obtain and, in some cases, to use and disclose data that we may need to conduct certain activities. The Health Insurance Portability and Accountability Act of 1996 (HIPAA) requires the Department of Health and Human Services to issue a series of regulations establishing standards for the electronic transmission of certain health information. SBNY is not subject to HIPAA because SBNY does not engage in certain electronic transactions related to the reimbursement of healthcare providers and because tissue procurement and banking activities are exempt. However, the healthcare providers that collect sperm for SBNYs customers are subject to HIPAA. The identifiable information shared is only what is permitted by HIPAA. In 2009, a portion of the American Recovery and Reinvestment Act of 2009 modified HIPAA under the Health Information Technology for Economic and Clinical Health Act (HITECH Act). While SBNY is still not subject to HIPAA for the reasons stated above SBNY may incur material expenses associated with compliance efforts. In addition, compliance may require management to spend substantial time and effort on compliance measures. If SBNY fails to comply with HIPAA, it could suffer criminal and civil penalties. The civil penalties could include monetary penalties ranging from $100 per violation to $1.5 million depending on the level of violation. SBNY may also subject to local, state and federal laws and regulations relating to safe working conditions, laboratory and manufacturing practices and the use and disposal of hazardous or potentially hazardous substances. These laws include the Occupational Safety and Health Act (OSHA), Environmental Protection Agency (EPA), and those of the local Department of Health. Enacted in 1970, OSHA requires all employers to assure safe and healthful working conditions for working men and women through development and implementation of work standards, education, and training. OSHA enforces the standards developed under the Act, applicable to all employers in the U.S. and its territories. The Environmental Protection Agency (EPA) governs the management and proper disposal of products and by-products or waste. These products must be disposed in a manner that does not adversely affect the environment from which it came or where disposed of. The Department of Health on the local level primarily regulates systems and associated equipment employed in recovery activities such as back-up generators; therefore, governing specific internal processes. Evolving legislation and regulations governing sperm banking in various jurisdictions throughout the world may impact SBNY.  Sale of the Sperm Bank of New York In April 2012, the Company sold the Sperm Bank to Albert Anouna, an unrelated party who owned Biogenetics and who had assisted the Company in operating the Sperm Bank since 2006. The sale price was the assumption of the liabilities owed to Mr. Anouna by the Company and the Sperm Bank in the amount of $222,105. The Sperm Bank was sold because it had incurred operating losses for several years and the capital needed to increase revenue was determined to have been better spent on our stem cell therapies and cosmetic products. 59 History of the Company  Azurel, Ltd. was incorporated on June 26, 1995 in the State of Delaware and marketed a line of fragrances. On February 2, 2001, Azurel filed a voluntary petition for protection from creditors under Chapter 11 in the United States Bankruptcy Court for the District of New Jersey, Newark until it was discharged from bankruptcy in December, 2005. In September 2006, Azurel, Ltd., through a share exchange agreement, acquired National Stem Cell Inc. and its subsidiary, The Sperm Bank of New York and changed its name to National Stem Cell Holding, Inc. National Stem Cell had intellectual property consisting of research into immunological isolation of stem cell populations derived from umbilical cord blood and bone marrow and, in March 2006, began working with the John Hopkins University and developed multiple patents in stem cell expansion, stem cell growth and identification of particular types of stem cells. The Sperm Bank of New York (Sperm Bank), an operating wholly-owned subsidiary of National Stem Cell, derives its revenue from the sale of donated sperm units to potential parents and from the cryopreservation of sperm units maintained by individuals for future use. This service is frequently used by patients who are about to undergo chemotherapy. It also provides sperm donors to donate their sperm for future use by couples and individuals who are considering in vitro fertilization (IVF). The Company provides for donor screening as required by FDA rules 21 CFR 1271 The Sperm Bank is registered and licensed as a tissue bank in New York State. As of October of 2011 the offices of the Sperm Bank which had been located at St. Lukes Hospital in New York, NY closed, The Inventory maintained by Biogenetics and the Sperm Bank of New Jersey was maintained at 187 Mill Lane, Mountainside, NJ 07092. The operations were continued until the sale of the Sperm Bank of New York in April, 2012. On July 8, 2008, the Company formed Proteoderm as a third wholly-owned subsidiary. Through this subsidiary, the Company produces and synthesizes protein polypeptides secreted by stem cells and incorporate them into uniquely formulated personal care products. In August 2008, the Company changed its name to Proteonomix, Inc. In an effort to place different technologies and therapies in different subsidiaries, Stromacel, Inc. ("StromaCel") was registered as a Florida corporation on December 24, 2009 by our President and CEO, Michael Cohen, for $168.   In February, 2010 we acquired all of StromaCels authorized shares at cost for $168 and StromaCel became a subsidiary of the Company. We formed Proteonomix Regenerative Translational Medicine Institute, Inc. ("PRTMI") as a Florida corporation on January 5, 2010 and PRTMI RD, SRL incorporated under the laws of the Dominican Republic in February, 2010 as a subsidiary of PRTMI. PRTMI will focus on the translation of promising research in stem cell biology and cellular therapy to clinical applications of regenerative medicine. At present, the PRTMI subsidiary does not have any assets, including technology licenses. We cannot guarantee if and when it will become operational. StromaCel intends to develop therapies using stromal cells which are key components of tissues and provide critical cytokines and growth factors as well as the cellular microenvironment for normal homeostasis. A cytokine is a small protein released by cells that affects the interactions and communications between cells and the behavior of cells. A growth factor is a naturally occurring substance capable of stimulating cellular growth, proliferation and differentiation. Homeostasis is a self-regulating process by which a biological system maintains stability while adjusting to changing conditions. Stromal cells provide a niche proliferation environment for stem cells. StromaCel's goal is to study the basic cellular properties of stromal cells and to identify the utility of cellular and protein derivatives in disease repair.   60    With the above in mind, on May 4, 2010, Proteonomix licensed from the McNiece


-


Cohen Foundation the Stromal Cell technology (Technology) for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The McNiece


-


Cohen Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have


suffered

myocardial infarctions.

suffered

myocardialThe Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 stock options at $3.55 per share to Michael Cohen, the Companys president.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion. On May 24, 2010, Proteonomix launched its retail web site, www.proteoderm.com, and began accepting pre-orders for its anti-aging line of skin care products. The Company never accepted any funds from pre-orders and could not continue with the manufacturing of the products due to lack of funds. The preorderprogram was discontinued in  2011.  The Company received minimal orders. The Companys strategy was to test the market for demand, which it found to be minimal without proper


marketing.Proteoderm


marketing. Proteoderm contains Matrix NC-138 an anti-aging bioactive ingredient, developed by Proteonomix Inc. Matrix NC-138 is the first product in the Company's pipeline that was a result of the Company's R & D program stem cell and collagen growth. The Company does not anticipate filling orders until the last quarter of 2012 and does not anticipate any problems in filling orders.. On May 28, 2010, Proteonomix completed the development of a new formulation of Proteoderm. The new formulation will only be available at licensed health professionals' offices. The new product, Proteoderm PS (physician strength) is designed to provide a specific dosage of the active ingredient Matrix NC-138, to the patient depending on the patient's skin type and genomic analysis. This should enable the professional to emphasize the use of information about an individual patient to select or optimize that patient's preventative and therapeutic care for their skin. On June 1, 2010, Proteonomix began to concentrate its Research and Development resources on the development of StromaCel in order to further develop its portfolio of intellectual properties and global partnerships On June 1, 2010 Proteonomix retained Wolfe Axelrod Weinberger Associates (WAW), an investor relations agency for one year.  WAW is to receive $7,500 a month and options to purchase 75,000 shares at a purchase price of $5.00 per share, which vest ratably over the 12 month contract commencing July 1, 2010.  The Company had a right to terminate the agreement after three months including all fees and stock options.  The maximum stock options to be issued, if terminated, would be 18,750 shares. The Company has expensed $30,000 through December 31, 2010, and issued 10,000 shares of stock in October 2010 to cover 2 additional months of service through November 30, 2010. The Company has not utilized the services subsequent to November 30, 2010 and terminated this agreement at that time. There is currently $15,000 due to Wolfe, Axelrod and Weinberger as of December 31, 2010. The Company has expensed in stock-based compensation 37,500 options at a value of $72,507.  The Company settled with WAW for $30,000 and the elimination of all outstanding options.  WAW allegedly provided investor relations in the United States from June 1, 2010 through their termination on November 30, 2010. On June 15, 2010 Proteonomix retained Logoform AG, to provide marketing, investor relations and capital raising services for Proteonomix for three months.  Logoform AG received 100,000 stock options @ $5.00 per share exercisable until June 15, 2011, ratably over twelve months commencing July 15, 2010. The Company has expensed 49,998 options through December 31, 2010 as stock-based compensation in accordance with the terms of the agreement. There will be no additional options granted subsequent to December 31, 2010 as the contract has been terminated. The value of the options was $96,673 for the year ended December 31, 2010 relating to these options. Logoform AG also received 50,000 shares of Proteonomix freely tradable, duly authorized and validly issued shares to be paid by a third party on behalf of the Company. The 50,000 shares were paid by a corporation owned by Arnold Lederman, father-in-law of Michael Cohen. Logoform AG will also receive a four percent finders fee for equity or debt raised up to $3,000,000.  Logoform was retained and performed, albeit unsuccessfully, in attempting to raise funding for the Company in Europe. They also provided investor relations services in Europe.  This second IR firm was retained so soon after WAW was retained to attempt to gain access to investors in Europe. On June 16, 2010 Proteonomix shares began to trade on the OTC Bulletin Board under the symbol PROT. 61 On January 3, 2011 Ian McNiece joined our Board of Directors. On January 3, 2011 the Company formed a new subsidiary, THOR BioPharma, Inc., in order to provide an entry into the pharmaceutical market. On March 2, 2011, The Company entered into an agreement with The


Cohen


McNiece Cohen Foundation, Inc. (the "Foundation"), a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology ("UMK-121") which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer which will sublicense UMK-121 to its wholly owned subsidiary THOR BioPharma. The Issuer is required to make milestone payments to the Foundation upon 1) the issuance of a patent, 2) completion of Phase III trials and 3) commercialization which will require the payment of a 3% royalty on net sales. On April 7, 2011,the Company announced that it filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants. The Company, based upon its exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), filed a patent application in April 2011, covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine. On June 16, 2011, the Company announced that it had engaged the services of Bedminster Financial Group, Ltd. to provide investment banking services for the Company with a view to finding joint venture partners and/or strategic investments into one or more of its subsidiaries in order to advance the scientific and commercial development of the subsidiaries and the technologies possessed by the subsidiaries. On September 6, 2011, the Company announced that Michael Cohen, Chief Executive Officer of Proteonomix and Ian McNiece, the Companys Chief Scientific Officer had met with the team at Gilford Securities, the Companys Investment Banker at that time, and Aegis Capital.  Mr. Cohen and Dr. McNiece updated them on the development of the Companys technology and the Companys technical position in several different areas of research and development. On October 17, 2011, the Company announced that it has decided to examine the possibility of licensing its stem cell diabetes related technology to another company in light of continued progress toward its trial of UMK-121, its stem cell treatment for patients awaiting liver transplant to overcome End Stage Liver Disease. On October 19, 2011, the Company announced that it intends to move forward with the testing of its StromaCel technology through its PRTMI subsidiary or its affiliates.  The Company decided to examine the possibility of testing its cardiac stem cell treatment offshore in light of the progress toward its trial of UMK-121, its stem cell treatment for patients awaiting liver transplant to overcome End Stage Liver Disease, in the United States. On November 11, 2011, the Company announced that that the Cosmetic Ingredients Review Board (CIR) had approved and assigned an INCI nomenclature to its innovative Matrix NC-138 Cosmeceutical product, a necessary final step prior to manufacturing and commercialization of cosmetic products in the United States. On November 15, 2011, the Company entered into an agreement with the University of Miami, to conduct a FDA human clinical trial, in patients afflicted with End Stage Liver Disease, of the Companys UMK-121 Biopharmaceutical Stem Cell Technology which is a proprietary technology based upon existing FDA approved drugs.  The Company sublicensed UMK-121 to its wholly owned subsidiary THOR BioPharma.  The Company is required to pay $105,000 to the University and the University will absorb all other costs associated with the study. The Company has agreed to pay a 3% net royalty to the University in the event of commercialization of UMK-121.  On December 27, 2011, the Company announced that it had completed payment of the $105,000 to the University. On March 5, 2012, the Company entered into a Securities Purchase Agreement (the SPA) with the purchasers identified therein (collectively, the Purchasers) providing for the issuance and sale by the Company to the Purchasers of an aggregate of approximately 3,804 shares of the Companys newly designated Series E Convertible Preferred Stock, with each of the Series E Convertible Preferred shares initially convertible into approximately 235 shares of the Companys common stock (the Conversion Shares) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase up to an aggregate of 2,685,873 shares of the Companys common stock, for proceeds to the Company of $3.8 million. After deducting fees and expenses, the aggregate net proceeds from the sale of the Preferred Shares and associated warrants are approximately $3.5 million.    62  Pursuant to the Certificate of Designation to create the Series E Convertible Preferred Stock, the Preferred Shares may be converted at any time at the option of the Purchasers into shares of the Companys common stock at a conversion price of $4.25 per share (the Conversion Price). On each of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) if the registration statement required to be filed by the Company pursuant to the Registration Rights Agreement is not declared effective on or before September 8, 2012 or if a Registration Statement does not register for resale by the Purchasers all of the Conversion Shares issuable hereunder, the date that all Conversion Shares issuable pursuant to the Preferred Shares may be resold by the Holder pursuant to Rule 144 without volume or manner restrictions (each such date, the Trigger Date), the Conversion Price shall be reduced to the lesser of (w) the then Conversion Price, as adjusted and taking into consideration any prior resets, (x) 85% of the volume average weighted price (VWAP) for the 5 trading days immediately following each such Trigger Date, as calculated pursuant to the AQR function on Bloomberg, L.P., (y) 85% of the average of the VWAPs for each of the 5 trading days immediately following the Trigger Date, and (z) 85% of the closing bid price on the last trading day of the 5 trading days immediately following each such Trigger Date, which shall thereafter be the new Conversion Price. The adjusted Conversion Price shall not be lower than $1.00  Pursuant to the terms of the SPA, each Purchaser has been issued a Series A Warrant, a Series B Warrant and a Series C Warrant, each to purchase up to a number of shares of the Companys Common Stock equal to 100% of the Conversion Shares underlying the Preferred Shares issued to such Purchaser pursuant to the SPA. The Series A Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years. The Series B Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise of one year and two weeks. The Series C Warrants have an exercise price of $4.25 per share, vest and are exercisable ratably commencing on the exercise of the Series B Warrants held by each Purchaser (or its assigns) and have a term equal to five years.   On March 5, 2012, in connection with the closing of the private placement, the Company and the Purchasers entered into a Registration Rights Agreement (the Registration Rights Agreement). Under the Registration Rights Agreement, the Company is required to file a Registration Statement within 7 days following the filing date of the Companys Form 10-K for the year ended December 31, 2011, but in no event later than April 16, 2012. The failure on the part of the Company to meet the filing deadlines and other requirements set forth in the Registration Rights Agreement may subject the Company to payment of certain monetary penalties.  As of December 31, 2011, the Company owed $1,612,500 is amount is the accrued salaries due to Michael Cohen, the Companys Chief Executive Officer, who agreed not to have his salary paid until the Company was able to raise sufficient funds to further their development of its technology, and Robert Kohn, our former CFO who has demanded repayment. That did not occur until March 2012. The Company does have outstanding loans as of December 31, 2011 with Michael Cohen and Steve Byle in the amount of $828,956, who either funded the Company directly during the past few years, or paid for expenses related to the Company related to the travel and development of the technology. The Company did convert certain of these payables at various times into shares of common stock and all of that disclosure is noted in the audited financial statements. Michael Cohen converted $350,000 into 625,000 shares and Steve Byle converted $100,000 into 178,572 shares during 2011. There were no conversions during 2010. The Company has unsecured loans and advances with officers of $828,956 as of December 31, 2011. The loans and advances are typically repaid through conversions to shares of common stock. The advances are short-term and typically repaid within 6 months. The officers have not accrued interest on these amounts through December 31, 2010 as the repayment of the advances were made on a recurring basis. Effective, January 1, 2011, the board of directors agreed to pay 3% interest on all amounts outstanding. Interest expense for the year ended December 31, 2011 and accrued for as of December 31, 2011 on these loans amounts to $24,897. These loans were made to fund the Company with working capital during the process of securing contracts.  All loans and advances are due on demand and are included in current liabilities. In addition, the Company has other related party payables outstanding that consist of accrued compensation and related expenses to the President and former CFO of the Company totaling $1,612,500 as of December 31, 2011. This amount has been included in current liabilities on the consolidated balance sheets. In January, the Company issued previously approved shares of the Company common stock to Michael Cohen, 625,000 shares for debt conversion of $350,000, and Steven Byle, 178,572 shares for debt conversion of $100,000.  Rodman &Renshaw, LLC (Rodman) acted as the exclusive placement agent for the private placement. Pursuant to the terms of the Placement Agent Agreement entered into by the Company and Rodman on February 15, 2012 (the Placement Agent Agreement), the Company has agreed (a) to pay to Rodman the placement agent fee equal to 7% of the aggregate gross proceeds raised in the private placement, (b) to issue to Rodman warrants to purchase 62,670 shares of the Companys common stock, and (c) to reimburse Rodman for certain expenses. 63  General Business Overview We are a biotechnology company engaged in the discovery and development of cell therapeutics, tissue banking services and cosmeceutical products. Our technologies are embodied in patent applications including but not limited to: a medium and scaffolding for enhancing the growth of cells, a growth platform for cells, a device to eliminate malformed  cells via filtration. We have developed products utilizing our intellectual property including but not limited to an anti-aging cosmeceutical based on our NC138 protein matrix UMK 121 and the StromaCel cardiac treatment.  We have utilized our management and advisory team in conjunction with third party universities and research centers to develop these products and technologies. We have further developed an innovative business model for early commercialization and expedited FDA trials for our products and services through an international network of laboratories. Company Overview Cosmeceuticals

 We have developed a range of anti-aging and wound care products, that we intend to manufacture, market and sell through our Proteoderm subsidiary based on a stem cell secreted matrix of proteins that stimulate collagen. Cell Therapies

 We are developing a diverse array of therapies for major diseases such as cardiac arrest and diabetes. Our first product, StromaCel cellular material for post-myocardial infarction patients that we intend to bring to FDA trials in 2012 in conjunction with our new cellular expansion technology  Business Model

 We are seeking to establish an international network of laboratories through which we intend to reach market earlyfor treatments still in FDA trials while simultaneously expediting the FDA trials with the data collected from the treatment.  Pharmacological

 Our first pharmacological product, currently named UMK 121, provides for the in vivo mobilization of specific bone marrow cells. The pre-clinical studies were conducted in rodents and a large animal model to confirm the potential of the UMK-121 technology to mobilize Stromal Stem Cells (SSCs) into the peripheral blood of animals, thereby making the SSCs available for therapeutic uses. The Company has created a wholly owned subsidiary, Thor Biopharma Inc. (THOR) to develop and commercialize the UMK 121. THOR has negotiated an agreement with the University of Miami on the implementation of a human clinical trial. Technology Overview We have worked together with independent outside laboratories and national universities to develop a portfolio of complementary and synergistic technologies covering all steps in the Regenerative Therapy process. These steps include: Cell Identification

 Stem cells occur in various organs in the body, identifying the desired cells from all other cells is the first step towards a treatment. We have filed patent applications for biomarkers specifically identifying Islet Cells in the pancreas for diabetes treatment and Stromal Cells in bone marrow for cardiac treatment, marketed under the brand name StromaCel. Cell Isolation

 Once the cells are identified, the desired cells must be isolated from all others to create a pure material to increase efficiency and reduce rejection. This is the second step towards a treatment. We have filed patents on a method of stem cell isolation for various applications. 64 Cell Conversion

 For some treatments, the Stem Cells must be converted from one type to another. We have filed a patent for conversion of pancreatic stem cells into insulin producing beta cells as part of our diabetes research. Cell Expansion

 Once the desired cells have been identified, isolated, and converted for the desired result, the quantity must be dramatically increased in number. Current technology is generally limited to a five-generation increase in cells before differentiation (replication errors). We have developed a unique growth medium and matrix that currently shows many additional generations without differentiation. Cryopreservation

 The final step in treatment is the preservation of the material for storage and transport. We have developed a technology that decreases the numbers of cells lost during the cryopreservation and thawing process and further reduces the chances of contamination.   24   Proteoderm, Inc. We have developed cosmeceutical products based on patent applications of our stem cell derived proteins Matrix NC-138 (NC138") technology which we have assigned to our subsidiary, Proteoderm. Cosmeceutical" is a word blended from cosmetic" and pharmaceutical" and is defined as a cosmetic with active pharmaceutical ingredients. Proteoderm introduced our cosmeceutical at the Anti-Aging Conference sponsored by the American Academy of Anti-Aging Medicine held in National Harbor, Maryland in August, 2008 by manning a kiosk and providing samples of our cosmeceutical kits to participants, primarily physicians and industry leaders. Proteoderm has developed an anti-aging kit consisting of a day cream, night cream, cleanser, exfoliant and under eye cream under the brand name Matrix NC-138." We anticipate that the cosmeceutical kits will be ready for shipment to customers as soon as the production process is complete, estimated, in the fourth quarter 2012. Proteoderm designs, produces and synthesizes proteins, and polypeptides (chains of linked amino acids which when folded in a particular three-dimensional configuration, become protein) secreted by stem cells and incorporate them into uniquely formulated personal care products. Its business concept is to develop and commercialize products based upon sophisticated, high performance biomaterials exclusively for use in the cosmetics and personal care markets. Our marketing and promotional efforts will feature the anti-aging and anti-wrinkle properties of our products formulated with NC-138. We believe that cosmeceuticals containing our Matrix NC 138 can be topically applied to consumers skin and can be taken up into the outer skin layers to enhance the natural formation of collagen. In vivo studies using an emulsion containing 3% Matrix NC-138 on where volunteers against a placebo in a half-face double blind study were reviewed. Volunteers were asked to apply the cream twice daily for six weeks on the crow feet area. Several parameters were analyzed after six weeks: skin profile, skin hydration and a self assessment on the product given by panelists through a questionnaire. On the basis of in vivo studies, we believe that our cosmeceutical refines skin texture and gives suppleness to the skin thus contributing to a youthful look. However, the research, data and conclusions regarding our cosmeceutical have not been independently verified and the merits of our claims have not been subject to independent evaluation by experts in the cosmeceutical field. The results of our efficacy tests have based on observations of  and have not yet been replicated. In addition, there are no established standards for test procedures, methodology or documentation by which companies marketing cosmeceuticals must adhere before making claims about their products' efficacy.  65 The Personal Care Products Council (PCPC"), formerly known as the Cosmetic, Toiletry and Fragrance Association, is a leading national trade association for the cosmetic and personal care products industry. It is a trusted source of information for and about the industry and a vocal advocate for consumer safety and continued access to new, innovative products. The PCPC has adopted a Consumer Commitment Code to formalize many existing product safety practices and to demonstrate its members commitment to safety. The PCPC does not regulate but provides information on national and international regulation. We have applied to the PCPC. We presently adhere to the Personal Care Products Council Consumer Commitment Code, including filing timely reports with the FDA regarding manufacturing and ingredient usage, and will continue to do so after our membership application is accepted. However there is no penalty for failure to follow the code. The following principles summarize the code: A company should market cosmetic products only after ensuring that every ingredient and finished product has been substantiated for safety and concentrating whether through the CIR or other appropriate data and information, including adverse events, should be available for inspection by the FDA and should maintain a safety information summary of ingredient and product safety information.    25  The Cosmetic Ingredient Review (CIR") Expert Panel is an independent, nonprofit panel of scientists and physicians established in 1976 to assess the safety of ingredients used in cosmetics in the U.S. with the support of the U.S. Food and Drug Administration and the Consumer Federation of America in an open, unbiased, and expert manner, and to publish the results in the peer-reviewed scientific literature. The CIR is now an independent organization, the mission of which is to review and assess the safety of ingredients used in cosmetics in an open, unbiased, and expert manner, and to publish the results in the peer-reviewed scientific literature. Although funded by the PCPC, CIR and the review process are independent from the Council and the cosmetics industry. General policy and direction are given by a six member Steering Committee chaired by the President and CEO of the PCPC, with a dermatologist representing the American Academy of Dermatology, a toxicologist representing the Society of Toxicology, a consumer representative representing the Consumer Federation of America, an industry scientist (the current chair of the PCPC CIR Committee), and the PCPC Executive Vice President for Science. We filed an application to the CIR for our proprietary Matrix NC-138 and it was recently approved. All other ingredients are on the approved list. These ingredients include water, a sun block, oils, thickening agents, moisturizers and fragrances. The approved list of cosmetic ingredients may be found at http://www.cir-safety.org/staff_files/pdf4.pdf. The CIR Procedures established an Expert Panel to set priorities and review and assess ingredient safety data. The seven CIR Expert Panel voting members are physicians and scientists who have been publicly nominated by consumer, scientific, and medical groups; government agencies; and industry. Expert Panel members must meet the same conflict of interest requirements as individuals serving on FDA advisory committees. Three liaison members serve as nonvoting members representing government, consumers, and industry. With participation of these liaison representatives from FDA, CFA, and the Council, the CIR Expert Panel creates a unique forum for open discussions on issues affecting public safety. CIR staff members conduct extensive literature searches, compile data, and prepare draft reports on high-priority ingredients. They organize the literature into several categories: chemistry (including physical properties and manufacture), use (cosmetic and non-cosmetic), general biology (with absorption, distribution, metabolism, and excretion data), and animal toxicology (acute, short-term, subchronic, and chronic studies, as well as dermal irritation and sensitization data). The staff also prepares a clinical assessment of the ingredients that may include epidemiologic studies, along with classic repeated insult patch tests. In vitro test data are also gathered and incorporated into the review.  66 At each stage of the process, CIR seeks the input of all interested parties during a formal 60-day comment period. If the open scientific literature contains insufficient information, the Expert Panel will call on industry or other interested parties to provide unpublished data or to undertake specific studies. After multiple opportunities for public comment and open, public discussion, a final safety assessment is issued. The Panel may make one of four basic decisions regarding an ingredient: Safe ingredients

. Ingredients safe in the practices of use (product categories) and concentrations of use for each product category as documented in the safety assessment. Unsafe ingredients.

These are ingredients with specific adverse effects that make them unsuitable for use in cosmetics. Safe ingredients, with qualifications.

The Panel may reach the conclusion that an ingredient can be used safely, but only under certain conditions. Qualifications frequently relate to maximum concentration, but may also address rinse-off versus leave-on uses and other restrictions. Ingredients for which the data are insufficient

.  If the Panel reaches an insufficient data conclusion, it does not state whether the ingredient is safe or unsafe. The Panel is, however, describing a situation in which the available data do not support safety. The specific data that would allow the Panel to complete its assessment always are identified.  CIR safety assessments are made available as monographs and are published in the International Journal of Toxicology. Each year, CIR publishes the CIR Compendium, a comprehensive collection of findings from all CIR reports.  26 Recognizing that new information may be available on safety assessments completed years ago, the Expert Panel may re-review of assessments that are more than 15 years old or for which there is some new information known to the Panel. If there are relevant new data, the Panel will consider the need for an amended safety assessment. If the search for newly available data fails to uncover information relevant to ingredient safety, or if the new data duplicate information already in the safety assessment, the Expert Panel will not reopen the safety assessment. Although we believe that the results of our preliminary in vitro and in vivo studies are determinative of the efficacy of our cosmeceutical, we plan to perform a more formal and more extensive study for marketing purpose.  The multi-center efficacy study is on a larger scale than previous tests we have conducted of the effects of the Proteoderm skin care line on aged skin, particularly wrinkles. The study is designed as a split-face study (i.e. one half the face using our cosmeceutical and the other the creams or lotions presently used by the participants in the study), conducted over the course of a twelve-week period for 150 patients. We anticipate that the study will commence during 2012 as we anticipate having a sufficient number of cosmeceutical kits and other materials for the test. We plan to ship our kits to customers prior to the completion of the study. The study participants will be photographed immediately prior to commencement of the study, and every two weeks thereafter. Study Materials are expected to total 30-40 pages, including, but not limited to: patient and Investigator questionnaires; patient consents (subject to approval of the Companys counsel); instructions to patients and to investigators; written agreements of the Investigators to participate in the Study; study protocol (design of the Study); patient logs; 67 patient assessment forms; and other materials deemed by Dr. Khan to be necessary or advisable. Raw materials will be manufactured by the University of Miami. Competition While we are unaware of any companies that have cosmeceutical technologies similar to the ones we have developed, there are a substantial number of companies are offering anti-aging cosmetics. Many physicians offer Botox and laser therapies. None of them includes a protein such as our patent pending protein, NC-138, which occurs in women during pregnancy. Pending the outcome of further testing of our cosmeceutical, we are not claiming that our cosmeceutical has more advantageous anti-aging properties than other products. Many companies claim to offer stem-cell related products but we believe that none have obtained CIR INCI name as a new compound. University of Miami has entered into an exclusive agreement with us to manufacture Matrix NC-138TM as a product for our subsidiary Proteoderm. University of Miami manufactures the material in a good manufacturing facility (cGMP). The agreement with University of Miami has expired and we are negotiating an extension. In the absence of successful negotiation, we will have to seek another supplier; and there is no assurance that we can find one.  Thor Biopharma, Inc. On January 3, 2011 the Company formed a new subsidiary, Thor BioPharma, Inc., in order to provide an entry into the pharmaceutical market. On March 2, 2011, The Company entered into an agreement with The Cohen McNiece Foundation, Inc. (the "Foundation"), a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology ("UMK-121") which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer which will sublicense UMK-121 to its wholly owned subsidiary Thor BioPharma. The Issuer is required to make milestone payments to the Foundation upon 1) the issuance of a patent, 2) completion of Phase III trials and 3) commercialization which will require the payment of a 3% royalty on net sales. On April 7, 2011, the Company announced that it filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants. The Company, based upon its exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), filed a patent application in April 2011, covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine. 27 The Company and the University of Miami entered into a contract toward the end of 2011 to conduct a human clinical trial of UMK-121 on End Stage Liver Disease patients.  The Company expects this trial to commence in February, 2012.  The Company believes that the technology has applications in treating kidney, cardiac and lung diseases as well although very little work has been done in those areas. StromaCel,Inc. In an effort to place different technologies and therapies in different subsidiaries, Stromacel, Inc. ("StromaCel") was registered as a Florida corporation on December 24, 2009 by our President and CEO, Michael Cohen, for $168.   In February, 2010 we acquired all of StromaCels authorized shares at cost for $168 and StromaCel became a subsidiary of the Company. StromaCel intends to develop therapies using stromal cells which are key components of tissues and provide critical cytokines and growth factors as well as the cellular microenvironment for normal homeostasis. A cytokine is a small protein released by cells that affects the interactions and communications between cells and the behavior of cells. A growth factor is a naturally occurring substance capable of stimulating cellular growth, proliferation and differentiation. Homeostasis is a self-regulating process by which a biological system maintains stability while adjusting to changing conditions. Stromal cells provide a niche proliferation environment for stem cells. StromaCel's goal is to study the basic cellular properties of stromal cells and to identify the utility of cellular and protein derivatives in disease repair. 68 With the above in mind, on May 4, 2010, Proteonomix licensed from the Cohen-McNiece Foundation the Stromal Cell technology (Technology) for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The Cohen-McNiece Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have suffered myocardial infarctions.

  The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 stock options at $3.55 per share to Michael Cohen, the Companys president.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion  Cord Blood Model We have developed a Cord Blood expansion technology and combined it with an improved Cryopreservation system. These technologies make it possible to change the standard model for Cord Blood Banking. Under our model, Umbilical Cord Blood banking will become a free service to patients and we will increase the donor supply to eliminate shortages. Once we can complete our trials (pre clinical and FDA), we will use our expansion and cryopreservation system to increase the number of usable cells in a donated cord blood unit; and offer a free service to process, cryopreserve and bank one dose per patient for the patients lifetime. The patient must, however, agree to donate all additional doses to transplant patients and parents are given an opportunity to protect their child (patient). At this time the Company may not pursue its Cord Blood Banking Model. Regenerative Translational Medicine Regenerative medicine refers to research into treatments that restore adult body parts. There are three strategies for future treatments: the injection of stem cells or progenitor cells; the induction of regeneration by introduced substances; and the transplantation of in vitro grown organs and tissues. Translation Medicine is the emerging view of medical practice and interventional epidemiology, as a natural 21st century progression from Evidence-Based Medicine. It integrates research inputs from the basic sciences, social sciences and political sciences to optimize both patient care and also preventive measures which may extend beyond the provision of healthcare services.   28 Translational Research is the underlying basis for Translational Medicine that is the process which leads from evidence based medicine to sustainable solutions for public health problems. Fulfilling the promise of translational research for improving the health and longevity of the worlds population depends on developing broad-based teams of scientists and scholars who are able to focus their efforts of clinical trials into changes in clinical practice, informed by evidence from the social and political sciences. We formed Proteonomix Regenerative Translational Medicine Institute, Inc. ("PRTMI") as a Florida corporation on January 5, 2010 and PRTMI RD, SRL incorporated under the laws of the Dominican Republic in February, 2010 as a subsidiary of PRTMI. PRTMI will focus on the translation of promising research in stem cell biology and cellular therapy to clinical applications of regenerative medicine. At present, the PRTMI subsidiary does not have any assets, including technology licenses. We cannot guarantee if and when it will become operational.   69  History of the Company Azurel, Ltd. was incorporated on June 26, 1995 in the State of Delaware and marketed a line of fragrances. On February 2, 2001, Azurel filed a voluntary petition for protection from creditors under Chapter 11 in the United States Bankruptcy Court for the District of New Jersey, Newark until it was discharged from bankruptcy in December, 2005. In September 2006, Azurel, Ltd., through a share exchange agreement, acquired National Stem Cell Inc. and its subsidiary, The Sperm Bank of New York and changed its name to National Stem Cell Holding, Inc. National Stem Cell had intellectual property consisting of research into immunological isolation of stem cell populations derived from umbilical cord blood and bone marrow and, in March 2006, began working with the John Hopkins University and developed multiple patents in stem cell expansion, stem cell growth and identification of particular types of stem cells. The Sperm Bank of New York, an operating wholly-owned subsidiary of National Stem Cell, derives its revenue from the sale of donated sperm units to potential parents and from the cryopreservation of sperm units maintained by individuals for future use. On July 8, 2008, the Company formed Proteoderm as a third wholly-owned subsidiary. Through this subsidiary, the Company produces and synthesizes protein polypeptides secreted by stem cells and incorporate them into uniquely formulated personal care products. In August 2008, the Company changed its name to Proteonomix, Inc. In an effort to place different technologies and therapies in different subsidiaries, Stromacel, Inc. ("StromaCel") was registered as a Florida corporation on December 24, 2009 by our President and CEO, Michael Cohen, for $168.   In February, 2010 we acquired all of StromaCels authorized shares at cost for $168 and StromaCel became a subsidiary of the Company. We formed Proteonomix Regenerative Translational Medicine Institute, Inc. ("PRTMI") as a Florida corporation on January 5, 2010 and PRTMI RD, SRL incorporated under the laws of the Dominican Republic in February, 2010 as a subsidiary of PRTMI. PRTMI will focus on the translation of promising research in stem cell biology and cellular therapy to clinical applications of regenerative medicine. At present, the PRTMI subsidiary does not have any assets, including technology licenses. We cannot guarantee if and when it will become operational. StromaCel intends to develop therapies using stromal cells which are key components of tissues and provide critical cytokines and growth factors as well as the cellular microenvironment for normal homeostasis. A cytokine is a small protein released by cells that affects the interactions and communications between cells and the behavior of cells. A growth factor is a naturally occurring substance capable of stimulating cellular growth, proliferation and differentiation. Homeostasis is a self-regulating process by which a biological system maintains stability while adjusting to changing conditions. Stromal cells provide a niche proliferation environment for stem cells. StromaCel's goal is to study the basic cellular properties of stromal cells and to identify the utility of cellular and protein derivatives in disease repair.  29      70 With the above in mind, on May 4, 2010, Proteonomix licensed from the Cohen-McNiece Foundation the Stromal Cell technology (Technology) for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The Cohen-McNiece Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have suffered

myocardial infarctions.



The

Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 stock options at $3.55 per share to Michael Cohen, the Companys president.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion. On June 1, 2010, Proteonomix began to concentrate its Research and Development resources on the development of StromaCel in order to further develop its portfolio of


intellectual properties and global partnerships



. On May 24, 2010, Proteonomix launched its retail web site,

www.proteoderm.com

, and began accepting pre-orders for its anti-aging line of skin care products. Proteoderm contains


Matrix NC-138



an anti-aging bioactive ingredient, developed by Proteonomix Inc. Matrix NC-138 is the first product in the Company's pipeline that was a result of the Company's R & D program stem cell and collagen growth. The Company does not anticipate filling orders until the last quarter of 2012. On May 28, 2010, Proteonomix completed the development of a new formulation of Proteoderm. The new formulation will only be available at licensed health professionals' offices. The new product, Proteoderm PS (physician strength) is designed to provide a


specificdosage of the active ingredient Matrix NC-138



, to the patient depending on the patient's skin type and genomic analysis. This should

enable the professional to emphasize the use of information about an individual patient to select or optimize that patient's preventative and therapeutic care for their skin. On June 1, 2010 Proteonomix retained Wolfe Axelrod Weinberger Associates (WAW), an investor relations agency for one year.  WAW is to receive $7,500 a month and options to purchase 75,000 shares at a purchase price of $5.00 per share, which vest ratably over the 12 month contract commencing July 1, 2010.  The Company has a right to terminate the agreement after three months including all fees and stock options.  The maximum stock options to be issued, if terminated, would be 18,750 shares. The Company has expensed $30,000 through December 31, 2010, and issued 10,000 shares of stock in October 2010 to cover 2 additional months of service through November 30, 2010. The Company has not utilized the services subsequent to November 30, 2010 and terminated this agreement at that time. There is currently $15,000 due to Wolfe, Axelrod and Weinberger as of December 31, 2010. The Company has expensed in stock-based compensation 37,500 options at a value of $72,507.  On June 15, 2010 Proteonomix retained Logoform AG, to provide marketing, investor relations and capital raising services for Proteonomix for three months.  Logoform AG received 100,000 stock options @ $5.00 per share exercisable until June 15, 2011, ratably over twelve months commencing July 15, 2010. The Company has expensed 49,998 options through December 31, 2010 as stock-based compensation in accordance with the terms of the agreement. There will be no additional options granted subsequent to December 31, 2010 as the contract has been terminated. The value of the options was $96,673 for the year ended December 31, 2010 relating to these options. Logoform AG also received 50,000 shares of Proteonomix freely tradable, duly authorized and validly issued shares to be paid by a third party on behalf of the Company.  Logoform AG will also receive a four percent finders fee for equity or debt raised up to $3,000,000. 71 On June 16, 2010 Proteonomix shares began to trade on the OTC Bulletin Board under the symbol PROT.  On January 3, 2011 Ian McNiece joined our Board of Directors.   30   On January 3, 2011 the Company formed a new subsidiary, THOR BioPharma, Inc., in order to provide an entry into the pharmaceutical market. On March 2, 2011, The Company entered into an agreement with The Cohen McNiece Foundation, Inc. (the "Foundation"), a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology ("UMK-121") which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer which will sublicense UMK-121 to its wholly owned subsidiary THOR BioPharma. The Issuer is required to make milestone payments to the Foundation upon 1) the issuance of a patent, 2) completion of Phase III trials and 3) commercialization which will require the payment of a 3% royalty on net sales. On April 7, 2011,the Company announced that it filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants. The Company, based upon its exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), filed a patent application in April 2011, covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine. On June 16, 2011, the Company announced that it had engaged the services of Bedminster Financial Group, Ltd. to provide investment banking services for the Company with a view to finding joint venture partners and/or strategic investments into one or more of its subsidiaries in order to advance the scientific and commercial development of the subsidiaries and the technologies possessed by the subsidiaries. On September 6, 2011, the Company announced that Michael Cohen, Chief Executive Officer of Proteonomix and Ian McNiece, the Companys Chief Scientific Officer had met with the team at Gilford Securities, the Companys Investment Banker at that time, and Aegis Capital.  Mr. Cohen and Dr. McNiece updated them on the development of the Companys technology and the Companys technical position in several different areas of research and development. On October 17, 2011, the Company announced that it has decided to examine the possibility of licensing its stem cell diabetes related technology to another company in light of continued progress toward its trial of UMK-121, its stem cell treatment for patients awaiting liver transplant to overcome End Stage Liver Disease. On October 19, 2011, the Company announced that it intends to move forward with the testing of its StromaCel technology through its PRTMI subsidiary or its affiliates.  The Company decided to examine the possibility of testing its cardiac stem cell treatment offshore in light of the progress toward its trial of UMK-121, its stem cell treatment for patients awaiting liver transplant to overcome End Stage Liver Disease, in the United States. On November 11, 2011, the Company announced that that the Cosmetic Ingredients Review Board (CIR) had approved and assigned an INCI nomenclature to its innovative Matrix NC-138 Cosmeceutical product, a necessary final step prior to manufacturing and commercialization of cosmetic products in the United States.    72 On November 15, 2011, the Company entered into an agreement with the University of Miami, to conduct a FDA human clinical trial, in patients afflicted with End Stage Liver Disease, of the Issuers UMK-121 Biopharmaceutical Stem Cell Technology which is a proprietary technology based upon existing FDA approved drugs.  The Company sublicensed UMK-121 to its wholly owned subsidiary THOR BioPharma.  The Company is required to pay $105,000 to the University and the University will absorb all other costs associated with the study. The Company has agreed to pay a 3% net royalty to the Foundation in the event of commercialization of UMK-121.  On December 27, 2011, the Company announced that it had completed payment of the $105,000 to the University.  Financial Operations Overview Revenues Our revenues and associated direct costs since inception are a result of our sales of donor sperm samples from our Sperm Bank of New York subsidiary, a company engaged in reproductive tissue banking.  In 2012 we anticipate the beginning of sales in the last quarter for our Proteoderm products.    31  General and Administrative Expenses General and administrative expenses consist primarily of the costs associated with our general management, including salaries, professional fees such as legal and accounting, marketing expenses and advisory fees. We have increased our general and administrative expense for legal and accounting compliance costs, investor relations and other activities associated with operating as a publicly traded company.  We have strengthened our administrative capabilities through various consulting agreements. Continued increases will also likely result from additional operational, financial, accounting and advisory contracts.  The majority of our expenses were paid by stock based compensation agreements. Income Taxes We have not recognized any deferred tax assets or liabilities in our financial statements since we cannot assure their future realization. Because realization of deferred tax assets is dependent upon future earnings, a full valuation allowance has been recorded on the net deferred tax assets, which relate primarily to net operating loss carry-forwards. In the event that we become profitable within the next several years, we have net deferred tax assets (before a 100% valuation allowance) of approximately $6,281,334  that may be utilized prior to us having to recognize any income tax expense or make payments to the taxing authorities. Utilization of our net operating loss carry-forwards in any one year may be limited under IRC Section 382, and we could be subject to the alternative minimum tax, thereby potentially diminishing the value to us of this tax asset.     73  Principal Offices   The Company leases approximately 3,269 square feet of office space pursuant to the terms of a lease entered into on April 13, 2010, which expired on April 30, 2011, for a monthly lease payment of $5,585. The Company renewed the agreement on a month to month basis until January 31, 2012 when it abandoned that lease and took temporary office space in the offices of one of its directors and General Counsel, Roger Fidler. The Company believes that such office space will be sufficient for its needs until it leases new office space in the North New Jersey area..  The Companys principal offices are thus now located at 145 Highview Terrace, Hawthorne, NJ 07506. Our telephone number at such address is (973) 949-4195. The use of this space is at will and the Company pays $500 a month for the space amounting to approximately 500 square feet. The Company relocated its offices in August 2012 to 140 East Ridgewood Ave Suite 415, Paramus NJ 07652. The Company has signed a lease for one year for the space and pays $2,246 per month for that space. Our telephone number did not change. The Company leases approximately 3,269 square feet of office space pursuant to the terms of a lease entered into on April 13, 2010, which expired on April 30, 2011, for a monthly lease payment of $5,585. The Company renewed the agreement on a month to month basis until January 31, 2012 when it abandoned that lease and took temporary office space in the offices of one of its directors and General Counsel, Roger Fidler. The Company believes that such office space will be sufficient for its needs until it leases new office space in the North New Jersey area..  The Companys principal offices are thus now located at 145 Highview Terrace, Hawthorne, NJ 07506. Our telephone number at such address is (973) 949-4195. The use of this space is at will and the Company pays $500 a month for the space amounting to approximately 500 square feet.   LIQUIDITY AND CAPITAL RESOURCES  The following table presents a summary of our net cash provided by (used in) operating, investing and financing activities:  Years Ended December 31Category20112010Net cash (used) in operating activities$ (277,210)$ (565,334)Net cash (used) in investing activities(38,330)(215,265)Net cash provided by financing activities315,535680,790Net increase (decrease) in cash$ (5)$ (99,809)            32 Net Cash Used in Operations  Net cash used in operating activities for the year ended December 31, 2011, was $277,210, compared with net cash used in operating activities of $565,334 during the same period for 2010, or a decrease in the use of cash for operating activities of $288,124 (51%). The decrease in the use of cash is due to: (i) lower net income (loss) of $2,086,189; (ii) offset by a decrease in stock-based compensation of $182,675; (iii) a decrease in the obligation to issue common shares for services of $1,712,063; (iv) an increase in depreciation and amortization expense of $132,450 and (v) a decrease in the change for accounts payable of $258,354.   74  Net Cash Used in Investing Activities  In 2011 and 2010, the only investing activities were the increase in costs associated with filing patents of $38,330 and $215,265, respectively.  Net Cash Provided by Financing Activities  Net proceeds from financing activities were $315,535 for year ended December 31, 2011, compared with $680,790 for the same period in 2010, or a decrease of $362,255 (54%). Of the 2011 and 2010 proceeds from financing activities, 100% from 2010 and $165,535 in 2011 was from the issuance of new debt to related parties from cash infused into the Company. In addition, the Company raised $150,000 in 2011 from proceeds from a convertible note. Management is seeking, and expects to continue to seek to raise additional capital through equity or debt financings, including through one or more equity or debt financings to fund its operations, and pay amounts due to its creditors and employees. However, there can be no assurance that the Company will be able to raise such additional equity or debt financing or obtain such bank borrowings on terms satisfactory to the Company or at all.  Cash and Cash Equivalents  Our cash and cash equivalents decreased during the years ended December 31, 2011 and 2010 by $5 and $99,809, respectively. As outlined above, the decrease in cash and cash equivalents for the current fiscal year was the result of; (i) cash used in operating activities of $277,210, (ii) cash used for the net increase in patent costs of $38,330, and (iii) an increase in cash by $315,535 from financing activities.  Working Capital Information - The following table presents a summary of our working capital at the end of each period:    CategoryDecember 31, 2011December 31, 2010Cash and cash equivalents$ 13$ 18Current assets230,266202,696Current liabilities7,038,6007,095,011Working capital (deficit)$ (6,808,334)$ (6,892,315)   At December 31, 2011, we had a working capital deficit of $6,808,334, compared with a working capital deficit at December 31, 2010 of $6,892,315, a decrease in working capital deficit of $83,981(2%). As of December 31, 2011, the Company had cash and cash equivalents of $13 as compared to $18 on December 31, 2010. The decrease in cash is the net result of our operating, investing and financing activities outlined above. Our revenue generating activities during the period, as in previous years, have not produced sufficient funds for profitable operations, and we have incurred operating losses since inception. Accordingly, we have continued to utilize the cash raised in our financing activities to fund our operations. In addition to raising cash through additional financing activities, we may supplement our future working capital needs through the extension of trade payables and increases in accrued expenses. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon    our continued operations, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing, and the success of our future operations.  33    75      Our cash and cash equivalents during the year ended December 31, 2010 decreased by $99,809 and is the net result of our operating, investing and financing activities outlined above. Our revenue generating activities during the period, as in previous years, have not produced sufficient funds for profitable operations, and we have incurred operating losses since inception.  Accordingly, we have continued to utilize the cash raised in our financing activities to fund our operations. In addition to raising cash through additional financing activities, we have supplemented, and expect to continue to supplement, our future working capital needs through the extension of trade payables, ongoing loans from our chief executive officer and other senior management, and additional deferral of salaries for executive officers. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon our continued operations, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing, and the success of our future operations.   In view of the above matters, realization of certain of the assets in the accompanying balance sheets is dependent upon our continued operation, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing, and the success of its future operations.   Additional Capital  To the extent that additional capital is raised through the sale of our equity or equity-related securities of our subsidiaries, the issuance of our securities could result in dilution to our stockholders. No assurance can be given that we will have access to the capital markets in the future, or that financing will be available on terms acceptable to satisfy our cash requirements, implement our business strategies, If we are unable to access the capital markets or obtain acceptable financing, our results of operations and financial condition could be materially and adversely affected.  We may be required to raise substantial additional funds through other means. We have not begun to receive revenues from our cord blood services or cosmeceutical sales at this point. Management may seek to raise additional capital through one or more equity or debt financings or through bank borrowings.  We cannot assure our stockholders that our technology and products will be commercially accepted or that revenues will be sufficient to fund our operations.  If adequate funds are not available to us, we may be required to curtail operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies or products.  On March 5, 2012, the Company entered into a Securities Purchase Agreement (the SPA) with the purchasers identified therein (collectively, the Purchasers) providing for the issuance and sale by the Company to the Purchasers of an aggregate of approximately 3,804 shares of the Companys newly designated Series E Convertible Preferred Stock, with each of the Series E Convertible Preferred shares initially convertible into approximately 235 shares of the Companys common stock (the Conversion Shares) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase up to an aggregate of 2,685,873 shares of the Companys common stock, for proceeds to the Company of $3.8 million. After deducting fees and expenses, the aggregate net proceeds from the sale of the Preferred Shares and associated warrants are approximately $3.5 million.  Pursuant to the Certificate of Designation to create the Series E Convertible Preferred Stock, the Preferred Shares may be converted at any time at the option of the Purchasers into shares of the Companys common stock at a conversion price of $4.25 per share (the Conversion Price). On each of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) if the registration statement required to be filed by the Company pursuant to the Registration Rights Agreement is not declared effective on or before September 8, 2012 or if a Registration Statement does not register for resale by the Purchasers all of the Conversion Shares issuable hereunder, the date that all Conversion Shares issuable pursuant to the Preferred Shares may be resold by the Holder pursuant to Rule 144 without volume or manner restrictions (each such date, the Trigger Date), the Conversion Price shall be reduced to the lesser of (w) the then Conversion Price, as adjusted and taking into consideration any prior resets, (x) 85% of the volume average weighted price (VWAP) for the 5 trading days immediately following each such Trigger Date, as calculated pursuant to the AQR function on Bloomberg, L.P., (y) 85% of the average of the VWAPs for each of the 5 trading days immediately following the Trigger Date, and (z) 85% of the closing bid price on the last trading day of the 5 trading days immediately following each such Trigger Date, which shall thereafter be the new Conversion Price. The adjusted Conversion Price shall not be lower than $1.00   34


76   Pursuant to the terms of the SPA, each Purchaser has been issued a Series A Warrant, a Series B Warrant and a Series C Warrant, each to purchase up to a number of shares of the Companys Common Stock equal to 100% of the Conversion Shares underlying the Preferred Shares issued to such Purchaser pursuant to the SPA. The Series A Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years. The Series B Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise of one year and two weeks. The Series C Warrants have an exercise price of $4.25 per share, vest and are exercisable ratably commencing on the exercise of the Series B Warrants held by each Purchaser (or its assigns) and have a term equal to five years.  On March 5, 2012, in connection with the closing of the private placement, the Company and the Purchasers entered into a Registration Rights Agreement (the Registration Rights Agreement). Under the Registration Rights Agreement, the Company is required to file a Registration Statement within 7 days following the filing date of the Companys Form 10-K for the year ended December 31, 2011, but in no event later than April 16, 2012. The failure on the part of the Company to meet the filing deadlines and other requirements set forth in the Registration Rights Agreement may subject the Company to payment of certain monetary penalties.  Rodman & Renshaw, LLC (Rodman) acted as the exclusive placement agent for the private placement. Pursuant to the terms of the Placement Agent Agreement entered into by the Company and Rodman on February 15, 2012 (the Placement Agent Agreement), the Company has agreed (a) to pay to Rodman the placement agent fee equal to 7% of the aggregate gross proceeds raised in the private placement, (b) to issue to Rodman warrants to purchase 62,670 shares of the Companys common stock, and (c) to reimburse Rodman for certain expenses.   Off-Balance Sheet Arrangements  We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current of future effect upon our financial condition or results of operations as of December 31, 2011 and 2010.     Financial Condition, Going Concern Uncertainties and Events of Default  During the year ended December 31, 2011, Proteonomix revenue generating activities have not produced sufficient funds for profitable operations and we have incurred operating losses since inception. In view of these matters, realization of certain of the assets in the Companys consolidated balance sheet is dependent upon continued operations, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing on acceptable terms, and the success of future operations. Also, we have outstanding trade and accrued payables of $3,355,605including accrued salaries due to our management of $1,612,500. Also, our Senior Officers net outstanding loans were $828,956.  Our independent registered public accounting firms report on the consolidated financial statements included in our annual report on Form 10-K for the years ended December 31, 2011 and 2010, contains an explanatory paragraph wherein they expressed an opinion that there is substantial doubt about our ability to continue as a going concern. Accordingly, careful consideration of such opinions should be given in determining whether to continue or become our stockholder.   CONSOLIDATED RESULTS OF OPERATIONS The following analysis reflects the consolidated results of operations of Proteonomix, Inc. and its subsidiaries.   77    35   Fiscal 2011 as Compared with Fiscal 2010 2011Stem-Cell/ThorProteodermSperm BankPRTMI & PRTMI RD(1)StromaCel/ XGenTotalSales$ -$ -$26,004$ -$-$26,004Cost of sales$ -$ -($513)$ -$ -($513)Gross profit (loss)$ -$ -$26,517$ -$ -$26,517Operating expenses$897,685$-$58,978$ -$

340,189


-$

1,296,852


956,663Depreciation and amortization$36,868$ -$ -$ -$

-


340,189$3

6,868


77,057Other income (expense)($70,993)($3,710)$ -($150)($1,790)($76,643)Net income (loss)$(1,005,546)($3,710)($32,461)($150)($341,979)($1,383,846)(1)    PRTMI RD is a wholly-owned subsidiary of PRTMI.752010Stem-CellProteodermSperm BankPRTMI & PRTMI RD(1)StromaCel/ XGenTotalSales$ -$ -$83,321$ -$ -$83.321Cost of sales$ -$ -$15,850$ -$ -$15,850Gross profit$ -$ -$67,471$ -$ -$67,471Operating expenses$3,079,890$23,282$105,357$5,000$

287,137


60,344$3,

500,666


273,873Depreciation and amortization$17,814$ -$ -$ -$

-


226,793$

17,814


244,607Other income (expense)($19,026)$ -$ -$ -$ -($19,026)Net income (loss)($3,116,730)($23,282)($37,886)($5,000)($287,137)($3,470,035)(1)    PRTMI RD is a wholly-owned subsidiary of PRTMI. Net Revenues.Net revenues were $26,004 for the year ended December 31, 2011, compared to $83,321 for the comparable period in 2010, or a decrease of $57,317. The decrease is due to a smaller demand for the sperm bank services. A majority of the revenue is driven by the storage of the samples versus the actual sale of the samples.  Cost of Sales.Cost of sales for the year ended December 31, 2011 was ($513) ((2%) of net revenue), compared to $15,850 (19% of net revenue) during the same period in 2010, a decrease of $16,363.  Operating Expenses and Depreciation.Operating expenses and depreciation for the year ended December 31, 2011, decreased $2,184,759 (62%) to $1,333,721for 2011 as compared to $3,518,480 for the same period in 2010. The table below details the components of operating expense, as well as the dollar and percentage changes for the year ended December 31. 78        Yearss Ended December 31,20112010$ Change% ChangeWage and wage related costs$ 258,167$ 391,682$ (133,515)(34.1)Professional fees438,5732,089,365(1,650,792)(79.0)Research and development530,647399,901130,74633.2Insurance costs33,36254,533(21,171)(38.8)Rent - building and equipment12,55129,227(16,676)(57.1)Travel and related14,39466,356(51,962)(78.3)Miscellaneous expenses9,105285,989(276,884)(96.8)Depreciation and amortization36,86817,81419,054107.0Stock based compensation-182,675(182,675)(100.0)Total$ 1,333,667$ 3,517,542$ (2,183,875)(62.1)  36 Wage and wage related costs, which includes salaries, commissions, taxes and benefits, decreased $133,515 (34.1%), due to a reduction in wages and reduced taxes as the CFO was no longer with the Company.  Professional fees include legal, accounting, stock transfer agent, SEC filing, and general consulting fees. Professional fees decreased for the year ended December 31, 2011 versus the same period last year by $1,

650


545

,792 (7

9.0


2.3

%) due to: a decrease in the issuance of stock for services rendered during the year and a decrease in the accrued stock liability and a decrease in legal fees.  Research and development costs include fees paid to the consultants, travel costs as well as amortization costs related to the license agreement and amounts paid for clinical trials. The research and development costs increased $130,746 (33.2%) from 2010 to $530,647 in 2011.  Insurance costs in the year ended December 31, 2011, were $33,362 compared to $54,533 for the same period in 2010, a decrease of $21,171 (38.8%). The decrease is attributed to a reduction in policy limitations and the policy for D & O insurance expiring.   Rent decreased by $16,676 (57.1%) to $12,551 in the year ended December 31, 2011, as compared to $29,227 for the same period in 2010, due to the Companys allocation of rent relating to their sperm bank operations .  Travel expense for the year ended December 31, 2011 of $

14,394


51,852

 compared to the same period for 2010 of $

66,356


191,464

, or a decrease of $

51,962


139,612

 (7

8.3


2.9

%).  Miscellaneous expense decreased by $276,884 (96.8%) to $9,105 for the year ended December 31, 2011, as compared to $285,989 for the same period in 2010. The decrease was due to the Companys lack of cash flow.  Depreciation expense in our operating expenses for the year ended December 31, 2011of $

377,057


36,868

compared to the same period for 2010 of $

244,607


17,814

 increased as a result of the amortization of the license and the patents.  Stock-based compensation, which represents a noncash expense category, represents stock-based compensation to consultants under various contracts. During the year ended December 31, 2011the Company recognized no stock based compensation compared to $182,675 for the year ended December 31, 2010.  The Company measures employee stock option expense in based on the Black-Scholes fair value as outlined above in accordance with ASC 718-10. ASC 718-10 requires the recognition of all share-based payments to employees or to non-employee directors, as compensation for service on the Board of Directors, as compensation expense in the consolidated financial statements. The amount of compensation is measured based on the estimated fair values of such stock-based payments on their grant dates, and is amortized over the estimated service period to vesting.  Consulting expense for stock-based payments to consultants is based on the fair value of the stock-based compensation at inception and amortized over the estimated service period but, in accordance with ASC 505-50, is remeasured on each reporting date until the performance commitment is complete.  79  Other Income (Expense).Other income (expense) includes interest income, interest expense and other non-operating income. Other expense for the year ended December 31, 2011 was $76,643 compared to other expense of $19,026 for the same period last year. The increase in other expense from 2010 of $57,617 is the result of the interest on the related party debt being calculated at 3% commencing January 1, 2011.   Net Loss and Net Loss per Share.Net loss for the year ended December 31, 2011 was $1,

383,846


450,763

, compared to $3,470,035 for the same period in 2010, for a decreased net loss of $2,

019,272


086,189

 (

61


59

%). Net loss per share for the year ended December 31, 2011 was $0.21 compared to $0.75 in the same period for 2010, based on the weighted average shares outstanding of 6,545,182 and 4,629,862, respectively. The decreased net loss for the year ended December 31, 2011 compared to the same period in 2010 arose from the following: (i) decreased net revenue of $57,317, (ii) decreased cost of sales of $16,363, (iii) decreased salary and benefit costs of $133,515, (iv) decreased professional fees of $1,

650,792


545,792

,

 (v) increased research and development costs of $130,746,

 (v

i

) a decrease in insurance costs of $21,171, (vi

i

) decreased travel and entertainment costs of $

51,962


139,612

, (vii

i

) a decrease in miscellaneous costs of $276,884, (

ix


viii

) a decrease in rent expense of $16,676, and (

i

x) an increase in other net non-operating income and expense of $57,617.  As of December 31, 2011, the Company has a contingent liability to issue an aggregate of 12,112,498 shares of its common stock upon the exercise and conversion of all outstanding warrants, options and shares of Preferred Stock.  The Company has reserved this number of shares from our authorized capital stock pending these conversions.  Status of our Research and Development Projects  UMK-121  UMK-121 is a stem cell related drug therapy that relies upon the mobilization of bone marrow stem cells and is a proprietary technology based upon existing FDA approved drugs.  The objective is to create a treatment based upon the drug combination to extend the life of patients with end stage liver disease.  Currently we are seeking a facility to replace the University of Miami in order to conduct a Phase I clinical trial based upon the NDA recently filed with the FDA.The costs incurred in the research and development of UMK-121 for the years ended December 31, 2010 and 2011, were $0 and $141,486, respectively, and for the six months June 30, 2012, the costs incurred were $89,313.The steps necessary to complete the project are Phase I, Phase II and Phase III clinical trials aimed toward obtaining FDA approval.  The risks associated with completing development are set forth in the Risk Factors at Page ___ of this Amendment.  It is highly likely that the Company will not have sufficient funds to bring this project to FDA approval and thus we will have to raise additional capital to complete the project.  We received notice of FDA permission to commence trial of our UMK-121 on or about August 7, 2012 and we hope to begin our trials within the next sixty (60) days.  StromaCel  StromaCel intends to develop therapies using stromal cells, which are key components of tissues and provide critical cytokines and growth factors as well as the cellular microenvironment for normal homeostasis. A cytokine is a small protein released by cells that affects the interactions and communications between cells and the behavior of cells. A growth factor is a naturally occurring substance capable of stimulating cellular growth, proliferation and differentiation. Homeostasis is a self-regulating process by which a biological system maintains stability while adjusting to changing conditions. Stromal cells provide a niche proliferation environment for stem cells. StromaCel's goal is to study the basic cellular properties of stromal cells and to identify the utility of cellular and protein derivatives in disease repair.  The objective is to create a treatment based upon the stromal cells that will reduce inflammation and improve cardiac function in patients who are suffering or have suffered a myocardial infarction.  Currently we are developing the cellular technology and intend to continue the developmentwhen we identify a new facility to conduct our ongoing research and development on this project to replace the University of Miami, which terminated its relationship with us in April, 2012.  The costs incurred in the research and development of StromaCel for the years ended December 31, 2010 and 2011, were $282,080 and $376,675, respectively, and for the six months June 30, 2012, the costs incurred were $289,923. The steps necessary to complete the project are Phase I, Phase II and Phase III clinical trials aimed toward obtaining FDA approval.  The risks associated with completing development are set forth in the Risk Factors at Page ___ of this Amendment


.  It is highly likely that the Company will not have sufficient funds to bring this project to FDA approval and thus we will have to raise additional capital to complete the project


..  We are unable to state with any degree of confidence when a filing with the FDA will occur, when such application would be approved, or when any particular testing phase will be either commenced or completed.  80 Cord Blood  The Cord Blood expansion technology looks to create a cellular platform for the expansion of stem cells from the cord blood and xcreate improved Cryopreservation systems for Cord Blood. The project has been on hold since 2011 due to lack of sufficient funds. The costs incurred in the research and development of the cord blood expansion for the year ended December 31, 2010 was $24,000. For the six months June 30, 2012, the costs incurred were $0. The steps necessary to complete the project will be pre-clinical testing, Phase I, Phase II and Phase III clinical trials aimed toward obtaining FDA approval.  The risks associated with completing development are set forth in the Risk Factors at Page 25


___


 of this Amendment.  It is highly likely that the Company will not have sufficient funds to bring this project to FDA approval and thus we will have to raise additional capital to complete the project.  We are unable to state with any degree of confidence when a filing with the FDA will occur, or when any particular testing phase will be either commenced or completed.  Cosmeceuticals  Our cosmeceutical project is based on patent applications of our stem cell derived proteins Matrix NC-138 (NC138") technology.The objective is to create a series of cosmeceutical products for sale. We received our INCI nomenclature in 2011.  We are presently seeking a facility to manufacture NC-138 because of the termination of agreements at the University of Maimi


.


.. The costs incurred in the research and development of our cosmeceutical products for the years ended December 31, 2010 and 2011, were $31,277 and $12,486, respectively, and for the six months June 30, 2012, the costs incurred were $77,312. The steps necessary to complete the project are obtaining a source for NC-138, establishing a relationship with a cosmetic manufacture and packaging manufacturer. Finally, one or more sources of distribution will be required.  The risks associated with completing development are set forth in the Risk Factors at Page 25


___


 of this Amendment.  Due to the delay caused by the termination of the agreement with the University of Miami the Company anticipates that the cosmeceutical products will be ready sometime in the fourth quarter of 2012. It is highly likely that the Company has sufficient funding to bring the cosmeceutical line to market.     37  CRITICAL ACCOUNTING POLICIES  In December 2001 and January 2002, the Securities and Exchange Commission (SEC) requested that all registrants list their three to five most critical accounting policies in the Managements Discussion and Analysis of Financial Condition and Results of Operations.  The SEC defined a critical accounting policy as one which is both important to the portrayal of the companys financial condition and results of operations, and requires managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.  We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.  Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 the reported amounts of revenues and expenses during the reporting period.  On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to derivative liabilities, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.   81 Fair Value of Financial Instruments (other than Derivative Financial Instruments) The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the notes payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings.  Research and Development The Company incurs costs on activities that relate to research and development of new technology and products.  Research and development costs are expensed as incurred. Certain of these costs may be reduced by government grants and investment tax credits where applicable. The Company has never had any government grants or investment tax credits. Intangible Assets The Companys intangible assets consist of patents and intellectual property, which are carried at the purchase price and/or the legal cost to obtain them. Patents are being amortized over their estimated useful lives, which range from seven to seventeen years. The cost of intellectual property purchased from others that is immediately marketable or that has an alternative future use is capitalized and amortized as intangible assets. Capitalized costs are amortized using the straight-line method over the estimated economic life of the related asset. The Company periodically reviews its capitalized intangible assets to assess recoverability based on the projected undiscounted cash flows from operations, and impairments are recognized in operating results when a permanent diminution in value occurs. The value assigned to the license is being amortized over a period of ten-years. Ten years was determined to be the estimated useful life of the intellectual property that the license is for. The Company will test for impairment on an annual basis and impair the value if necessary.  Revenue Recognition The Company recognizes revenue for the sales of its donor sperm samples, which have been the only source of revenue to date are when persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable and collection is probable. The Company assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a fee is based upon a variable such as acceptance by the customer, the Company accounts for the fee as not being fixed and determinable. In these cases, the Company defers revenue and recognizes it when it becomes due and payable. The Company assesses the probability of collection based on a number of factors, including past transaction history with the customer and the current financial condition of the customer. If the Company determines that collection of a fee is not reasonably assured, revenue is deferred until the time collection becomes reasonably assured. 38 The Company anticipates revenue from support agreements it enters into will be recognized on a straight-line basis over the life of the contract, although the fee is due and payable at the time the agreement is signed or upon annual renewal. Income Taxes Under ASC 740 the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Uncertainty in Income Taxes Under ASC 740-10-25 recognition and measurement of uncertain income tax positions is required using a more-likely-than-not" approach.    82  Impairment of Long-Lived Assets  Long-lived assets, primarily its licenses and fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company does not perform a periodic assessment of assets for impairment in the absence of such information or indicators.  Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. (Loss) Per Share of Common Stock Basic net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share ("EPS") include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share on the consolidated statement of operations due to the fact that the Company reported a net loss and to do so would be anti-dilutive for the periods presented.  Stock-Based Compensation  In 2006, the Company adopted the provisions of ASC 718-10 Share Based Payments". The adoption of this principle had no effect on the Companys operations.  ASC 718-10 requires recognition of stock-based compensation expense for all share-based payments based on fair value. Prior to January 1, 2006, the Company measured compensation expense for all of its share-based compensation using the intrinsic value method.  The Company has elected to use the modified-prospective approach method. Under that transition method, the calculated expense in 2006 is equivalent to compensation expense for all awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair values. Stock-based compensation expense for all awards granted after January 1, 2006 is based on the grant-date fair values. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate.  The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services".The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Companys common stock on the date that the commitment for performance by the counterparty has been reached or the counterpartys performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital. For common stock issuances to non-employees that are fully vested and are for future periods, the Company classifies these issuances as prepaid expenses and expenses the prepaid expenses over the service period. At no time has the Company issued common stock for a period that exceeds one year. 39 Beneficial Conversion Features ASC 470-20 applies to convertible securities with beneficial conversion features that must be settled in stock and to those that give the issuer a choice in settling the obligation in either stock or cash. ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date as the difference between the conversion price and the fair market value of the common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible. ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.    83  Noncontrolling Interests  In accordance with ASC 810-10-45,

Noncontrolling Interests in Consolidated Financial Statements,

the Company classifies controlling interests as a component of equity within the consolidated balance sheets. The Company will apply the provisions in ASC 810-10-45 to the financial information when they have a majority interest in a subsidiary. XGen was the only subsidiary held less than 100%, but the Company assumed control of the minority interest shortly after formation.   RECENT ACCOUNTING PRONOUNCEMENTS In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. FASB ASU 2011-04 amends and clarifies the measurement and disclosure requirements of FASB ASC 820 resulting in common requirements for measuring fair value and for disclosing information about fair value measurements, clarification of how to apply existing fair value measurement and disclosure requirements, and changes to certain principles and requirements for measuring fair value and disclosing information about fair value measurements. The new requirements are effective for fiscal years beginning after December 15, 2011. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Companys results of operations, cash flows or financial position.  In June 2011, FASB issued ASU No. 2011-05, Presentation of Comprehensive Income, which amends the disclosure and presentation requirements of Comprehensive Income. Specifically, FASB ASU No. 2011-05 requires that all nonowner changes in stockholders equity be presented either in 1) a single continuous statement of comprehensive income or 2) two separate but consecutive statements, in which the first statement presents total net income and its components, and the second statement presents total other comprehensive income and its components. These new presentation requirements, as currently set forth, are effective for the Company beginning October 1, 2012, with early adoption permitted. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Companys results of operations, cash flows or financial position.  In September 2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment, which amended goodwill impairment guidance to provide an option for entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events and circumstances, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is no longer required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. Adoption of this guidance is not expected to have any impact on the Companys results of operations, cash flows or financial position.          ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.        ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  See our Consolidated Financial Statements, which incorporates the supplementary data beginning on page F-3.  40         ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. 84        ITEM 9A(T).  CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures  As of the end of the period covered by this Report, the Chief Executive Officer and Chief Financial Officer of the Company (the Certifying Officers) conducted evaluations of the Companys disclosure controls and procedures. As defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure the information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions (SEC) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including the Certifying Officers, to allow timely decisions regarding required disclosure.  Based on this evaluation, the Certifying Officers determined that, as of the end of the period covered by this Report, the Companys disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms and to ensure that information required to be disclosed by the Company in the Reports that it files or submits under the Exchange Act is accumulated and communicated to the Companys management, including the Companys principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure.  During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2011, management identified significant deficiencies related to (i) the absence of U.S. GAAP expertise or an internal accounting staff, (ii) our internal audit functions and (iii) the absence of an Audit Committee which resulted in an ineffective system of internal control at December 31, 2011.  In order to correct the above mentioned deficiencies, we have taken and plan on taking the following remediation measures: · We intend to appoint additional members to our board of directors in 2012 and establish an audit committee. · We intend to hire additional staff in 2012 familiar with financial reporting controls and compliance with Sarbanes-Oxley rules and regulations as well as U.S. GAAP. · We intend to hire internal audit staff to consolidate and concentrate our efforts with the building of its six subsidiaries. · We intend to segregate duties and implement appropriate review procedures throughout the accounting and administration controls.  Although the Certifying Officers have determined that our disclosure controls and procedures were not effective, management continues to believe that a refinement to our disclosure controls is an ongoing process. We will continuously review disclosure requirements, including Form 8-K and Regulation S-K disclosure requirements, SEC staff guidance and interpretations related thereof, as well as Accounting Standards Codification (ASCs) and updates.    Evaluation of Disclosure Controls and Procedures Management of Proteonomix Inc., which consists primarily of our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  The Companys internal control over financial reporting has been designed 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 generally accepted in the United States of America.     85    The Companys internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and 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 Companys financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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. Management assessed the effectiveness of the Companys internal control over financial reporting at December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2011, management identified significant deficiencies related to (i) the absence of U.S. GAAP expertise or an internal accounting staff, (ii) our internal audit functions and (iii) the absence of an Audit Committee which resulted in an ineffective system of internal control at December 31, 2011.  Based on our evaluation under the frameworks described above, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2011.  In order to correct the above mentioned deficiencies, we have taken and plan on taking the following remediation measures: We intend to appoint additional members to our board of directors in 2012 and establish an audit committee. We intend to hire additional staff in 2012 familiar with financial reporting controls and compliance with Sarbanes-Oxley rules and regulations as well as U.S. GAAP. We intend to hire internal audit staff to consolidate and concentrate our efforts with the building of its six subsidiaries. We intend to segregate duties and implement appropriate review procedures throughout the accounting and administration controls.  Managements Annual Report on Internal Control Over Financial Reporting  Management of Proteonomix, Inc

..

 (including its subsidiaries) (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) of the Securities Exchange Act of 1934, as amended).   41   The Companys internal control over financial reporting is a process designed by, and under the supervision of, its principal executive and principal financial officers, or person performing similar functions, 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 in the United States of America. The 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.   86  Under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, the Companys management conducted an assessment of the effectiveness of the Companys internal control over financial reporting based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the Companys management has concluded that, as of December 31, 2011, the Companys internal control over financial reporting was not effective.  This annual report does not include an attestation report of the Companys registered independent public accounting firm regarding internal control over financial reporting.  Managements report was not subject to attestation by the Companys registered independent 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 on Form 10-K.     Changes in Internal Controls  There were no changes in the Companys internal controls over financial reporting during the period covered by the Report that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.         ITEM 9B.  OTHER INFORMATION None PART III       ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  The following table sets forth the current directors and executive officers of Proteonomix:  NameAgeTitle Michael Cohen 4

7


3 President, Chief Executive Officer, Chairman, Board of Directors, Chief Operating Officer Chief Financial Officer Thomas P. Monahan 64 Chief Financial Officer Treasurer  Roger Fidler 61 Director

, Treasurer Steven Byle 4

4


3 Director

, Chief Technology Officer Ian McNiece, PhD 54 Vice-President, Scientific Development, Chief Scientific Officer, Director Jason Isaacs 40 Secretary 42 The directors will serve until the next annual meeting of shareholders, presently scheduled for June 22, 2013, or until their successors are elected and qualified.  Our officers serve until their contracts expire or are terminated by action of our Board of Directors.   Michael Cohen, President, Chief Executive,

Operating and Financial Officer, Treasurer, and

Chairman of the Board. Michael Cohen is the founder of our company and our predecessor company National Stem Cell Inc. He began his career as a paramedic for NYC EMS. He joined Americorp Securities as a Vice President in its mergers and acquisitions department in 1994. He was instrumental in launching a number of successful IPOs at Americorp Securities. He was recruited by Dafna Construction in 1995 as its CFO and played a principal role in its growth and subsequent purchase.  In 1997, Mr. Cohen joined Citigroup as a Vice President of Corporate Finance and managed a department in the risk management division of Salomon Smith Barney. Mr. Cohen serves as our Chairman of the Board and President as well as one of our Principal Investigators for most of our therapeutic developments. 87 Ian McNiece, Vice President, Scientific Development, Chief Scientific Officer and Director Dr. McNiece

,has


, has

 served as Vice-President for Scientific Development and Chief Scientific Officer since November 11, 2009 and as a Director since December 7, 2010.   He



received his PhD in 1986 from the University of Melbourne undertaking his thesis work in studies of blood cell development at the Peter MacCallum Cancer Institute in Melbourne, Australia. He moved to the United States in July, 1986 to the University of Virginia as a postdoctoral fellow. In August, 1997 he was employed by Amgen Inc, as a Research Scientist and then as a Laboratory Head. In September 1998, he left Amgen and moved to the University of Colorado as the Director of Research in the Bone Marrow Transplant Program. Subsequently, he joined JHU as a Professor of Oncology and Laboratory Director of the Graft Engineering Laboratory from January 2003 to May 2007. This laboratory is responsible for all processing of bone marrow, peripheral blood progenitor cell (PBPC) products and cord blood products for transplantation of cancer patients. He was actively involved in optimization of cellular grafts for patient treatment and the translation of basic research to clinical treatment. In July, 2007 he joined the Stem Cell Institute at University of Miami as Director of the Experimental and Clinical Cell-Based Therapies and is presently



Professor of Medicine at University of Miami. Dr. McNiece on January 2, 2007 became a member of the Scientific Advisory Board and Chief Scientific Officer and on November 11, 2009 he also became Vice-President of Scientific Development.  In February, 2010, he was appointed to the Board of Directors of The Foundation for the Accreditation of Cellular Therapy (FACT). Founded in 1996, FACT establishes standards for high quality medical and laboratory practice in cellular therapies. It is a non-profit corporation co-founded by the International Society for Cellular Therapy (ISCT) and the American Society of Blood and Marrow Transplantation (ASBMT) for the purposes of voluntary inspection and accreditation in cellular therapy field. The major objective of FACT is to promote high quality patient care and laboratory performance in the belief that a valid accreditation must assess both clinical and laboratory aspects. In 2000, recognizing the global impact of cord blood banking and transplantation, FACT co-developed international standards for cord blood collection, processing, testing, banking, selection and release. In 2006, FACT collaborated to establish international standards in the field of cellular therapy by international teams of experts in cellular therapy and cord blood banking fields. The standards contain the minimum guidelines for facilities and individuals performing cellular therapy product transplantation, cord blood banking, or providing support services for such activities. On-site inspections are carried out by a team of inspectors who are qualified by training and experience, have attended inspector training and who have a working knowledge of FACT. The inspection process is quality-oriented and follows the FDA's rules for current Good Tissue Practice. Roger Fidler, Director. Mr. Fidler has served as a director since January 2, 2010.  He also was the sole director, President, Chief Executive and Financial Officer of Global Agri-Med Technologies, Inc., a corporation that is publicly traded in the pink sheets, since inception in October 28, 1999. Mr. Fidler has been engaged in the private practice of law since 1983, specializing in corporate and securities law. Mr. Fidler has previously served on the Boards of Directors and as an officer of several other publicly held corporations, including Alfacell Corp., Diehl Graphsoft, Inc., D-Lanz Development Group, Inc., the Leonard Swindbourne Acquisition Corp., and numerous private companies. Mr. Fidler received a B.S. degree in Physics from Dickinson College, Carlisle, Pennsylvania in 1972; a Masters of Science degree from the University of Illinois at Champaign-Urbana, Illinois in 1974; and a Juris Doctor from the University of South Carolina in 1977 where he was a member of the Law Review. He is a member of the bars of New Jersey, New York and the District of Columbia and has practiced before the federal and state courts in New York and New Jersey as well as pro hac vice in cases before Federal District Courts in Kentucky and Florida. In addition he is a patent attorney authorized to practice before the United States Patent and Trademark Office. Mr. Fidler also performs legal services for us and entered in a contract with us to act as General Counsel for a period of three years commencing March 2, 2012.  43     88 Steven Byle, Director, Chief Technology Officer (CTO) Steven Byle joined our board of directors on January 5, 2009. He recently became our Chief Technical Officer. .He has been, since 2007, CTO and Vice-President of Technology for Dockwise, B.V, an energy company, the securities of which trade on the Euronext Stock Exchange under the symbol DOCKE. From 2001 to 2008, he was Chief Executive Officer and Legal Counsel for Offshore Kinematics, Inc., a subsidiary of Dockwise which Mr. Byle founded and sold to Dockwise. In 2002, he founded what has become the Core Group International, an overseas manufacturer of custom, OEM, oilfield, and offshore elastomer systems. Since 2005, he has been a member of the board of directors of Ocean Dynamic China, an engineering subsidiary of Offshore Kinematics. In 2008, he co-founded Texas Auto Superstore, an online automotive sales company. Mr. Byle owned a technology and development consortium, the Novellent Group, founded in 1997, and was a co-founder of Internet Legal Resource Guide which provided online research for attorneys, beginning back in 1995. Mr. Byle earned his B.S. in Engineering from the University of Michigan in 1991, summa cum laude, and was an Angell Scholar, and received his J.D. from the University of Texas Law School magna cum laude in 1998. He also attended Beijing Polytechnic University and Richmond College, England.  Thomas Monahan, Chief Financial Officer  Thomas Monahan has been President of the Company from its inception to present. Mr. Monahan is a retired Certified Public Accountant who was in public practice as a sole practitioner from 1986 though December 2005. During this time, an injury to both of his legs and an extensive hospital and rehabilitation period no longer permitted him to meet the travel requirements of his engagements. On December 19, 2005, the New Jersey State Board of Accountancy entered a Consent Order whereby Mr. Monahan voluntarily agreed not to renew his license to practice accountancy in the State of New Jersey and to surrender his license, which expired December 31, 2005. The action arose because Mr. Monahan did not respond to an ethics inquiry by the American Institute of Certified Public Accountants. The failure to respond was due initially to Mr. Monahans prolonged hospital stay, caused by an accident and his failure to receive the notice mailed to his vacated residence during the hospital stay. Subsequently, Mr. Monahan had no interest in pursuing public accountancy due to his physical disability and thus did not bother to respond to the inquiry. No further action was taken by either the American Institute of Certified Public Accountants or the New Jersey State Board of Accountancy with respect to the underlying ethics inquiry that had been pending for many years concerning Mr. Monahans involvement in the audit of Searex, Inc., a private company because Mr. Monahan decided not to renew his license to practice accounting in 2006.  Before working as a Certified Public Accountant, Mr. Monahan served as Comptroller for Superior Steakhouse Systems, Inc. Mineola, New York. From 1983 to 1984, Mr. Monahan was Assistant Comptroller for CoverTemp, Inc. in White Plains, New York. Mr. Monahan received his B.A. degree from Rutgers University in 1970, his M.A. in Distributive and General Business Education from Montclair State College in Montclair, New Jersey in 1975 and was certified as a teacher for the State of New Jersey K-12 and Distributive and Marketing education. Mr. Monahans teaching license has lapsed. He served as a student teacher at Orange High School in Orange, New Jersey for 16 weeks specializing in Urban Education and taught at John F. Kennedy High School in Paterson, New Jersey.  Jason Isaacs, Secretary Jason Isaacs has served as our corporate Secretary since joining Proteonomix, Inc. in 2010.  He also serves as General Counsel, to Green Hills Software, Inc. which he joined in 2004, and INTEGRITY Global Security, LLC, which he joined in 2008.  Based in Santa Barbara, California, Mr. Isaacs is responsible for Green Hills Softwares and INTREGRITY Global Security's legal affairs, including managing and protecting intellectual property resources, fostering corporate development through strategic relationships with partners and customers, and ensuring compliance with applicable laws and regulations.  Mr. Isaacs also serves as a director on the board of the Santa Barbara Birth Center, which he joined in 2009. Previously, Mr. Isaacs practiced law at Brobeck Phleger & Harrison LLP and Heller Ehrman LLP in San Diego, specializing in technology transactions, licensing arrangements and business litigation in his representation of high growth and venture backed companies.  Mr. Isaacs received his law degree from Harvard Law School in 1997, cum laude and a BA from Brown University in 1992, magna cum laude, Phi Beta Kappa.  89  Scientific Advisory Board and Science Advisors:  Name Age Title Commencement Date  Ian McNiece, Ph.D. 54 Chief Scientific Officer January 2, 2007 The functions of the Scientific Advisory Board (SAB") are as follows: advising the Company with regard to recruitment, processing, storage, banking; research, and development of technologies; and commercialization, including banking, of allogeneic and umbilical cord blood and peripheral blood stem cells as well as other aspects of the Companys business, including but not limited to platform and expansion technologies, therapies related to diabetes and cardiac disease and anti-ageing technologies; supporting the Company in research and development and in related strategic decision making by providing access to leading experts and opinion leaders. The SAB supports outside-the-box" thinking; and assesses the Company's innovation, business, commercialization, and capabilities. Each contract with a member of our Scientific Advisory Board states that the member perform advisory and consulting functions including, but not limited to the following services: 1) advising the registrant in regard to all aspects of the Scientific Advisory Board mandates set forth above; 2) reviewing and providing assessment of clinical protocols, rules, regulations; 3) providing advice and assistance concerning clinical developments, and directions; 4) providing information, knowledge, and comments to and for research and development strategic decision making purposes; and 5) providing advice and assistance regarding regulatory procedures including the Food and Drug Administration or other corresponding regulatory bodies in other countries in order to achieve regulatory approval. Members of the Scientific Advisory Board do not participate in management decisions of the Company.    Code of Ethics  As of July 31, 2012, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  Procedure For Nomination of Board Members By Shareholders  Security holders may recommend nominees to the board of directors by submitting to the Company at its corporate headquarters the security holders nominee for the Board of Directors not less than twenty (20) days prior to the annual meeting of shareholders.  SECTION 16(a) COMPLIANCE AND REPORTING  Under the securities laws of the United States, the Companys directors, executive officers, and certain securities holders of the Companys common stock are required to report their initial ownership of the Companys common stock and any subsequent changes in that ownership to the SEC.  Specific due dates for these reports have been established and the Company is required to disclose any failure to file by these dates.  44 Based on our review of Forms 3, 4 and 5 submitted to us pursuant to Rule 16a-3 under the Exchange Act by our executive officers and directors with respect to our most recent fiscal year ended December 31, 2011, there were no known (1) late reports, (2) transactions that were not reported, or (3) known failures to file a required report by such executives officers and directors, except that

issuances of Series D Preferred Stock to Michael Cohen, Roger Fidler, Steven Byle and Ian McNiece were reported late upon Form 5.           90  ITEM 11.  EXECUTIVE COMPENSATION  Compensation Discussion and Analysis  Overview The material principles underlying our goals for executive compensation policies and decisions are intended to:  implement compensation packages which are competitive with comparable organizations and allow us to attract and retain the best possible executive talent;      relate annual and long-term cash and stock incentives to achievement of measurable corporate and individual performance objectives;  appropriately balance the mix of cash and noncash short and long-term compensation;  encourage integrity in business dealings through the discretionary portion of our compensation package; and  align executives incentives with long-term stockholder value creation.  We determine the appropriate levels of total executive compensation, including for our named executive officers, and each compensation element, based on several factors, such as an informal benchmarking of our compensation levels to those paid by comparable companies, our overall performance, each individual executive officers performance, the desire to maintain level equity and consistency among our executive officers, and other considerations that we deem to be relevant.  Elements of Compensation  The principal elements of our compensation package are as follows, although we have not provided cash based compensation other than for base salary. We may consider in the future other cash based compensation once we become able to do so.  base salary;  annual cash incentive bonuses;  long-term incentive plan awards using stock options;  severance benefits;  change in control benefits;  401(k) savings plans;  retirement benefits;  perquisites and other compensation.      45


91      Base Salary  The amount of base salary paid or payable to our named executive officers is used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. When establishing base salaries for the executives, management considers a number of factors, including the seniority of the individual, the functional role of the position, the level of the individuals responsibility, the ability to replace the individual, the base salary of the individual at his prior employment and various qualified candidates to assume the individuals role. Generally, we believe our executives base salaries should be targeted near the median of the range of salaries for executives in similar positions at comparable companies.  Annual Cash Incentive Bonus  Due to the limited cash available to us, we currently do not have a bonus plan and, during 2011, we did not make any annual cash incentive award to our employees, including our named executive officers. Summary Compensation Table  The following Summary Compensation Table sets forth the compensation earned or awarded to our CEO, President, CFO and other named executive officers during each of the two fiscal years ended December 31, 2011:


|                                                  |      |            |           |                  |                   |                                            |                                        |                            |          |  |  |  |  |  |  |  |  |  | 
|------------------------------------------------- | ---- | ---------- | --------- | ---------------- | ----------------- | ------------------------------------------ | -------------------------------------- | -------------------------- | -------- |  |  |  |  |  |  |  |  |  | 
|Summary Compensation Table
Annual Compensation   
|Name
and
Principal
Position                       | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option
Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation ($) | All Other
Compensation ($) | Total($)
|Michael Cohen
President, CEO, CFO (1)             | 2010 | $250,000   | $75,000   | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $40,000                    | $365,500
|                                                  | 2011 | $250,000   | $75,000   | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $40,000                    | $365,500
|                                                  |      |            |           |                  |                   |                                            |                                        |                            |         
|Ian McNiece
Vice President (2)                    | 2010 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|                                                  | 2011 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|                                                  |      |            |           |                  |                   |                                            |                                        |                            |         
|Steven Byle
Chief Technical Officer, Director (3) | 2010 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|                                                  | 2011 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|Roger Fidler
Director(4)                          | 2010 | $75,000    | $-0-      | $177,500         | -0-               | $ -0-                                      | $-0-                                   | $-0-                       | $252,500
|                                                  | 2011 | $-0-       | $-0-      | $23,750          | -0-               | $ -0-                                      | $-0-                                   | $-0-                       | $23,750 
|Jason Isaacs                                      | 2011 | $-0-       | $-0-      | $2,308           | -0-               | $-0-                                       | $-0-                                   | $-0-                       | $2,308  
|Secretary                                         |      |            |           |                  |                   |                                            |                                        |                            |         
|                                                  |      |            |           |                  |                   |                                            |                                        |                            |         
|Robert Kohn
CFO(5)                                | 2010 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    

46  (1)  Mr. Cohen has accrued in 2010 and 2011 $250,000 in salary per year and $75,000 in bonuses per year as well an expense allowance for health care and vehicles of $40,000 each per year. No conversion or payment was made for the accrued but unpaid salary, bonus or expense allowance due him in 2010 and 2011. Mr. Cohen also recently received 130,000 shares of the Companys Series D Preferred Stock as a bonus. The Preferred D Stock is convertible into the Companys common stock at a ratio of 10 common shares for each share of Series D Preferred Stock converted.  (2)  Mr. McNiece also recently received 30,000 shares of the Companys Series D Preferred Stock in exchange for as a bonus and in place of his right to receive 30,000 shares of the Companys common stock. The Preferred D Stock is convertible into the Companys common stock at a ratio of 10 common shares for each share of Series D Preferred Stock converted.  (3)  Steven Byle became our Secretary on December 29, 2009 and resigned that position on August 4, 2010. He receives no compensation for serving as such.  Mr. Byle also recently received 100,000 shares of the Companys Series D Preferred Stock pursuant to his Employment Contract for serving the Company as Chief Technical Officer (CTO). The Preferred D Stock is convertible into the Companys common stock at a ratio of 10 common shares for each share of Series D Preferred Stock converted. Mr. Byle has entered into a contract to serve in his position as CTO with escalating salary based upon raising stated amounts of financing.  (4) Mr. Fidler also recently received 70,000 shares of the Companys Series D Preferred Stock as a signing bonus for agreeing to provide legal services to the Company for the next three years at a salary of $120,000 to $240,000 per year if and when the Company raises financing of at least three million dollars with the higher amount commencing when an additional 1.2 million dollars has been raised. The Preferred D Stock is convertible into the Companys common stock at a ratio of 10 common shares for each share of Series D Preferred Stock converted.  (5)  Mr. Kohn became the Chief Financial Officer on July 1, 2009. His base annual salary is $150,000 which he has accrued in 2009. He was granted 250,000 shares of common stock as a signing bonus which were valued at their market price on the date of grant. The shares have not been issued to date and were subject to an oral agreement for a four month probationary period, which ended November 2, 2009. The Company was not obligated to issue shares until the probationary period had been met and the employee had not been terminated. Mr. Kohn resigned October 4, 2010. The Company negotiated a separation agreement with Mr. Kohn that resulted in recognizing the amount of accrued salary and benefits pursuant to Mr. Kohns agreement with the Company and the issuance of 156,000 shares of common stock.       93    Executive Compensation In January 2005, we entered into an agreement with Michael Cohen, pursuant to which Mr. Cohen serves as President and Chief Executive Officer. Pursuant to the agreement, Mr. Cohen is entitled to receive a salary of $250,000 per annum, plus an annual bonus of no less than 30% of the base salary. The Board of Directors may increase the Basic Compensation based upon the performance of the company and Mr. Cohen.  Mr. Cohens minimum bonus of $75,000 per annum has not been paid and has accrued. As of December 31, 2009, Mr. Cohen has not earned a bonus except for the minimum bonus stipulated in his employment agreement. The agreement with Mr. Cohen was amended on December 21, 2009, to memorialize bonus milestones which had been orally agreed to. The amended agreement establishes bonus milestones as follows: positive cash flow for the Company as a whole (including subsidiaries) on a calendar quarter basis; the Companys or its subsidiaries patents becoming effective; FDA approval of any of the Companys technologies for Phase I, II and III; sales of cosmeceuticals by the Companys subsidiary Proteoderm, and Proteoderm becoming a public company. Additional milestones may be adopted by the Board of Directors from time to time. The amendment covers period from January 4, 2008 to December 31, 2011.  47 In addition, Mr. Cohen is entitled to the issuance of 50,000 shares of common stock upon the filing of patent applications naming him as investigator or inventor, which are assigned to the Company, and the granting of patents which are assigned to the Company. To date, Mr. Cohen has received 50,000 Series C Preferred Shares (jointly with Jacob Cohen) for the assignment of patent rights and applications to the Company which shares were transferred to the JSM Family Trust. Mr. Cohen is also entitled to use of a car

s

 leased by us for not more than $1,

000


250

per month and reimbursement of related expenses. Mr. Cohen also receives a benefits package including health insurance, vision, dental, and life insurance. In addition, pursuant to his employment agreement, Mr. Cohen is entitled to reimbursement for all medical and dental expenses for himself and his immediate family which are not covered by insurance. The agreement is for a term of five years from July 1, 2009, and automatically renews for additional five-year periods unless terminated by the Company or Mr. Cohen by written notice given 90 days prior to the expiration of the agreement. The agreement may also be terminated by us for cause," or by Mr. Cohen for good reason," as such terms are defined in the agreement. Upon termination, Mr. Cohen will be entitled to 36 months salary, and benefits, including health insurance, and options, if any are issued, which have not vested at the time of termination. Upon the death of Mr. Cohen while the agreement is in effect, the thirty-six months continuation of compensation and benefits shall be paid to the JSM Family Trust, and his immediate family will remain covered by the Companys health insurance plan.  On July 1, 2009, we entered into an employment agreement with Robert Kohn, pursuant to which Mr. Kohn serves as Chief Financial Officer until June 29, 2012. Pursuant to the agreement, Mr. Kohn is entitled to receive a salary of $150,000 per annum which accrues until the Company has raised $1,500,000. Mr. Kohn will receive an additional $50,000 per annum if the Company receives $3,000,000 in debt, equity or joint venture funding and an additional $50,000 per annum if the Company receives $10,000,000 in debt, equity or joint venture funding. In addition, Mr. Kohn is entitled to the issuance of 250,000 shares of common stock upon the execution of the employment agreement as a signing bonus. The shares have not been issued and were subject to an oral agreement for a four month probationary period, which ended November 2, 2009. The Company was not obligated to issue shares until the probationary period had been met and the employee had not been terminated. Mr. Kohn will also receive an additional 250,000 shares upon the spin-off of Proteoderm as a public company in the event such spin-off occurs during the term of the agreement. In addition, Mr. Kohn receives a benefits package including health insurance, vision, dental, and life insurance. In addition, pursuant to his employment agreement, Mr. Kohn is entitled to reimbursement for all medical and dental expenses for himself and his immediate family which are not covered by insurance. The agreement is for a term of three years from July 1, 2009, unless terminated by the Company or Mr. Kohn by written notice given 90 days prior to the expiration of the agreement. The agreement may also be terminated by us for "cause," as such term is defined in the agreement. Upon termination, Mr. Kohn will only be entitled to accrued salary, and benefits which have vested at the time of termination. Mr. Kohn resigned October 4, 2010 and was paid his contractual obligations through September 30, 2010. 94 In May, 2008, we entered into a consulting agreement with Kenneth Steiner, M. D., which was amended in February, 2009. The term of the agreement is for two years, pursuant to which Dr. Steiner serves as our Chief Operating Officer. He will receive an aggregate of 350,000 shares upon completion of the two-year term of the agreement. Mr. Steiners contract ended September 1, 2010 and was not renewed.. In November, 2007, we entered into agreements with Antonio Moura, Treasurer and Chief Financial Officer and Joel Pensley, Secretary and Counsel, both of which were amended in February, 2009. Mr. Moura has received 104,000 Shares as compensation for his services rendered and to be rendered. Mr. Pensley received 480,000 Shares, for services rendered and to be rendered to the Company. Mr. Pensley resigned December 29, 2009 and Mr. Moura resigned August 4, 2010. On October 29, 2007, we entered into an exclusive license agreement with Ian McNiece to become Chief Scientific Officer and conjointly to develop and license the ex vivo umbilical cord expansion technology to our subsidiary, National Stem Cell, Inc. for which he would receive 250,000 shares of our common stock (25,000 shares post split). Further, upon the completion of a Phase II trial, Dr. McNiece would receive an additional 250,000 shares (25,000 post split). In addition, Dr. McNiece would receive $50,000 at the initiation of the Phase II FDA trial and upon the receipt of granting approval for marketing of the ex vivo expansion technology, he would receive a payment of $150,000 and 1.5% of net sales.  48 Ian McNiece entered into a consulting agreement with us dated December 1, 2009 under which he will be paid a fee of $4,000 per month. Payment will be made at the end of each month. Until the Company has raised a total of $3 million in equity or convertible debt, Dr. McNiece's cash compensation will accrue. In addition, Dr. McNiece will receive an aggregate of 200,000 shares of our common stock issuable 50,000 Shares on the first and second anniversary of the commencement of the consulting agreement and 100,000 at its conclusion. The 100,000 shares earned through December 31, 2011 will be converted into 30,000 Series D Preferred Shares.              95                OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOPTION AWARDS                                                                STOCK AWARDS


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|                 |                                                              |                                                                                                        |                                                                                                         |                              |                                |                                                                   |                                                                           |                                                                                                                     |                                                                                                                                       |  | 
|Name 
(a)        | Number
of 
Securities
Underlying
Unexercised
options
(#) (b) | Equity 
Incentive 
Plan 
Awards: 
Number of
Securities
Underlying 
Unexercised
Unearned
Options
(#)(c) | Equity
Incentive
Plan
Awards:
Number of 
Securities 
Underlying 
Unexercised 
Unearned 
Options 
(#)(d) | Option
Exercise
Price
($)(e) | Option 
Expiration
Date
($)(f) | Number of 
Shares or
Units of 
Stock that 
have not Vested
(#)(g) | Market 
Value of 
Shares of 
Units of 
Stock that
Have not Vested 
($)(h) | Equity Incentive 
Plan Awards: 
Number of 
Un-
earned Shares, 
Units or 
Other 
Rights that 
have not
Vested
(#)(i) | Equity Incentive 
Plan Awards: 
Market or 
Payout Value 
of Unearned 
Shares, Units 
or other 
Rights that 
have not 
Vested 
($) (j) |  | 
|Michael Cohen(1) | 1,000,000                                                    |                                                                                                        |                                                                                                         | $3.55                        | 4/26/2015                      |                                                                   |                                                                           |                                                                                                                     |                                                                                                                                       |  | 
|Kenneth Steiner  |                                                              |                                                                                                        |                                                                                                         |                              |                                | 350,000                                                           |                                                                           |                                                                                                                     |                                                                                                                                       |  | 
|Antonio Moura    |                                                              |                                                                                                        |                                                                                                         |                              |                                | 38,500                                                            | 77,000                                                                    |                                                                                                                     |                                                                                                                                       |  | 
|Joel Pensley     |                                                              |                                                                                                        |                                                                                                         |                              |                                | 180,000                                                           | 360,000                                                                   |                                                                                                                     |                                                                                                                                       |  | 
|Ian McNiece      |                                                              |                                                                                                        |                                                                                                         |                              |                                | 100,000                                                           | 250,000                                                                   |                                                                                                                     |                                                                                                                                       |  | 
|Roger Fidler     |                                                              |                                                                                                        |                                                                                                         |                              |                                |                                                                   |                                                                           |                                                                                                                     |                                                                                                                                       |  | 

(1)  The option on 1,000,000 shares granted to Michael Cohen is exempt from stock splits and other reorganizations that would negatively impact the option holder.  49  96  Stock Option and Grant Plans The Company adopted the 2010 Employees, Directors, Officers and Consultants Stock Option and Stock Award Plan (the Plan).  Under this Plan a committee of the Board has been appointed consisting of Steven Byle and Roger Fidler to approve issuances of options and grants.  No director shall serve as a member of the Committee unless he or she is a disinterested person within the meaning of such Rule 16b-3. It is the intent of the Company to register the Plan under the 1933 Securities Act (the Act) and to register grants made under the Plan under the Act..  The Plan allows the issuance of up to 2,500,000 shares or options exercisable into such shares. Director Compensation We have not compensated any member of the board of directors for acting as such since the beginning of fiscal 2008. We do not consider members of our Scientific Advisory Board as directors as they do not exercise management responsibilities. Each of the Companys officers, directors and consultants is involved in other business activities and none is required to devote any particular amount of time to the affairs of the Company. Michael Cohen is obligated to devote at least 80% of his time to the business of the Company.         ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table shows, as of March 20, 2012, the beneficial ownership of our common stock by (i) any person we know who is the beneficial owner of more than 5% of our common stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.  As of March 20, 2012 there were 7,885,556 shares of our common stock issued and outstanding.     Name and Address of Beneficial Number of Shares Percent of Owner Title of Class Owned Class Owned    Michael Cohen Common 960,460 shares 12.2% President, Chief Executive Officer and Chairman of the Board of Directors 145 Highview Terrace Hawthorne, NJ 07506  Michael Cohen Series A1 200,000 shares 100.0% Preferred Stock (3)  Michael Cohen Series B 6 shares 100.0% Preferred Stock (4)  Michael Cohen Series C 25,000 shares 50.0% Preferred Stock (5)  Michael Cohen Series D 130,000 shares 38.2% Preferred Stock (6)     50


97 JSM Family Trust Series C 25,000 shares 50.0% 145 Highview Terrace Preferred Stock (5) Hawthorne, NJ 07506  Common Stock 200,000 shares 2.6%  Roger Fidler Common Stock 35,000 shares 0.4% Director and General Counsel 145 Highview Terrace Hawthorne, NJ 07506  Roger Fidler Series D 70,000 shares 20.6% Preferred Stock (6)    Steven Byle Common Stock 265,005 shares 3.4% Secretary and Director 145 Highview Terrace Hawthorne, NJ 07506   Steven Byle Series D 100,000 shares 29.4% Preferred Stock (6)   Ian McNiece, PhD Common Stock 85,600 shares 1.1% Vice President, Scientific Development 821 Majorca Avenue, Coral Gables Florida 33134.  Ian McNiece, PhD Series D 30,000 shares 8.8% Preferred Stock (6)  Jason Isaacs Series D 3,000 shares .9% Preferred Stock (6)  Total Directors and Officers 1,346,065 shares 17.1% and 5% stockholders  Directors and Officers 1,346,065 shares 17.1%            51


98 (1)  Denotes that the entity has beneficial ownership by an officer, director or an owner of 5% or more in the Company. The term beneficial" means sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days from the date of this Memorandum. Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights. (2)  Michael Cohen owns 894,868 shares in his name and 65,592 shares through his 50% beneficial ownership of the Cost Group, Inc., a private company. (3)  The Series A1 Preferred Stock is convertible into 2,000,000 shares of common stock but no shares have been converted. Mr. Cohen also owns options convertible into 1,000,000 shares of the Companys Common Stock, These options are exercisable at $3.55 per share.  Neither have been included in the totals. (4)  The Series B Preferred Stock elects six directors. It is not convertible into common stock. It has not been included in the totals. (5)  Each share of the Series C Preferred Stock have 50 votes for each share of common stock and converts into common stock at a ratio of 100 shares of common stock for each share of Series C Preferred Stock converted.. It has not been included in the totals. (6) The Series D Preferred Stock is convertible into common stock at a rate of 10 to 1. These shares were accrued for in 2011 and issued in 2012.         ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  In addition to the executive and director compensation arrangements, including employment and change in control arrangements discussed above under Item 11 - Executive Compensation, the following is a description of transactions to which we have been a party to and in which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. The Company entered into consulting agreements with our officers Michael Cohen  and Kenneth Steiner, M.D in 2005 and 2008, respectively. Mr. Steiner was not renewed on September 1, 2010. (See Item 11  Executive Compensation) In July, 2009, Michael Cohen and Jacob Cohen, his brother, assigned to the Company all rights to patent applications and all related discoveries, inventions and intellectual property relating to stem cell derived cosmetic and cosmeceutical in exchange for 50,000 shares of Series C Preferred Stock.

Of these 50,000 shares of Series C Preferred Stock, each of the Cohen brothers owned 25,000 shares until Jacob transferred all of his shares to the JSM Trust.  

We have assigned all such rights to Proteoderm.

The two patent applications apply to 1) umbilical cord stem cell derived topical compositions and method of use thereof, and 2) embryonic germ cell secreted product derived topical composition and method of us thereof.

As additional consideration for the assignment, Messrs. Cohen will also receive, in the event Proteoderm should become a public company, 20% of the outstanding shares of Proteoderm immediately prior to the filing of a registration statement or reverse merger documents

, each brother owning one half of the 20% interest

.. Proteoderm has

entered into preliminary discussions regarding becoming a public traded company.


no present intention of becoming a public company and has not held any preliminary discussions with underwriters and other fundraisers. As of December 31, 2011, we owed Michael Cohen, President, approximately $1,425,000 representing unpaid salary. In addition, in 2011, Mr. Cohen lent the Company a total of approximately $153,672, and Mr. Cohen converted $350,000 of his loans into shares of common stock, bringing his total loans outstanding to $729,297. As of January 1, 2011 the related party loans bear interest at the rate of 3% per annum, and do not have a term by which they must be paid in order for the Company to avoid default i.e. there is no default provision; The related party loans made are either to the Company or directly to a creditor of the Company; The Company may pay all or part of the related party loans to either Lender or both Lenders from time to time, in cash or in the Companys common stock valued at market" defined as the average closing price of the stock on the market or exchange on which the common stock trades for the ten trading days preceding payment of a related party loan or in excess of market; and   52


99 The Company has entered into consulting agreements with each member of the Scientific Advisory Board which are ongoing. These agreements are attached to this annual report by incorporation by reference to the Registration Statement upon Form S-1 filed by the Company on February 1, 2011.  The

Cohen

McNiece

 Cohen

 Foundation (Foundation) is a Florida based not-for-profit corporation which has as it principal directors and employees Michael Cohen, our President, and Ian McNiece , our Chief Scientific Officer.  The Foundation focuses on research and development which it licenses to the Company upon terms set forth in agreements filed by incorporation by reference. The Company has not donated or given funds to the Foundation for any of its research, but presently owes the Foundation 50,000 shares of our common stock as part of licensing fees. During 2011, Steven Byle converted $100,000 of debt owed to him into 178,572 shares of the common stock. Director Compensation Directors receive no compensation for acting as such. None of our directors are independent.         ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES  To ensure the independence of Proteonomixs independent auditor and to comply with applicable securities laws, the

Chief Executive Officer and Chief Financial Officer


Audit Committee

 is responsible for reviewing, deliberating and, if appropriate, pre-approving all audit, audit-related, and non-audit services to be performed by Proteonomixs independent registered public accountants.

For that purpose, the Audit Committee has established a policy and related procedures regarding the pre-approval of all audits, audit-related, and non-audit services to be performed by Proteonomixs independent accountants (the "Policy").  The Policy provides that

Proteonomixs independent accountant may not perform any audit, audit-related, or non-audit service for Guardian, subject to those exceptions that may be permitted by applicable law, unless (1) the service has been pre-approved by the

Board of Directors


Audit Committee

,

or (2) Proteonomix engaged the independent registered public accountant to perform the service pursuant to the pre-approval provisions of the Policy.

In addition, the

custom of the Company


Policy

 prohibits the

Board of Directors


Audit Committee

 from pre-approving certain non-audit services that are prohibited from being performed by Proteonomixs independent accountant by applicable securities laws. The Policy also provides that the Chief Financial Officer will periodically update the

Board of Directors


Audit Committee

 as to services provided by the independent auditor. With respect to each such service, the independent registered public accountant provides detailed back-up documentation to the board and the Chief Financial Officer.  The Board of Directors


Pursuant to its Policy, the Audit Committee

 has pre-approved certain categories of services to be performed by the independent registered public accountant and a maximum amount of fees for each category. The Board annually re-assesses these service categories and the associated fees. Individual projects within the approved service categories have been pre-approved only to the extent that the fees for each individual project do not exceed a specified dollar limit, which amount is re-assessed annually. Projects within a pre-approved service category with fees in excess of the specified fee limit for individual projects may not proceed without the specific prior approval of the

Chief Financial Officer


Audit Committee

.. In addition, no project within a pre-approved service category will be considered to have been pre-approved by    the Board if the project causes the maximum amount of fees for the service category to be exceeded, and the project may only proceed with the prior approval of the

Board of Directors


Audit Committee

 to increase the aggregate amount of fees for the service category.  The

Audit Committee of the

Board of Directors of the Company has appointed the firm of KBL, LLP, to serve as independent auditors of the Company for the fiscal year ending December 31, 2011 and 2010.  During the fiscal year ended December 31, 2011, the Company did not have an Audit Committee. The Company intends to establish an audit committee during 2012.     100     53 For the fiscal years ended December 31, 2011 and 2010, the Company paid (or will pay) the following fees for services rendered during the year or for the audit in respect of those years:  Fee Type20112010Audit Fees (1)$ 56,250$ 45,000Audit Related Fees (2)--Tax Fees (3)--All Other Fees (4)--Total$ 56,250$ 45,000(1) Represents fees for professional services rendered in connection with the audit of the annual financial statements, and review of the quarterly financial statements for each fiscal year.(2) Represents fees for professional services that  principally include due diligence in connection with acquisitions or dispositions, accounting consultantations, and assistance with internal control documentation and information systems audits. The assurance and related services reasonably related to the performance of the audit or review of the Company's financial statements, such as SEC filings.(3) Represents fees for tax compliance services.(4) Represents fees for professional services other than those described above.  No other such services for Fiscal 2010 and 2009 were approved nor rendered pursuant to the de minimis exception provided in Rule 2-01 (7) (i)(C) of Regulation S-X.         PART IV          ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  FINANCIAL STATEMENTS The financial statements of the Company for the fiscal years covered by this Annual Report are located on page F-3 of this Annual Report.     (a) The following financial statements and those financial statement schedules required by Part IV, Item 15 hereof are filed as part of this report:  1. Financial Statements Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets as of December 31, 2011 and 2010, Consolidated Statements of Operations and for the years ended December 31, 2011 and 2010, Consolidated Statements of Stockholders Equity (Deficit) for the years ended December 31, 2011 and 2010, Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010, Notes to Consolidated Financial Statements. 101 54  2. Financial Statement Schedules:  The financial statements are set forth under Part IV, Item 15 of this Annual Report on Form 10-K.  Financial statement schedules have been omitted since they are not required, not applicable, or the information is otherwise included.  (b) The following exhibits are filed as part of this Annual Report on Form 10-K: EXHIBITS  EXHIBITS Exhibit 3.1 Articles of Incorporation (1)  Exhibit 3.2 Articles of Incorporation (1)  Exhibit 3.3 Articles of Incorporation (1)  Exhibit 3.4 Articles of Incorporation (1)  Exhibit 3.5 Articles of Incorporation (1)  Exhibit 3.6 Articles of Incorporation (1)  Exhibit 3.7 Articles of Incorporation (1)  Exhibit 3.8 Articles of Incorporation (1)  Exhibit 3.9 Articles of Incorporation (1)  Exhibit 3.10 By-Laws (1)  Exhibit 10.10 Assignment of Cosmetic Technologies by Michael Cohen and Jacob Cohen(1)  Exhibit 10.11 Michael Cohens Restated Employment Contract (1)  Exhibit 10.12 Amendment to Restated Employment Contract Between Michaelk Coehn and Proteonomix, Inc.(1)  Exhibit 10.20 Employment Contract Between Robert Kohn and Proteonomix, Inc. (2)  Exhibit 10.44 Consulting Agreement Between Dr. Ian MCNiece and Proteonomix, Inc. (3)  Exhibit 10.48 Amendment to the Employment Contract of Michael Cohen (4)  Exhibit 10.58 Licensing Agreement with the McNiece


-


Cohen Foundation  Exhibit 10.63 Consulting Agreement between Roger Fidler and Proteonomix, Inc. (5)  Exhibit 10.64 List of Subsidiaries*  Exhibit 10.65 Minutes Approving Conversion of Debt into Securities*  Exhibit 10.66 [Reserved]  102  Exhibit 10.67 License Agreement with Ian McNiece (6)  Exhibit 10.68 Licensing Agreement with the McNiece


-


Cohen Foundation*  Exhibit 10.69 Employment Agreement Between Steven Byle and Proteonomix, Inc.  *Filed herewith. (1) Incorporated by reference from the Companys Form 10-12G filed August 4, 2009, (2) Incorporated by reference from the Companys Form 10-12G/A filed October 20, 2009 (3) Incorporated by reference from the Form 10-12G/A filed on December 4, 2009. (4) Incorporated by reference from the Companys Form 10-12G/A filed January 19, 2010 (5) Incorporated by reference from the Companys Form 8-K dated  August 9, 2012 (6) Incorporated by reference from the Companys Form 10-Q filed August 21, 2012


|            |                                                                                                                                                                          |                                                |             |                |  |  |  |  |  |  |  |  |  |  |  |  | 
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------- | ----------- | -------------- |  |  |  |  |  |  |  |  |  |  |  |  | 
|            |                                                                                                                                                                          | Incorporated by Reference From                 |            
|Exhibit No. | Exhibit Description                                                                                                                                                      | Form                                           | Filing Date | Filed
Herewith
|31.1        | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO) |                                                |             | X             
|31.2        | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO) |                                                |             | X             
|32.1        | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO)                                                                                            |                                                |             | X             
|32.2        | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO)                                                                                            |                                                |             | X             
|101.INS     |                                                                                                                                                                          | XBRL Instance Document.*                      
|101.SCH     |                                                                                                                                                                          | XBRL Taxonomy Extension Schema.*              
|101.CAL     |                                                                                                                                                                          | XBRL Taxonomy Extension Calculation Linkbase.*
|101.DEF     |                                                                                                                                                                          | XBRL Taxonomy Extension Definition Linkbase.* 
|101.LAB     |                                                                                                                                                                          | XBRL Taxonomy Extension Label Linkbase.*      
|101.PRE     |                                                                                                                                                                          | XBRL Extension Presentation Linkbase.*        

* Attached as Exhibit 101 to this report are the following financial statements from the Companys Quarterly Report on Form 10-K for the year ended December 31, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2011 and 2010 (ii) the Consolidated Statements of Operations for the years ended December 31, 2011 and 2010, (iii) the Consolidated Statements of Changes in Stockholders Equity (Deficit) for the years ended December 31, 2011 and 2010, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010, and (iv) related notes to these financial statements tagged as blocks of text. The XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-K shall not be deemed filed or as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.     103         55       SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.  PROTEONOMIX, INC.By:/s/ Michael Cohen
Michael Cohen
Chief Executive Officer
(Principal Executive Officer)By:/s/

Thoams Monahan


Michael Cohen
Thomas Monahan


Michael Cohen
Chief Financial Officer
(Principal Financial and Accounting Officer)  Date:

August 27


March 26

, 2012  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  SignatureTitleDate/s/ Michael Cohen
Michael CohenPresident, Chief Executive Officer,

Chief Financial Officer

 and

Secretary,

 Director
(Principal Executive Officer)August 27


March 26

, 2012/s/ Steven Byle
Steven ByleDirectorMarch 26


August 27

, 2012/s/ Ian McNiece
Ian McNieceDirectorAugust 27


March 26

, 2012/s/ Roger Fidler
Roger FidlerDirectorAugust 27


March 26

, 2012        104             56    PROTEONOMIX, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS   Report of Independent Registered Public Accounting Firm .. F-2  Consolidated Balance Sheets .. F-3  Consolidated Statements of Operations .. F-4  Consolidated Statement of Stockholders Equity (Deficit) . F-5  Consolidated Statement of Cash Flows .. F-6  Notes to Consolidated Financial Statements .. F-7 to F-26                         F-1  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Board of Directors and Stockholders Proteonomix, Inc. Mountainside, NJ  We have audited the accompanying consolidated balance sheets of Proteonomix, Inc. (the Company) as of December 31, 2011 and 2010 and the related consolidated statements of operations, changes in stockholders equity (deficit), and cash flows for the years ended December 31, 2011 and 2010. These consolidated financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform an audit of the Companys internal control over financial reporting.  Our audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide 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 Proteonomix, Inc. as of December 31, 2011 and 2010, and the results of its consolidated statements of operations, changes in stockholders equity (deficit), and cash flows for the years ended December 31, 2011 and 2010 in conformity with U.S. generally accepted accounting principles.  The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.   As discussed in Note 1 to the consolidated financial statements, the Company has sustained significant operating losses and is currently in default of its debt instrument and needs to obtain additional financing or restructure its current obligations. These conditions raise substantial doubt about the Companys ability to continue as a going concern.  Managements plans in regard to these matters are also described in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  /s/ KBL, LLP New York, NY March 26, 2012                   F-2


|                                                                 |  |                                    |  |                                    |  |  |  |  |  |  | 
|---------------------------------------------------------------- |  | ---------------------------------- |  | ---------------------------------- |  |  |  |  |  |  | 
|PROTEONOMIX, INC.                                               
|CONSOLIDATED BALANCE SHEETS                                     
|DECEMBER 31, 2011 AND 2010                                      
|                                                                 |  |                                    |  |                                    | 
|ASSETS                                                           |  |                                    |  |                                    | 
|                                                                 |  | DECEMBER 31,                       |  | DECEMBER 31,                       | 
|                                                                 |  | 2011                               |  | 2010                               | 
|Current Assets:                                                  |  |                                    |  |                                    | 
|Cash and cash equivalents                                        |  | $                               13 |  | $                               18 | 
|Accounts receivable, net                                         |  | 20,763                             |  | 15,379                             | 
|Inventory                                                        |  | 191,490                            |  | 187,299                            | 
|Prepaid expenses                                                 |  | 18,000                             |  | -                                  | 
|                                                                 |  |                                    |  |                                    | 
|Total Current Assets                                             |  | 230,266                            |  | 202,696                            | 
|                                                                 |  |                                    |  |                                    | 
|Fixed assets, net of depreciation                                |  | 22,779                             |  | 31,928                             | 
|                                                                 |  |                                    |  |                                    | 
|Other Assets:                                                    |  |                                    |  |                                    | 
|Intangible assets, net of amortization                           |  | 253,050                            |  | 242,439                            | 
|Intellectual Property License, net of amortization               |  | 2,834,909                          |  | 3,175,098                          | 
|                                                                 |  |                                    |  |                                    | 
|Total Other Assets                                               |  | 3,087,959                          |  | 3,417,537                          | 
|                                                                 |  |                                    |  |                                    | 
|TOTAL ASSETS                                                     |  | $                   3,341,004      |  | $                   3,652,161      | 
|                                                                 |  |                                    |  |                                    | 
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                   |  |                                    |  |                                    | 
|                                                                 |  |                                    |  |                                    | 
|LIABILITIES                                                      |  |                                    |  |                                    | 
|Current Liabilities:                                             |  |                                    |  |                                    | 
|Obligation to issue common stock                                 |  | $                   1,104,000      |  | $                   1,144,000      | 
|Obligation to issue Series D Preferred stock                     |  | 201,539                            |  | -                                  | 
|Current portion of notes payable - related parties               |  | 828,956                            |  | 1,098,421                          | 
|Current portion of notes payable                                 |  | -                                  |  | -                                  | 
|Current portion of convertible note                              |  | 1,548,500                          |  | 1,900,000                          | 
|Accounts payable and accrued expenses                            |  | 3,355,605                          |  | 2,952,590                          | 
|                                                                 |  |                                    |  |                                    | 
|Total Current Liabilities                                        |  | 7,038,600                          |  | 7,095,011                          | 
|                                                                 |  |                                    |  |                                    | 
|Total Liabilities                                                |  | 7,038,600                          |  | 7,095,011                          | 
|                                                                 |  |                                    |  |                                    | 
|STOCKHOLDERS EQUITY (DEFICIT)                                   |  |                                    |  |                                    | 
|Preferred stock, $.001 Par Value; 10,000,000 shares authorized   |  |                                    |  |                                    | 
|Preferred stock Series A - 200,000 shares issued and outstanding |  | 200                                |  | 200                                | 
|Preferred stock Series B - 6 shares issued and outstanding       |  | -                                  |  | -                                  | 
|Preferred stock Series C - 50,000 shares issued and outstanding  |  | 50                                 |  | 50                                 | 
|Common stock, $.001 Par Value; 240,000,000 shares authorized     |  |                                    |  |                                    | 
|and 7,685,556 and 5,161,984 shares issued and outstanding        |  | 7,686                              |  | 5,162                              | 
|Additional paid-in capital                                       |  | 17,046,337                         |  | 15,919,761                         | 
|Retained earnings (deficit)                                      |  | (20,751,869)                       |  | (19,368,023)                       | 
|                                                                 |  |                                    |  |                                    | 
|Total Stockholders Equity (Deficit)                             |  | (3,697,596)                        |  | (3,442,850)                        | 
|                                                                 |  |                                    |  |                                    | 
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             |  | $                   3,341,004      |  | $                   3,652,161      | 

F-3


F-3     PROTEONOMIX, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010YEARS ENDEDDECEMBER 31,20112010OPERATING REVENUESSales$                    26,004$              83,321COST OF GOODS SOLDInventory -





beginning187,299192,465Purchases3,67810,684190,977203,149Inventory -





end(191,490)(187,299)Total Cost of Goods Sold(513)15,850GROSS PROFIT26,51767,471OPERATING EXPENSESWages and wage related expenses258,167391,682Stock based compensation-182,675Professional, consulting and marketing fees591,5722,137,365Other general and administrative expenses106,870561,213Depreciation and amortization377,057244,607Total Operating Expenses1,333,666#3,517,542LOSS BEFORE OTHER INCOME (EXPENSE)(1,307,149)(3,450,071)Interest income (expense), net(76,643)(19,026)Total Other Income (expense)(76,643)(19,026)NET LOSS BEFORE PROVISION FOR INCOME TAXES(1,383,792)(3,469,097)Provision for Income Taxes(54)(938)NET LOSS APPLICABLE TO COMMON SHARES$             (1,383,846)$        (3,470,035)NET LOSS PER BASIC AND DILUTED SHARES$                      (0.21)$                 (0.75)WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING6,545,1824,629,862 F-4  F-4 PROTEONOMIX, INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010AdditionalRetainedPreferred Stock APreferred Stock BPreferred Stock CCommon StockPaid-inEarningsSharesAmountSharesAmountSharesAmountSharesAmountCapital(Deficit)TotalBalance January 1, 2010200,000$    2006$       -50,000$     504,264,664$  4,265$11,401,466$(15,897,988)$(4,492,007)Shares issued for obligation to issue shares------414,125414300,179-300,593Shares issued for conversion of notes payable and accrued interest------189,945190417,689-417,879Shares issued for conversion of convertible note------200,00020099,800-100,000Shares issued for conversion of accounts payable------58,0005858,709-58,767Shares issued for services------129,000129123,821-123,950Shares cancelled during the year------(93,750)(94)(66,469)-(66,563)Stock based compensation on options issued--------182,675-182,675License acquired for stock options issued--------3,401,891-3,401,891Net loss for the year ended December 31, 2010---------(3,470,035)(3,470,035)Balance December 31, 2010200,0002006-50,000505,161,9845,16215,919,761(19,368,023)(3,442,850)Shares issued for conversion of convertible note------1,500,0001,500590,000-591,500Shares issued for conversion of  note payable - related parties------803,572804449,196-450,000Shares issued for services (and prepaid expenses)------220,00022087,380-87,600Net loss for the year ended December 31, 2011---------(1,383,846)(1,383,846)200,000$    2006$       -50,000$     507,685,556$  7,686$17,046,337$(20,751,869)$(3,697,596)F-5F-5





PROTEONOMIX, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010YEARS ENDEDDECEMBER 31,20112010CASH FLOWS FROM OPERATING ACTIVITIESNet loss$                   (1,383,846)$                  (3,470,035)Adjustments to reconcile net loss to net cashused in operating activities:Depreciation and amortization377,057244,607Consulting services rendered for convertible note90,000-Common stock issued for consulting services39,60057,387Stock based compensation-182,675Obligation to issue common shares - services-1,712,063Obligation to issue Series D Preferred shares - services161,539-Changes in assets and liabilities(Increase) decrease in accounts receivable(5,384)26,434(Increase) decrease in inventory(4,191)5,166Decrease in prepaid expenses30,000-Increase in accounts payable andand accrued expenses418,015676,369Total adjustments1,106,6362,904,701Net cash (used in) operating activities(277,210)(565,334)CASH FLOWS FROM FINANCING ACTIVITESIncrease in patent fees(38,330)(215,265)Net cash (used in) investing activities(38,330)(215,265)CASH FLOWS FROM FINANCING ACTIVITESProceeds from notes payable - related parties165,535680,790Proceeds from convertible note150,000-Net cash provided by financing activities315,535680,790NET (DECREASE) INCASH AND CASH EQUIVALENTS(5)(99,809)CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD1899,827CASH AND CASH EQUIVALENTS - END OF PERIOD$                                   13$                                  18CASH PAID DURING THE YEAR FOR:Income taxes$                                   54$                               938Interest expense$                                      -$                                     -SUPPLEMENTAL NONCASH INFORMATION:Common stock issued for consulting services$                          39,600$                          57,387Conversion of obligation to issue common shares to common stockand additional paid in capital$                                    -$                       300,593Conversion of notes payable and accrued interest for common stockand additional paid in capital$                      1,041,500$                        417,879Conversion of accounts payable for common stockand additional paid in capital$                                    -$                          58,767Stock options issued for the license$                                    -$                     3,401,891Conversion of obligation to issue common shares to convertible note$                                    -$                   2,000,000Conversion of obligation to issue common shares to obligation to issueSeries D Preferred shares$                          40,000$                                   -Obligation to issue Series D Preferred shares for services rendered$                          161,539$                                   -Issuance of common stock in conversion of convertible note$                                    -$                       100,000Common stock issued for prepaid consulting services$                          48,000$                                   -Consulting services rendered for convertible note$                          90,000$                                   -F6  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE 1 -

ORGANIZATION AND BASIS OF PRESENTATION  Proteonomix, Inc. (the Company") is a Delaware corporation incorporated on June 26, 1995 as Azurel, Ltd. In September 2006, Azurel, Ltd. changed its name to National Stem Cell Holding, Inc. and then in August 2008 the name of the Company was changed to Proteonomix, Inc. Azurel, Ltd. was incorporated on June 26, 1995 in the State of Delaware and marketed a line of fragrances. On February 2, 2001, Azurel filed a voluntary petition for protection from creditors under Chapter 11 in the United States Bankruptcy Court for the District of New Jersey, Newark until it was discharged from bankruptcy in December, 2005. Control was changed in September 2006 when Azurel acquired National Stem Cell, Inc. and its subsidiary, The Sperm Bank of New York, Inc. through a share exchange agreement.  In this transaction the common stock was reverse split 1:37. Azurel subsequently changed its name following the acquisition. Then again in August 2008, the Company reverse split its stock 1:10 when the name was changed to Proteonomix, Inc. On January 14, 2005, National Stem Cell, Inc. acquired The Sperm Bank of New York, Inc. a company established in 1997 operating as a reproductive cell and tissue bank. National Stem Cell, Inc. acquired The Sperm Bank of New York, from its sole shareholder, for a note payable in the amount of $150,000 and acquired the accounts receivable and inventory valued at $150,000. On January 13, 2006, National Stem Cell Inc. converted the note payable into 21,866 shares of common stock. The acquisition was treated as a purchase transaction. On July 8, 2008, the Company formed Proteoderm, Inc. as a wholly-owned subsidiary. Through this subsidiary, the Company produces and synthesizes protein polypeptides and growth hormone secreted by stem cells and incorporates them into uniquely formulated personal care products. Proteoderm, Inc. has generated no revenues since inception. On January 5, 2010, the Company formed the Proteonomix Regenerative Translational Medicine Institute, (PRTMI), as a wholly-owned subsidiary. PRTMI will focus on the translation of research in stem cell biology and cellular therapy to clinical applications of regenerative medicine.  PRTMI formed PRTMI RD, a company incorporated in the Dominican Republic in February, 2010. On February 24, 2010 the Company acquired StromaCel, Inc., a wholly-owned subsidiary for the price of its formation cost on December 24, 2009.  The mission of StromaCel is to develop therapies using stromal cells. Stromal cells are key components of tissues and provide critical cytokines and growth factors as well as the cellular microenvironment for normal homeostasis. On May 4, 2010, Proteonomix licensed from the Cohen-McNiece Foundation the Stromal Cell technology for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The Cohen-McNiece Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have suffered

myocardial infarctions.  The

Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the StromalCel Technology and 1,000,000 stock options exercisable for five years at $3.55 per share vested immediately to Michael Cohen, our President and 90% owner of the Cohen-McNiece Foundation. The 2% royalty will be used by the Foundation to do further research into stem cell applications.Proteonomix also received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the StromaCel Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the StromaCel Technology. In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation.  F-7    F-7   On August 6, 2010 the Company formed a new subsidiary XGen Medical LLC, a Nevis Islands entity (XGen Medical or XGen). XGen Medical has been established with the intention of conducting business in the global medical marketplace. Proteonomix plans on utilizing XGen Medical to serve as a platform for joint ventures with medical facilities worldwide. It was anticipated that new relationships formed with XGen Medical will create medical facilities capable of not just attracting treatments locally, but also acting as hubs for medical tourism. The establishment of a separate subsidiary, XGen Medical LLC., was useful in order to allow Proteonomix to properly enter global markets with the intention of soliciting business through our proprietary PRTMI model.  Under an agreement, two investors were responsible for investing $5,000,000 into XGen Medical in exchange for a 49% interest in XGen Medical.  In exchange for the investment StromaCel was to provide XGen Medical with the technology and know how to practice the cardiac treatment utilizing the technology, and Proteoderm granted distribution rights to cosmeceuticals containing the proprietary stromal cell cosmetic technology in the GCC countries. Due to a default by one of the investors, the remaining investor has indicated that payments toward satisfaction of the contract will be made. To the date of this filing no such payments have been made. The Company plans on litigating to the fullest extent of the law to collect this investment along with any penalties incurred in the default. The negotiations with the second investor failed and the counterparties to the XGen Medical Agreements breached their contract responsibilities. We have assumed one hundred percent (100%) ownership of XGen Medical and are contemplating legal actions against both Patrizio Shawal Pilati and Valentina Earp-Jones, the counterparties to the XGen Medical Agreement. The minority shareholders that are in default will be pursued by all legal means. The Company owns and operates seven subsidiaries, The Sperm Bank of New York, Inc., Proteoderm, Inc., National Stem Cell, Inc., PRTMI, StromaCel, Inc.,  XGen Medical, LLC and Thor Biopharma. The Company is a biotechnology company engaged in the discovery and development of stem cell therapeutic products. The Company is developing pre-clinical-stage therapeutic agents and treatments for cancer, diabetes, heart, lung, and kidney diseases as well as for stem cell bone marrow and organ transplants. The Companys discoveries involve stem cell treatments without using embryonic stem cells.  In January, 2011, Ian McNiece joined the Companys Board of Directors, and the Company formed Thor BioPharma, Inc. as a wholly owned subsidiary to exploit the Companys UMK-121 Technology related to stem cells that were licensed during the same month from the Cohen McNiece Foundation.  The management of the Company will divert resources to Thor Biopharma as the need may arise.  On January 3, 2011 the Company formed a new subsidiary, THOR BioPharma, Inc., in order to provide an entry into the pharmaceutical market. On March 2, 2011, The Company entered into an agreement with The Cohen McNiece Foundation, Inc. (the "Foundation"), a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology ("UMK-121") which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer which will sublicense UMK-121 to its wholly owned subsidiary THOR BioPharma. The Company is required to make milestone payments to the Foundation upon 1) the issuance of a patent, 2) completion of Phase III trials and 3) commercialization which will require the payment of a 3% royalty on net sales. On April 7, 2011,the Company announced that it had filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants.The Company, based upon its exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), filed a patent application in April 2011, covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine.  On February 1, 2011, the Company filed an additional patent applicationto improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion. This new methodology is used to mass-produce stem cells for therapeutic use once the stem cell line has been selected and purified. The Company believes that the new process application will dramatically expand product availability and reduce the cost of production of StromaCel to the Company and patient. The Company also believes that the technology presented in the new patent application will allow it to move to a new clinical trial quickly for the StromaCel product. Furthermore, the Company believes that this expansion model will be applicable to a wide range of stem cell technologies, providing further trials and potential revenue streams to the Company.     F-8 On February 1, 2011, the Company filed a Registration Statement on Form S-1 covering an exchange proposal whereby shareholders would exchange their common stock for convertible preferred stock that would allow the holder to convert their preferred stock into 1.3 times as many common shares by paying a declining conversion price and ultimately converting their common shares after three years at no additional price. Management believes that this transaction will not impact our business model nor our scientific research in the long term. The Company received a brief comment letter from the SEC staff requesting the filing of a Form TO and general modification of the filing to comply with exchange and/or tender offer disclosure. However, since the receipt of that comment, the Company has decided to significantly amend its registration statement to drop the exchange offer and proceed with a private placement of common stock and warrants. F-8 On June 16, 2011, the Company announced that it had engaged the services of Bedminster Financial Group, Ltd. to provide investment banking services for the Company with a view to finding joint venture partners and/or strategic investments into one or more of its subsidiaries in order to advance the scientific and commercial development of the subsidiaries and the technologies possessed by the subsidiaries. On July 27, 2011, the Company and Gilford Securities, Inc. (Gilford) of New York, NY signed a Letter of Engagement whereby Gilford undertakes to act as a dealer on a best efforts basis in a proposed public offering of the Companys securities.  Gilford is to receive a refundable grant of 325,000 shares of the Companys common stock, and 8% of the cash proceeds for the first $5,000,000 of gross proceeds raised by Gilford and 10% cash for any sums raised by Gilford in excess of $5,000,000. In addition Gilford is to receive seven year warrants equal to 8% of the securities sold up to $5,000,000 and equal to 10% of the securities in excess of $5,000,000 all exercisable at the public offering price.  Gilford also would be compensated for any private funds raised or any merger and acquisition work performed.  Gilford also has the right to act as the syndicate manager in its sole discretion. The Company terminated this Agreement on or about February 1, 2012.  On November 11, 2011, the Company announced that that the Cosmetic Ingredients Review Board (CIR) had approved and assigned an INCI nomenclature to its innovative Matrix NC-138 Cosmeceutical product, a necessary final step prior to manufacturing and commercialization of cosmetic products in the United States. On November 15, 2011, the Company entered into an agreement with the University of Miami, to conduct a FDA human clinical trial, in patients afflicted with End Stage Liver Disease, of the Issuers UMK-121 Biopharmaceutical Stem Cell Technology which is a proprietary technology based upon existing FDA approved drugs.  The Issuer sublicensed UMK-121 to its wholly owned subsidiary THOR BioPharma.  The Issuer is required to pay $105,000 to the University and the University will absorb all other costs associated with the study. The Company has agreed to pay a 3% net royalty to the University in the event of commercialization of UMK-121.  On December 27, 2011, the Company announced that it had completed payment of the $105,000 to the University. On December 29, 2011, The Series A1 and Series C Preferred Stock classes were amended.  The primary effect of the amendment was to protect existing Class A1 and Class C Convertible Preferred Stock conversion rights against dilution in most circumstances, including reverse splits in the common stock and to add conversion to the Series C at a rate of 100 common shares for each share of Series C Preferred Stock converted. Also on December 29, 2011, Proteonomix, Inc. (the Company) created a new class of securities, the Class D Preferred Stock The primary terms of the Class D Preferred is that in addition to preferences upon liquidation, the Class D is convertible at a ratio 10 common shares to 1 converted Class D Preferred share of the Company.  In addition, the Class D conversion rights are protected against dilution in most circumstances, including reverse splits in the common stock. Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (FASB") Accounting Standards Codification (ASC") 105-10, Generally Accepted Accounting Principles  Overall (ASC 105-10"). ASC 105-10 establishes the FASB Accounting Standards Codification (the Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the United States Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (ASUs"). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.    F-9   Going Concern  During the year ended December 31, 2011, the Companys revenue generating activities consisting solely of the sperm bank activities have not produced sufficient funds for profitable operations and have incurred significant operating losses since inception. In view of these matters, realization of certain of the assets in the accompanying consolidated balance sheet is dependent upon continued operations, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing on acceptable terms, and the success of future operations. We anticipate revenues to commence on our cosmeceutical products by the end of 2012 on these products. We have outstanding trade and accrued payables of $3,355,605including accrued salaries due to our management of $1,612,500, and loans from our Chief Executive Officers of $729,297. F-9 As shown in the accompanying consolidated financial statements the Company has incurred recurring losses of $1,383,846and $3,470,035 for the years ended December 31, 2011 and 2010 respectively.  In addition, the Company has a working capital deficit in the amount of $6,808,334as of December 31, 2011. The Company has continued to develop its pre-clinical-stage therapeutic agents and various treatments utilizing stem cell treatments while generating revenues and operating its sperm bank division. Our independent registered public accounting firms report on the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2011, contains an explanatory paragraph wherein they expressed an opinion that there is substantial doubt about our ability to continue as a going concern.  Accordingly, careful consideration of such opinions should be given in determining whether to continue or become our stockholder.  As of December 31, 2011, we had a cash balance of $13. Management believes these funds to be insufficient to fund our operations, absent any cash flow from operations or funds from the sale of our equity or debt securities. We are currently spending or incurring (and accruing) expenses of approximately $100,000 per month on operations and the continued research and development of our technologies and products.  Management believes that we will require approximately an additional $2,100,000 to fund our operations for the next 12 months and to repay certain outstanding trade payables and accrued expenses. In December 2011, the Company received $150,000 in the form of a convertible note. The proceeds of this note went to pay for the Companys share to fund the Companys $105,000 commitment to the University of Miami for the clinical trial to be conducted by the University of Miami, and to pay for certain accrued professional fees and director and officer insurance coverage.  On March 5, 2012, the Company entered into a Securities Purchase Agreement (the SPA) with the purchasers identified therein (collectively, the Purchasers) providing for the issuance and sale by the Company to the Purchasers of an aggregate of approximately 3,804 shares of the Companys newly designated Series E Convertible Preferred Stock, with each of the Series E Convertible Preferred shares initially convertible into approximately 235 shares of the Companys common stock (the Conversion Shares) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase up to an aggregate of 2,685,873 shares of the Companys common stock, for proceeds to the Company of $3.8 million. After deducting fees and expenses, the aggregate net proceeds from the sale of the Preferred Shares and associated warrants are approximately $3.5 million. See Subsequent Events for additional disclosure.  There is no guarantee that the Company will be able to raise additional capital or generate revenues to sustain its operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern for a reasonable period. Management believes that the Companys capital requirements will depend on many factors. These factors include the final phase of development of their pre-clinical stage therapeutic agents being successful as well as product implementation and distribution. The consolidated financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.  NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.    F-10     Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 the reported amounts of revenues and expenses during the reporting period.  On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to derivative liabilities, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. F-10 Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of six months or less to be cash equivalents. Any amounts of cash in financial institutions over FDIC insured limits, exposes the Company to cash concentration risk. Fair Value of Financial Instruments (other than Derivative Financial Instruments) The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the notes payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings.  Research and Development The Company incurs costs on activities that relate to research and development of new technology and products.  Research and development costs are expensed as incurred. Certain of these costs may be reduced by government grants and investment tax credits where applicable. The Company has never had any government grants or investment tax credits. Intangible Assets The Companys intangible assets consist of patents and intellectual property, which are carried at the purchase price and/or the legal cost to obtain them. Patents are being amortized over their estimated useful lives, which range from seven to seventeen years. The cost of intellectual property purchased from others that is immediately marketable or that has an alternative future use is capitalized and amortized as intangible assets. Capitalized costs are amortized using the straight-line method over the estimated economic life of the related asset. The Company periodically reviews its capitalized intangible assets to assess recoverability based on the projected undiscounted cash flows from operations, and impairments are recognized in operating results when a permanent diminution in value occurs. The value assigned to the license is being amortized over a ten-year life. The Company will test for impairment on an annual basis and impair the value if necessary. Revenue Recognition The Company recognizes revenue for the sales of its donor sperm samples, which have been the only source of revenue to date are when persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable and collection is probable. The Company assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a fee is based upon a variable such as acceptance by the customer, the Company accounts for the fee as not being fixed and determinable. In these cases, the Company defers revenue and recognizes it when it becomes due and payable. The Company assesses the probability of collection based on a number of factors, including past transaction history with the customer and the current financial condition of the customer. If the Company determines that collection of a fee is not reasonably assured, revenue is deferred until the time collection becomes reasonably assured. The Company anticipates revenue from support agreements it enters into will be recognized on a straight-line basis over the life of the contract, although the fee is due and payable at the time the agreement is signed or upon annual renewal. Accounts Receivable The Company intends to conduct business with companies based on an evaluation of each customers financial condition, generally without requiring collateral.  Exposure to losses on receivables is expected to vary from customer to customer due to the financial condition of each customer. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. Management has determined that there is an allowance of $72,115 for doubtful accounts at December 31, 2011. Accounts receivable will generally be due within 30 days and collateral is not required.   F-11


F-11   Income Taxes Under ASC 740 the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Uncertainty in Income Taxes Under ASC 740-10-25 recognition and measurement of uncertain income tax positions is required using a more-likely-than-not" approach.  Management evaluates their tax positions on an annual basis and has determined that as of December 31, 2011 no additional accrual for income taxes is necessary.  Fixed Assets Fixed assets are stated at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period.  The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized.  Deduction is made for retirements resulting from renewals or betterments.  Impairment of Long-Lived Assets  Long-lived assets, primarily its licenses and fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company does not perform a periodic assessment of assets for impairment in the absence of such information or indicators.  Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.  (Loss) Per Share of Common Stock  Basic net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share on the consolidated statement of operations due to the fact that the Company reported a net loss and to do so would be anti-dilutive for the periods presented.      F-12       The following is a reconciliation of the computation for basic and diluted EPS:    December 31, 2011 December 31, 2010 Net loss $ (1,383,846) $  (3,470,035) Weighted-average common shares Outstanding (Basic) 6,545,182 4,629,862  Weighted-average common stock Equivalents Series A1 Preferred Stock 2,000,000 2,000,000 F-12 Stock options 1,122,498 1,122,498 Convertible Notes 3,212,500 -  Weighted-average commons shares Outstanding (Diluted) 12,880,180 7,752,360   Stock-Based Compensation  In 2006, the Company adopted the provisions of ASC 718-10

Share Based Payments"

. The adoption of this principle had no effect on the Companys operations.  ASC 718-10 requires recognition of stock-based compensation expense for all share-based payments based on fair value. Prior to January 1, 2006, the Company measured compensation expense for all of its share-based compensation using the intrinsic value method.  The Company has elected to use the modified-prospective approach method. Under that transition method, the calculated expense in 2006 is equivalent to compensation expense for all awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair values. Stock-based compensation expense for all awards granted after January 1, 2006 is based on the grant-date fair values. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate. The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50,

Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services".

The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Companys common stock on the date that the commitment for performance by the counterparty has been reached or the counterpartys performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital. For common stock issuances to non-employees that are fully vested and are for future periods, the Company classifies these issuances as prepaid expenses and expenses the prepaid expenses over the service period. At no time has the Company issued common stock for a period that exceeds one year. Segment Information The Company follows the provisions of ASC 280-10,

"Disclosures about Segments of an Enterprise and Related Information".

This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions.  The Company operates in five distinct reporting segments, as of December 31, 2011 and for the years ended December 31, 2011 and 2010.  F-13  Inventory Inventory is valued at the lower of cost (on a first-in, first-out (FIFO) basis) or market. Inventory of $191,490 as of December 31, 2011 consists of donors sperm samples. Based on the method in which these samples are contained, it is very rare that a sample would spoil. Samples are cleared for cryopreservation after rigorous laboratory testing. Samples are cryopreserved in nitrogen vapor and are maintained frozen until purchased by a client. There has been no reserve for obsolescence of inventory and inventory is only removed upon use. The Company, to date has never destroyed any samples in inventory, or sold samples that were not viable (alive after been thawed for use).  Beneficial Conversion Features ASC 470-20 applies to convertible securities with beneficial conversion features that must be settled in stock and to those that give the issuer a choice in settling the obligation in either stock or cash. ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date as the difference between the conversion price and the fair market value of the common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible. ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.   F-13   Noncontrolling Interests  In accordance with ASC 810-10-45,

Noncontrolling Interests in Consolidated Financial Statements,

the Company classifies controlling interests as a component of equity within the consolidated balance sheets. The Company had applied the provisions in ASC 810-10-45 to the financial information for the year ended December 31, 2010. During the year ended December 31, 2010, the Company formed XGen and was a 51% owner, however retained the remaining 49% shortly after formation. As a result, no amounts were applied to the former minority owners of XGen.  Recent Accounting Pronouncements  In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04,

Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs

. FASB ASU 2011-04 amends and clarifies the measurement and disclosure requirements of FASB ASC 820 resulting in common requirements for measuring fair value and for disclosing information about fair value measurements, clarification of how to apply existing fair value measurement and disclosure requirements, and changes to certain principles and requirements for measuring fair value and disclosing information about fair value measurements. The new requirements are effective for fiscal years beginning after December 15, 2011. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Companys results of operations, cash flows or financial position.  In June 2011, FASB issued ASU No. 2011-05,

Presentation of Comprehensive Income

, which amends the disclosure and presentation requirements of Comprehensive Income. Specifically, FASB ASU No. 2011-05 requires that all nonowner changes in stockholders equity be presented either in 1) a single continuous statement of comprehensive income or 2) two separate but consecutive statements, in which the first statement presents total net income and its components, and the second statement presents total other comprehensive income and its components. These new presentation requirements, as currently set forth, are effective for the Company beginning October 1, 2012, with early adoption permitted. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Companys results of operations, cash flows or financial position.  In September 2011, FASB issued ASU 2011-08,

Testing Goodwill for Impairment

, which amended goodwill impairment guidance to provide an option for entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events and circumstances, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is no longer required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. Adoption of this guidance is not expected to have any impact on the Companys results of operations, cash flows or financial position. F-14 There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Companys financial statements upon adoption.  NOTE 3 -

FIXED ASSETS  Fixed assets as of December 31, 2011 and 2010 were as follows: Estimated Useful Lives            December 31,    December 31, (Years) 20112010 Computer Equipment 5 $ 13,281 $ 13,281 Machinery and Equipment 5-7 5,868                 5,868 Leasehold Improvement 15 20,980               20,980 Furniture and fixtures 7 28,350  28,350 68,479               68,479 Less: accumulated depreciation (45,700)(36,551

) Fixed assets, net $

22,779

$

31,928  There was $9,149 and $9,149 charged to operations for depreciation expense for the years ended December 31, 2011 and 2010, respectively. F-14  NOTE 4 -

INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY LICENSE  Intangible assets as of December 31, 2011 and 2010 were as follows:  Estimated Useful Lives    December 31,       December 31, (Years)    2011         2010 Patents and Trademarks 10 $301,161 $262,831 Less: accumulated amortization (  48,111

)

(20,392

) Intangible assets, net $

253,050

$

242,439    The Intellectual Property License as of December 31, 2011 and 2010 were as follows:  Estimated Useful Lives    December 31,          December 31, (Years)    2011              2010 Intellectual Property License 10 $3,401,891 $3,401,891 Less: accumulated amortization (566,982

)

(226,793

) Intellectual Property License, net                                                      $

2,919,957

$

3,175,098  There was $367,908 and $247,184 charged to operations for amortization expense for the years ended December 31, 2011 and 2010, respectively.   F-15 NOTE 5 -

PROMISSORY NOTES The Company had outstanding $0 in promissory notes payable and $0 in accrued interest as of December 31, 2011.  The Company entered into promissory notes for $392,675 between April and July 2007 with six individuals/companies. On December 31, 2008, the Company renegotiated these notes. In the process of this, the Company added $57,675 in interest that was unpaid during 2008. The Company also issued shares to the note holders to cure a default under the note and extended the due date to January 30, 2009. The notes accrued interest at annual interest rates of 10% and were to mature from October 2007 to January 2008. The Company negotiated a full settlement on April 15, 2010 and issued 354,070 shares for all principal and interest due the promissory note holders. The Company had issued 16,500 warrants with these notes that have since been converted to shares of common stock and none of the warrants remain outstanding.  NOTE 6 -

RELATED PARTY LOANS  The Company has unsecured loans and advances with officers of $828,956 as of December 31, 2011. The loans and advances are typically repaid through conversions to shares of common stock. The advances are short-term and typically repaid within 6 months. The officers have not accrued interest on these amounts through December 31, 2010 as the repayment of the advances were made on a recurring basis. Effective, January 1, 2011, the board of directors agreed to pay 3% interest on all amounts outstanding. Interest expense for the year ended December 31, 2011 and accrued for as of December 31, 2011 on these loans amounts to $24,897. These loans were made to fund the Company with working capital during the process of securing contracts.  All loans and advances are due on demand and are included in current liabilities. In addition, the Company has other related party payables outstanding that consist of accrued compensation and related expenses to the President and former CFO of the Company totaling $1,612,500 as of December 31, 2011. This amount has been included in current liabilities on the consolidated balance sheets. In January, the Company issued previously approved shares of the Company common stock to Michael Cohen, 625,000 shares for debt conversion of $350,000, and Steven Byle, 178,572 shares for debt conversion of $100,000.   F-15    NOTE 7 

CONVERTIBLE NOTES The Company entered into an agreement with a company that was owed shares of stock and this was recorded as a liability for stock to be issued. This Company as of December 17, 2010 was owed 1,208,500 shares of common stock valued at $2,000,000. The shares were accrued at various dates from 2009 and 2010. The Company agreed to convert their liability of stock to be issued to them to a convertible note. The note is convertible at the holders request at the market value of the stock at the time of the request for conversion, or may be paid in cash at the time of a financing. The Board of Directors agreed to charge a 3% interest rate on this note effective January 1, 2011. On December 31, 2010, the Company converted $100,000 into 200,000 shares of stock ($0.50), which was the fair value of the stock on the date of the conversion. There were conversions of $591,500into 1,500,000 shares of common stock in the year ended December 31, 2011. In addition, this company issued there shares equivalent to $90,000 to a third party for services during the year ended December 31, 2011, and the Company added the $90,000 to the note balance. As of December 31, 2011 the balance on the convertible note is $1,398,500. The Company has reflected this note as a current liability as it is due on demand. The interest expense for the year ended December 31, 2011 and accrued for on the note as of December 31, 2011 is $51,517. On December 23, 2011, the Company entered into a convertible promissory note with an individual in the amount of $150,000. The convertible promissory note bears interest at 8% per annum and matures on December 23, 2016. This individual shall have the right to convert all or part of the principal and interest into the Class D Preferred Stock of the Company during the time period commencing December 23, 2011 and ending upon the repayment of the convertible promissory note. This convertible promissory note shall be convertible at a price equal to ten times the average price of the Companys common stock in the open market based upon the average of the closing bid prices for the common stock for the twenty trading days prior to receipt by the Company of the Election of Conversion less 12% percent. The interest expense for the period December 23, 2011 through December 31, 2011 and accrued as of December 31, 2011 is $230.  F-16   NOTE 8 -

LICENSING AGREEMENTS The John Hopkins University On November 14, 2005, the Company subsidiary, National Stem Cell, Inc. (NSC) entered into an intellectual property licensing agreement with The John Hopkins University (JHU"). The license agreement relates to certain patents pending and contains royalty payment arrangements as well as funding guarantees. Due to certain internal JHU intellectual property timeline issues regarding technology development with NSC and the NSCs failure to pay fees in connection with the development, JHU discontinued the Companys research plan and terminated the agreement.  During 2005 and 2006, $296,250 was recognized as license fees and remained outstanding as of December 31, 2007. During 2008, the Company and JHU negotiated a settlement agreement which was executed on September 24, 2008. The settlement agreement stipulated that should a $10,000 payment be made, the total amount due would be reduced to $190,000. The Company made the payment and the Company recognized $96,250 in forgiveness of the JHU payable. As of September 30, 2010, NSC has $190,000 outstanding, respectively to JHU under the terms of the agreement.  During the third and fourth quarters of 2010, NSC made payments totaling $100,000 towards this obligation. As of September 30, 2011, the total outstanding liability is $90,000. . However, NSC is currently in default on the John Hopkins obligation and on June 17, 2011 JHU obtained judgment by consent and JHU has not yet commenced collection activity.  NSC plans to continue paying this obligation if and when funded. The Stromal Cell Technology License On May 4, 2010, Proteonomix licensed from the Cohen-McNiece Foundation the Stromal Cell technology for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The Cohen-McNiece Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have suffered

myocardial infarctions.



The

Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the StromalCel Technology and 1,000,000 stock options exercisable for five years at $3.55 per share vested immediately to Michael Cohen, our President and 90% owner of the Cohen-McNiece Foundation. The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix also received a right of first refusal to license any technology developed by the Foundation. F-16 Proteonomix has sub-licensed the StromaCel Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the StromaCel Technology. In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. The Company has determined that the estimated useful life of the Intellectual Property License is ten years, and the Company commencing May 2010 will amortize the license over this ten-year period. In addition, the Company performed its annual impairment test on the value of this license and determined that no further impairment is necessary at December 31, 2010. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion. NOTE 9 -

COMMITMENTS Lease Agreement The Company has entered into an oral lease agreement for its research and development, manufacturing, warehousing and administrative offices on a month to month basis. The Company estimates that the monthly obligation is approximately $2,500 per month. In addition, the Company leases office space on a monthly basis in the amount of $249 per month.  F-17  Employment Agreements with Officers The Company has entered into an employment agreement with its President and CEO. The agreement obligates the Company to pay this officer base compensation of $325,000 per year which includes a $75,000 bonus. The Company and the officer can terminate this agreement, and can adjust compensation at anytime during the length of the contract.  In addition, the officer is to receive 50,000 shares of common stock for each patent filed in which he is named as inventor or investigator. The Company has issued all shares under this agreement. On July 1, 2009, the Company and its President and CEO, modified the employment agreement to include: a) the Companys recognition of the assignment by the President and CEO at no additional consideration by the Company of the technologies, including the patent applications to the Companys subsidiary, National Stem Cell, Inc.; b) for the transfer of the 2 Proteoderm patents and future patent applications related to inventions and discoveries related to stem cell derived cosmetics and cosmeceuticals, 50,000 Series C Preferred Shares with a par value of $0.001 (see Note 10) and the right to receive 20% of the outstanding shares of the Companys subsidiary, Proteoderm, Inc. in the event it shall become a public company. The right set forth above shall be non-transferable except to the JSM Family Trust (of which 25,000 of these shares were transferred to the JSM Family Trust on July 10, 2011); and c) an increase in the vehicle allowance to $1,000 per month. On March 2, 2012, the Company entered into an employment agreement with Steven Byle to act as the Companys Chief Technology Officer. Pursuant to the employment agreement, the Company has agreed to pay Mr. Byle an initial salary of$150,000 per annum (the Base Fee) in bi-weekly installments. Mr. Byle will also be entitled to an increase to $200,000 per annum at such time as the Company has received $3,000,000 in financing and raised to $250,000 per year when the Company has raised $5,000,000 in financing and increased to $300,000 per year when the Companys common stock is traded on a listed exchange. Mr. Byle also received a signing bonus of 100,000 shares of Series D Preferred Stock. On March 2, 2012, the Company has entered into an agreement with Roger Fidler to provide legal services for a salary of $120,000 per annum when the Company has received $3,000,000 in financing and increased to $240,000 per year when the Company has obtained $5,000,000 in financing. Mr. Fidler also received a signing bonus of 35,000 shares of Series D Preferred Stock.  He also received payment of 35,000 shares of Series D Preferred Stock for services rendered during 2011. On July 1, 2009, we entered into an employment agreement with Robert Kohn, pursuant to which Mr. Kohn serves as Chief Financial Officer until June 29, 2012. Pursuant to the agreement, Mr. Kohn is entitled to receive a salary of $150,000 per annum which accrues until the Company receives $1,500,000 in equity, debt or joint venture funding. Mr. Kohn will receive an additional $50,000 per annum if the Company receives $3,000,000 in debt, equity or joint venture funding and an additional $50,000 per annum if the Company receives $10,000,000 in debt, equity or joint venture funding. In addition, Mr. Kohn is entitled to the issuance of 250,000 shares of common stock upon the execution of the employment agreement as a signing bonus. Mr. Kohn also receives an additional 250,000 shares upon the spin-off of any subsidiary as a public company in the event such spin-off occurs during the term of the agreement.  F-17   In addition, Mr. Kohn receives a benefits package including health insurance, vision, dental, and life insurance. In addition, pursuant to his employment agreement, Mr. Kohn is entitled to reimbursement for all medical and dental expenses for himself and his immediate family which are not covered by insurance. The agreement is for a term of three years from July 1, 2009, unless terminated by the Company or Mr. Kohn by written notice given 90 days prior to the expiration of the agreement. The agreement may also be terminated by us for "cause," as such term is defined in the agreement. Upon termination, Mr. Kohn will only be entitled to accrued salary, and benefits which have vested at the time of termination. On September 30, 2010, the Company and Mr. Kohn entered into a Separation Agreement, and in accordance with the terms of the agreement, Mr. Kohn will relinquish his duties as CFO and in return, receive $187,500 of his accrued compensation, $37,500 of his accrued fringe benefits, and keep 156,250 shares of common stock he received for his signing bonus, and return the 93,750 shares that were received in October 2010.  Consulting Agreements The Company has entered into consulting agreements with consultants to assist in developing the Companys business. The agreements range in term from one year to three years. The agreements call for the issuance of common stock as the Company does not have sufficient cash flow to compensate its consultants with cash.   F-18  In December 2009, the Company entered into a three year agreement with the Companys Chief Scientific Officer and Vice-President, Ian McNiece, PhD.  Under the terms of the agreement Mr. McNiece will receive $4,000 per month for three years which is accrued until the Company has received $3,000,000 in equity or convertible debt financing.  Furthermore, Mr. McNiece will receive 200,000 shares of common stock- 50,000 shares on the first and second anniversary of the signing of the agreement and 100,000 shares at the end of the agreement. The Company accrued the first 50,000 shares as of December 31, 2010, and the second 50,000 shares on December 31, 2011. On December 31, 2011, the Company amended this agreement and will replace the accrued 100,000 shares of common stock with 30,000 shares of the Companys Series D Preferred Stock. Effective June 1, 2010, the Company entered into a one year agreement at $7,500 per month with Wolfe, Axelrod and Weinberger to provide marketing services.  Wolfe, Axelrod and Weinberger will receive 75,000 stock options @$5.00 per share ratably over twelve months commencing July 1, 2010.  The Company has a right to terminate the agreement after three months including all fees and stock options.  The maximum stock options to be issued, if terminated, would be 18,750 shares. The Company has expensed $30,000 through December 31, 2010, and issued 10,000 shares of stock in October 2010 to cover 2 additional months of service through November 30, 2010. The Company has not utilized the services subsequent to November 30, 2010 and terminated this agreement at that time. There is currently $15,000 due to Wolfe, Axelrod and Weinberger as of December 31, 2011. The Company has expensed in stock-based compensation 37,500 options at a value of $72,507.  On June 15, 2010 the Company entered into a three month agreement with Logoform AG to perform business development, research and related investment relations services.  Logoform AG received 100,000 stock options @ $5.00 per share exercisable until June 15, 2011, ratably over twelve months commencing July 15, 2010. The Company has expensed 49,998 options through December 31, 2010 as stock-based compensation in accordance with the terms of the agreement. There will be no additional options granted subsequent to December 31, 2010 as the contract has been terminated. The value of the options was $96,673 for the year ended December 31, 2010 relating to these options. On September 20, 2010 the Company entered into an agreement for investor relation services with a consultant. The agreement has a one-year term. As compensation under the agreement, the Company issued 100,000 shares of common stock valued at $50,000, the fair value of the common stock at the time of issuance. The Company terminated this agreement on or about April 1, 2011. The Company is currently negotiating with the investor relation consultant on the return of shares due to the termination of this agreement. The Company entered into a Consulting Agreement in November, 2011 pursuant to which the Company issued 100,000 shares of its restricted common stock for providing services for management consulting, business advisory, shareholder information and public relations.  The Consultant will also receive 100,000 shares of common stock from a third party for which the Company will incur an obligation to the third party in the amount of $100,000. In October 2011, the Company engaged a consultant to assist the Company in development of new business opportunities, develop proposals and term sheets for such prospects and the drafting of legal documents. The term of the agreement is for a period of three years and compensation will be in the form of the Companys Series D Preferred Stock. The Consultant was entitled as part of the consulting contract to receive 30,000 Series D Preferred shares with 10,000 shares vesting immediately, and  an additional 10,000 Series D Preferred shares vesting on each of the first and second anniversary dates of the consulting agreement.  As of December 31, 2011 no Series D Preferred Shares were issued to the consultant.  F-18 License Agreement In January 2009, the Company entered into a three-year license and purchase agreement with two China based companies for the exclusive license of the Proteoderm products in China, Hong Kong and Taiwan (the territory"). The agreement includes pricing, delivery and minimum purchase requirements for the China-based companies of these products. Through December 31, 2011, no products have been purchased.  The Company did not meet the terms of the agreement due to delays in financing. This agreement has expired and has not been extended. Litigation The Company has been threatened to be sued by Fred Grant, a consultant who introduced the Company to Ice Cold Stocks.com. The Company denies the claim.  The Company has recently been sued by Wolf Axelrad for $38,000. The Company intends to vigorously defend this action.  F-19  James Magee, President of GEM Media, who contends the Company has responsibility for $350,000 of charges associated with the failed XGen Dubai project and Mark Huggins of Hulk Media who alleges liability for $60,000 in commissions for the introduction to GEM and other related consulting services. The Company believes it has meritorious defenses to both of these assertions and would defend any litigation that arises from these allegations vigorously.  On March 22, 2011, the Company was notified by a collection agency regarding a debt owed to a prior law firm in the amount of $168,812. The Company has negotiated a settlement with the prior law firm, and in March 2012 paid $125,000 to settle this claim.  NOTE 10 -

STOCKHOLDERS EQUITY (DEFICIT) Preferred Stock In April 2009, the Company had determined that it had not obtained the proper authorization required to issue any classes of its preferred stock.  As a result, it was determined that the issuance of the Companys Class A and Class B Preferred Stock were never legally executed, as such, do not exist.  Therefore, as of January, 2005, the Company established an unsettled obligation to the holders of any aforementioned Class A and Class B Preferred Stock. As of December 31, 2011, the Company has 10,000,000 shares of preferred stock authorized with a par value of $.001. The Company increased the authorized shares from 4,000,000 to 10,000,000 on July 21, 2008. The preferred stock may be issued from time to time, in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issue of any shares thereof. In August 2008, the Companys board of directors approved a 1:10 reverse split. All shares reflected in the condensed consolidated financial statements are shown post-split. In May 2009, the Company formally designated three series of preferred stock; the Series A Convertible Preferred Stock consists of 200,000 shares, convertible into common stock, each share for 10 shares of common stock; the Series B Preferred Stock which consists of 6 shares; and the Series C Preferred Stock which consists of 50,000 shares.  In November 2011, the Company amended its designation of the Series A Preferred Stock and Series C Preferred Stock to provide anti-dilution protection against both forward and reverse splits of the Companys common stock and other reorganizations of similar nature. In the event that the common stock of the Company is subject to a reverse split, the number of shares into which the Series A and the Series C Preferred Stock are convertible remain unchanged. The Series C was amended to provide convertibility into the common stock of the Company at the option of the holder at a ratio of 10 common shares for each share of Series C Preferred Stock. On December 29, 2011, the Company amended its designation in Delaware of the Series A Preferred Stock and Series C Preferred Stock to provide anti-dilution protection against both forward and reverse splits of the Companys common stock and other reorganizations of similar nature. In the event that the common stock of the Company is subject to a reverse split, the number of shares into which the Series A and the Series C Preferred Stock are convertible remain unchanged. The Series C was amended to provide convertibility into the common stock of the Company at the option of the holder at a ratio of 100 common shares for each share of Series C Preferred Stock.  On December 29, 2011, a new Series D Preferred Stock was designated in Delaware authorizing the issuance of 2,000,000 shares of the Series D Preferred Stock that is convertible into the common stock of the Company at a ratio of ten shares of common for each share of Series D Preferred Stock that is converted.  The Series D Preferred Stock is also protected against dilution in the event of forward splits, reverse splits and reorganizations.  In the event of a reverse split, the number of shares issued upon conversion of the Series D Preferred Stock remains unchanged.  F-19  In January 2012, Series D shares were issued to Michael Cohen in the amount of 130,000 shares in lieu of $100,000 of debt forgiveness, Steven Byle in the amount of 100,000 shares for services rendered, Ian McNiece in the amount of 30,000 shares as an amendment to his 2009 Consulting Agreement obviating the need for the Company to issue to him 100,000 shares of common stock, and Roger Fidler in the amount of 70,000 shares for legal services rendered and his agreement to provide legal services to the Company in the future. In addition, 34,000 other Series D Preferred shares have been approved for issuance in 2011. All expenses related to these shares have been accrued in 2011.  F-20  Each share of Series A Preferred Stock is convertible into 10 shares of common stock. The Company, prior to realizing that the preferred stock had not been properly authorized, assumed that it had issued 200,000 shares of Series A Preferred Stock in 2005 to its President. The 200,000 shares were thought to have been issued for a value of a $2,000 (par) as founders shares. As a result, the Company performed an informal valuation and determined there was no increase in the value of the preferred stock and as of December 31, 2008, there was a $2,000 obligation to issue preferred shares on the consolidated balance sheets, respectively. These shares were issued in May 2009. The Company also had assumed that it had properly issued 6 shares of Series B Preferred Stock. Each share of the Series B Preferred Stock enables the holder to nominate and appoint one member to the board of directors. The Companys President was to be the holder of the six shares of Series B Preferred Stock, and upon proper authorization, the Company formally issued these shares to the President in May 2009. The Series B Preferred Shares value is par.  On July 1, 2009, Michael Cohen and Jacob Cohen entered into a technology license agreement with Company relating to stem cell based cosmetic and cosmeceutical technologies they developed. The license agreement provides that they receive a) 50,000 Shares of the Companys Series C Preferred Stock, par value $.001 per share and (b) the right to receive 20% of the outstanding shares of the Companys subsidiary, Proteoderm, Inc. in the event it shall become a public company. The right set forth above shall be non-transferable except to the JSM Family Trust. Each share of Series C Preferred Stock shall be entitled to one hundred votes on all matters submitted to a vote of the Corporations shareholders. Jacob Cohens 25,000 shares were transferred on July 10, 2011 to the JSM Family Trust. The 50,000 shares of the Series C Preferred Stock were issued in July 2009.    December 31, 2011 Preferred StockAuthorized DateIssue DateNumber of SharesPar ValueConversion to Common StockSeries A" (1)January 2005May, 2009200,000$.00110:1Series B" (1)January 2005May, 20096$.001NoneSeries C" (2)July 1, 2009July 1, 200950,000$.001100:1Series DDecember 29,  2011Jan 2012364,000$.00110:1  (1) Issued to the President and CEO, Michael Cohen authorized in January 2005 as Founders shares. (2) Issued equally to the President & CEO, Michael Cohen and his brother Jacob Cohen for the development of the Proteoderm products.  Michael Cohen and Jacob Cohen (Jacob Cohens share has been since transferred to the JSM Family Trust) have the right to receive 20% of the outstanding shares of the Companys subsidiary, Proteoderm, Inc. in the event it shall become a public company.  The above table does not reflect the Series E Convertible Preferred Series of stock that a Certificate of Designation was filed for on March 5, 2012. The Series E Convertible Preferred Stock has 5,000 shares authorized, with a par value of $0.001 and a stated value equal to $1,000 subject to increase as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock.   F-20  Common Stock As of December 31, 2011, the Company has 240,000,000 shares of common stock authorized with a par value of $.001. On July 21, 2008, the Company amended its certificate of incorporation to increase the authorized shares from 50,000,000 to 240,000,000. The Company has 7,685,556 shares issued and outstanding as of December 31, 2011. The Company has had its common stock reverse split twice since 2006. In May 2006, the Company reverse split its shares 1:37 and then again in August 2008, the Companys board of directors approved a 1:10 reverse split. All shares reflected in the condensed consolidated financial statements are shown post-split. F-21 During 2007, the Company issued 124,987 shares of common stock for various services, marketing and interest valued at fair value at the time the services were performed. These services were valued at $685,676. In addition, the Company recorded a capital contribution of $30,000 from a third party with no shares of common stock being issued. The Company recorded this directly to additional paid in capital. During 2008, the Company issued 224,106 shares of common stock for various services, marketing and interest valued at fair value at the time the services were performed or interest accrued. These services were valued at $1,320,414. In addition, the Company issued 582,200 shares of common stock (on April 14, 2008, approved for issuance on June 4, 2007) in conversion of loans from the Companys President and accrued compensation to the Companys President in the amount of $1,318,617. The value was determined based on average pricing at the times the liabilities were incurred. In the year ended December 31, 2009, the Company issued 1,137,990 shares of common stock to consultants due for obligations arising from various marketing services and professional fees for services rendered from November 30, 2007 to November 18, 2008, for fair value at the time services were performed, valued at $5,082,780. The Board had authorized the shares to consultants at the time services were performed but the obligation was not satisfied until the share issuance in 2009. During 2009, the Company authorized and issued 615,800 shares for various services including professional fees and marketing valued at $1,464,390 for the fair value at the time the services were performed. In addition, the Company issued 100,000 shares of common stock on November 18, 2009 in conversion of loans from the Companys President for $150,000 and conversion of advances from our past Secretary of $75,000 in exchange for 50,000 shares of common stock.  The shares were issued at fair value at the time of conversion. In the year ended December 31, 2010 the Company issued 897,320 shares of common stock (net of 93,750 shares that were canceled) including 29,000 shares for professional fees for services rendered during the second quarter of 2010, for fair value at the time services were performed, valued at $73,950.  The Board had authorized the shares to the professionals at the time services were performed.  250,000 shares were issued to Robert Kohn, our CFO, due November 1, 2009 under the terms of his employment contract.  The Board had authorized the shares at November 1, 2009 but the obligation was not satisfied until the share issuance June 4, 2010 of these shares 93,750 shares ($66,563 value) were returned upon the execution of the Separation agreement as defined above. 354,070 shares were issued on April 15, 2010 to satisfy the outstanding promissory notes including settlement of all principal and interest.  (See Note 5- Promissory Notes). 58,000 shares were issued to satisfy vendor payables ($58,767 value), 100,000 shares ($50,000 value) were issued in accordance with an investor relation agreement entered into in September and 200,000 shares ($100,000 value) were issued in conversion of a convertible note. In addition, the obligation for common stock to be issued at December 31, 2010 was reduced to $1,144,000, which represents 350,000 shares of common stock. During 2010, 953,500 shares were accrued for at a value of $1,739,625; $2,000,000 of this obligation was converted into a convertible note (1,208,500 shares); 414,125 shares ($300,594) were satisfied by stock issuances; and 31,750 shares ($27,563 value) that were previously accrued were written off during the year. In the year ended December 31, 2011, the Company issued common stock to Michael Cohen, 625,000 shares for debt conversion of $350,000, and Steven Byle, 178,572 shares for debt conversion of $100,000. In addition, the Company issued 20,000 shares valued at $14,600 for services rendered. 1,500,000 shares of been issued in conversion of $591,500 in convertible notes payable; 150,000 shares have been issued to an investor relations company for services rendered for a period of twelve months for a total value of $48,000; and 50,000 shares issued to a consultant for services valued at $25,000. The shares issued are exempt from registration under Sec. 4(2) of the Securities Act of 1933. Warrants The Company has no warrants outstanding as of December 31, 2011 or for the year ended December 31, 2010. On March 5, 2012, the Company issued Class A Warrants, Class B Warrants and Class C Warrants in connection with the SPA. See Subsequent Events for further details. Additionally, the Placement Agent warrants were also issued upon the closing of the private placement.  Options The Board of Directors in 2010 approved the Proteonomix, Inc. 2010 Employees, Directors, Officers and Consultants Stock Option and Stock Award Plan (the 2010 Plan). The 2010 Plan, reserved 2,500,000 shares that may be optioned or issued for all eligible participants.   F-21 The Company had granted 20,000 options to a consultant in May 2009 for her work related to Proteoderm products. Of the 20,000 options, 10,000 were exercisable immediately with the remaining 10,000 exercisable upon completion of the consultants engagement. The options are to expire in five years. F-22  The exercise price of the options is $2.50 per share. The options were valued utilizing the Black-Scholes method and have a put option value of $1.5395, calculated based on an expected term of 5 years, expected stock volatility of 100%, expected stock dividend yield of 0%, and risk-free interest rate of 3%. The value of the 10,000 options that are expensed in May 2009 is $15,395.  The Company had granted 15,000 options to a consultant in April 2010 for his work related to Proteoderm products. Of the 15,000 options, 5,000 were exercisable immediately with an additional 5,000 exercisable upon completion of certain requirements under the terms of the contract and the remaining 5,000 exercisable upon completion of the consultants engagement. The options are to expire in five years.  The exercise price of the options is $3.50 per share. The options were valued utilizing the Black-Scholes method and have a put option value of $2.6987, calculated based on an expected term of 5 years, expected stock volatility of 180.50%, expected stock dividend yield of 0%, and risk-free interest rate of 1.75%. The value of the 5,000 options that are expensed in April, 2010 is $13,494.  The Company had granted 1,000,000 options to its President, Michael Cohen, on April 26, 2010 exercisable immediately. The options are to expire in five years.  These were issued pursuant to a license agreement for Stromal Cell. The exercise price of the options is $3.55 per share. The options were valued utilizing the Black-Scholes method and have a put option value of $3.4019, calculated based on an expected term of 5 years, expected stock volatility of 180.5%, expected stock dividend yield of 0%, and risk-free interest rate of 1.75%. The value of the 1,000,000 options that are capitalized as license on the condensed consolidated balance sheet is $3,401,891.  These options are exempt for any stock splits or other reorganizations that would effect the option holder negatively.  The Company had granted 75,000 options to a U.S. based investor relations firm on June 1, 2010 exercisable ratably over 12 months commencing July 1, 2010. The options are to expire in five years.  If Proteonomix cancels the contract after a three month trial period, then the maximum amount of options exercisable is 18,750. The Company has expensed six months of these options (37,500 total) that have vested through December 31, 2010 as stock based compensation in the amount of $72,507 as of December 31, 2010.  There will be no further options vested as the contract was terminated.  The Company had granted 100,000 options to a European investor relations firm on June 15, 2010 exercisable ratably over 12 months commencing July 15, 2010. The options are to expire in June 2011.  The Company has expensed six months of these options (49,998 total) that have vested through December 31, 2010 as stock based compensation in the amount of $96,673 as of December 31, 2010. There will be no further options vested as the contract was terminated.  December 31, 2011Stock OptionsNumberExercise Price (1)Relative Value (2)Fair ValueTermOutstanding at Beginning
of the Year (3)20,000$2.50$15,395$50,0005 YearsKishore Ahuja, M.D. (4)15,000$3.50$13,494$52,5005 YearsMichael Cohen, President (5)1,000,000$3.55$3,401,891$3,550,0005 YearsWolfe, Axelrod & Weinberger (6)75,000$5.00$51,944$375,0005 YearsLogoform AG (7)100,000$5.00$69,257$500,0005 YearCancelled options (6 and 7)

Options Outstanding at December 31, 2011(87,502)


1,122,498$5.00  (1) The exercise price is based on the Fair Market Value of the common stock at date of grant.  F-23


F-22  (2)Relative value is based on the Black-Scholes method.  (3) 20,000 options were granted in May 2009 at $2.50 per share.  (4) 15,000 options were granted on April 1, 2010 at $3.50 per share. 10,000 options will be exercisable upon the completion of certain requirements of the contract, and 5,000 are exercisable as of April 2010.  (5) Michael Cohen, the President of Proteonomix was granted 1,000,000 options on April, 26, 2010 at $3.55 per share. These options were issued to acquire the StromaCel Technology in the Companys subsidiary, StromCel.  (6) 75,000 options were issued on June 1, 2010 at $5.00 per share.  These are vested equally over a 12 month period starting July 1, 2010 and can be cancelled after a 90 day period except for 18,750 shares, which cannot be cancelled. All options subsequent to vesting after December 31, 2010 have been cancelled as the contract has been terminated.  (7) 100,000 options were issued on June 15, 2010 @ $5.00 per share vested equally over 12 months beginning July 2010. All options subsequent to vesting after December 31, 2010 have been cancelled as the contract has been terminated.   NOTE 11 - PROVISION FOR INCOME TAXES  Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Companys assets and liabilities.  Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Companys tax return.   Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.  At December 31, 2011, deferred tax assets consist of the following:  Net operating losses $ 6,281,334 Valuation allowance (

6,281,334

) $ -  At December 31, 2011, the Company had a net operating loss carry-forward in the amount of $18,474,513 available to offset future taxable income through 2031.  The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.  A reconciliation of the Companys effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended December 31, 2011 and 2010 is summarized as follows:  December 31, 2011 December 31, 2010 Federal statutory rate (34.0%) (34.0%) State income taxes, net of federal benefits 3.3 3.3 Valuation allowance 30.7 30.7 0 % 0

%  NOTE 12 - FAIR VALUE MEASUREMENTS On January 1, 2008, the Company adopted ASC 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: Level 1 inputs: Quoted prices for identical instruments in active markets.  F-24


F-23 Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers.  NOTE 13 -







SEGMENT INFORMATION The Company operates and the chief decision maker for the Company segregates the operations into five separate distinct reporting segments. These segments are the sperm bank division, the stem-cell division, and includes the minimal operating expenses of Proteoderm, the skin care products division, PRTMI, Thor and StromaCel.    Operating segment data for the year ended December 31, 2011 is as follows:  Stem-Cell/ThorProteodermSperm BankPRTMI & PRTMI RD(1)StromaCel/ XgenTotalSales$ -$ -$26,004$ -$ -$26,004Cost of sales$ -$ -($513)$ -$ -($513)Gross profit$ -$ -$26,517$ -$ -$26,517Operating expenses$897,685$-$58,978$-$-$956,663Depreciation and amortization$36,868$ -$ -$ -$340,189$377,057Other income (expense)($70,993)($3,710)$ -($150)($1,790)($76,643)Net (loss)($1,005,546)($3,710)($32,461)($150)($341,979)($1,383,846)Segment assets$293,829$-$212,266$-$2,834,909$3,341,004Fixed Assets, net of depreciation$22,779$ -$ -$ -$ -$22,779 PRTMI RD is a wholly-owned subsidiary of PRTMI.  Operating segment data for the year ended December 31, 2010 is as follows:  Stem-CellProteodermSperm BankPRTMI & PRTMI RD(1)StromaCel/ XgenTotalSales$ -$ -$83,321$ -$ -$83,321Cost of sales$ -$ -$15,850$ -$ -$15,850Gross profit$ -$ -$67,471$ -$ -$67,471Operating expenses$3,079,890$23,282$105,357$5,000$60,344$3,273,873Depreciation and amortization$17,814$ -$ -$ -$ 226,793$244,607Other income (expense)($19,026)$ -$ -$ -$ -($19,026)Net income (loss)($3,116,730)($23,282)($37,886)($5,000)($287,137)($3,470,035)Segment assets$274,366$-$202,697$-$3,175,098$3,652,161Fixed Assets, net of depreciation$31,928$ -$ -$ -$ -$31,928  PRTMI RD is a wholly-owned subsidiary of PRTMI. F-25  NOTE 14 

SUBSEQUENT EVENTS  On January 3, 2012, the Company issued the 341,000 shares of Series D Preferred Stock that had been accrued in 2011.  On January 26, 2012, the Company issued 50,000 shares of common stock for services rendered, and issued on February 10, 2012, 150,000 shares of common stock for services rendered. F-24 On February 2, 2012, $262,500 of debt owed to Michael Cohen was converted into 50,000 shares of common stock. Additionally, on the same date, the Companys subsidiary, Proteoderm, Inc. hired Jaci Mandil as its Chief Executive and Operating Officer.  On March 5, 2012, the Company entered into a Securities Purchase Agreement (the SPA) with the purchasers identified therein (collectively, the Purchasers) providing for the issuance and sale by the Company to the Purchasers of an aggregate of approximately 3,804 shares of the Companys newly designated Series E Convertible Preferred Stock, with each of the Series E Convertible Preferred shares initially convertible into approximately 235 shares of the Companys common stock (the Conversion Shares) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase up to an aggregate of 2,685,873 shares of the Companys common stock, for proceeds to the Company of $3.8 million. After deducting fees and expenses, the aggregate net proceeds from the sale of the Preferred Shares and associated warrants are approximately $3.5 million.  Pursuant to the Certificate of Designation to create the Series E Convertible Preferred Stock, the Preferred Shares may be converted at any time at the option of the Purchasers into shares of the Companys common stock at a conversion price of $4.25 per share (the Conversion Price). On each of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) if the registration statement required to be filed by the Company pursuant to the Registration Rights Agreement is not declared effective on or before September 8, 2012 or if a Registration Statement does not register for resale by the Purchasers all of the Conversion Shares issuable hereunder, the date that all Conversion Shares issuable pursuant to the Preferred Shares may be resold by the Holder pursuant to Rule 144 without volume or manner restrictions (each such date, the Trigger Date), the Conversion Price shall be reduced to the lesser of (w) the then Conversion Price, as adjusted and taking into consideration any prior resets, (x) 85% of the volume average weighted price (VWAP) for the 5 trading days immediately following each such Trigger Date, as calculated pursuant to the AQR function on Bloomberg, L.P., (y) 85% of the average of the VWAPs for each of the 5 trading days immediately following the Trigger Date, and (z) 85% of the closing bid price on the last trading day of the 5 trading days immediately following each such Trigger Date, which shall thereafter be the new Conversion Price. The adjusted Conversion Price shall not be lower than $1.00  Pursuant to the terms of the SPA, each Purchaser has been issued a Series A Warrant, a Series B Warrant and a Series C Warrant, each to purchase up to a number of shares of the Companys Common Stock equal to 100% of the Conversion Shares underlying the Preferred Shares issued to such Purchaser pursuant to the SPA. The Series A Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years. The Series B Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise of one year and two weeks. The Series C Warrants have an exercise price of $4.25 per share, vest and are exercisable ratably commencing on the exercise of the Series B Warrants held by each Purchaser (or its assigns) and have a term equal to five years.  On March 5, 2012, in connection with the closing of the private placement, the Company and the Purchasers entered into a Registration Rights Agreement (the Registration Rights Agreement). Under the Registration Rights Agreement, the Company is required to file a Registration Statement within 7 days following the filing date of the Companys Form 10-K for the year ended December 31, 2011, but in no event later than April 16, 2012. The failure on the part of the Company to meet the filing deadlines and other requirements set forth in the Registration Rights Agreement may subject the Company to payment of certain monetary penalties.  Rodman & Renshaw, LLC (Rodman) acted as the exclusive placement agent for the private placement. Pursuant to the terms of the Placement Agent Agreement entered into by the Company and Rodman on February 15, 2012 (the Placement Agent Agreement), the Company has agreed (a) to pay to Rodman the placement agent fee equal to 7% of the aggregate gross proceeds raised in the private placement, (b) to issue to Rodman warrants to purchase 62,670 shares of the Companys common stock, and (c) to reimburse Rodman for certain expenses.     F-26


F-25


|                                                                 |  |                                    |  |                                    |  |  |  |  |  |  | 
|---------------------------------------------------------------- |  | ---------------------------------- |  | ---------------------------------- |  |  |  |  |  |  | 
|PROTEONOMIX, INC.                                               
|CONSOLIDATED BALANCE SHEETS                                     
|DECEMBER 31, 2011 AND 2010                                      
|                                                                 |  |                                    |  |                                    | 
|ASSETS                                                           |  |                                    |  |                                    | 
|                                                                 |  | DECEMBER 31,                       |  | DECEMBER 31,                       | 
|                                                                 |  | 2011                               |  | 2010                               | 
|Current Assets:                                                  |  |                                    |  |                                    | 
|Cash and cash equivalents                                        |  | $                               13 |  | $                               18 | 
|Accounts receivable, net                                         |  | 20,763                             |  | 15,379                             | 
|Inventory                                                        |  | 191,490                            |  | 187,299                            | 
|Prepaid expenses                                                 |  | 18,000                             |  | -                                  | 
|                                                                 |  |                                    |  |                                    | 
|Total Current Assets                                             |  | 230,266                            |  | 202,696                            | 
|                                                                 |  |                                    |  |                                    | 
|Fixed assets, net of depreciation                                |  | 22,779                             |  | 31,928                             | 
|                                                                 |  |                                    |  |                                    | 
|Other Assets:                                                    |  |                                    |  |                                    | 
|Intangible assets, net of amortization                           |  | 253,050                            |  | 242,439                            | 
|Intellectual Property License, net of amortization               |  | 2,834,909                          |  | 3,175,098                          | 
|                                                                 |  |                                    |  |                                    | 
|Total Other Assets                                               |  | 3,087,959                          |  | 3,417,537                          | 
|                                                                 |  |                                    |  |                                    | 
|TOTAL ASSETS                                                     |  | $                   3,341,004      |  | $                   3,652,161      | 
|                                                                 |  |                                    |  |                                    | 
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                   |  |                                    |  |                                    | 
|                                                                 |  |                                    |  |                                    | 
|LIABILITIES                                                      |  |                                    |  |                                    | 
|Current Liabilities:                                             |  |                                    |  |                                    | 
|Obligation to issue common stock                                 |  | $                   1,104,000      |  | $                   1,144,000      | 
|Obligation to issue Series D Preferred stock                     |  | 201,539                            |  | -                                  | 
|Current portion of notes payable - related parties               |  | 828,956                            |  | 1,098,421                          | 
|Current portion of notes payable                                 |  | -                                  |  | -                                  | 
|Current portion of convertible note                              |  | 1,548,500                          |  | 1,900,000                          | 
|Accounts payable and accrued expenses                            |  | 3,355,605                          |  | 2,952,590                          | 
|                                                                 |  |                                    |  |                                    | 
|Total Current Liabilities                                        |  | 7,038,600                          |  | 7,095,011                          | 
|                                                                 |  |                                    |  |                                    | 
|Total Liabilities                                                |  | 7,038,600                          |  | 7,095,011                          | 
|                                                                 |  |                                    |  |                                    | 
|STOCKHOLDERS EQUITY (DEFICIT)                                   |  |                                    |  |                                    | 
|Preferred stock, $.001 Par Value; 10,000,000 shares authorized   |  |                                    |  |                                    | 
|Preferred stock Series A - 200,000 shares issued and outstanding |  | 200                                |  | 200                                | 
|Preferred stock Series B - 6 shares issued and outstanding       |  | -                                  |  | -                                  | 
|Preferred stock Series C - 50,000 shares issued and outstanding  |  | 50                                 |  | 50                                 | 
|Common stock, $.001 Par Value; 240,000,000 shares authorized     |  |                                    |  |                                    | 
|and 7,685,556 and 5,161,984 shares issued and outstanding        |  | 7,686                              |  | 5,162                              | 
|Additional paid-in capital                                       |  | 17,046,337                         |  | 15,919,761                         | 
|Retained earnings (deficit)                                      |  | (20,751,869)                       |  | (19,368,023)                       | 
|                                                                 |  |                                    |  |                                    | 
|Total Stockholders Equity (Deficit)                             |  | (3,697,596)                        |  | (3,442,850)                        | 
|                                                                 |  |                                    |  |                                    | 
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             |  | $                   3,341,004      |  | $                   3,652,161      | 

F-

26


3     PROTEONOMIX, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010YEARS ENDEDDECEMBER 31,20112010OPERATING REVENUESSales$                    26,004$              83,321COST OF GOODS SOLDInventory

-




 beginning187,299192,465Purchases3,67810,684190,977203,149Inventory

-




 end(191,490)(187,299)Total Cost of Goods Sold(513)15,850GROSS PROFIT26,51767,471OPERATING EXPENSESWages and wage related expenses258,167391,682Stock based compensation-182,675Professional, consulting and marketing fees438,5722,089,365Research and development costs530,647399,901Other general and administrative expenses69,412436,105Depreciation and amortization36,86817,814Total Operating Expenses1,333,6663,517,542LOSS BEFORE OTHER INCOME (EXPENSE)(1,307,149)(3,450,071)Interest income (expense), net(76,643)(19,026)Total Other Income (expense)(76,643)(19,026)NET LOSS BEFORE PROVISION FOR INCOME TAXES(1,383,792)(3,469,097)Provision for Income Taxes(54)(938)NET LOSS APPLICABLE TO COMMON SHARES$             (1,383,846)$        (3,470,035)NET LOSS PER BASIC AND DILUTED SHARES$                      (0.21)$                 (0.75)WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING6,545,1824,629,862   F-

27


4


|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |              |  |  |  |  | 
|---------------------------------------------------------------------- | ----------------- | ---------------------------------------- | ----------------- | --------------------------------------- | ------------ | -------- | --------- | -------- | ----------- | ------------- | ------------ |  |  |  |  | 
|PROTEONOMIX, INC.                                                     
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)  
|FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                        
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|                                                                       |                   |                                          |                   |                                         |              |          |           |          | Additional  | Retained      |             
|                                                                       | Preferred Stock A | Preferred Stock B                        | Preferred Stock C |                                         | Common Stock | Paid-in  | Earnings  |         
|                                                                       | Shares            | Amount                                   | Shares            | Amount                                  | Shares       | Amount   | Shares    | Amount   | Capital     | (Deficit)     | Total       
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Balance January 1, 2010                                                | 200,000           | $    200                                 | 6                 | $       -                               | 50,000       | $     50 | 4,264,664 | $  4,265 | $11,401,466 | $(15,897,988) | $(4,492,007)
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Shares issued for obligation to issue shares                           | -                 | -                                        | -                 | -                                       | -            | -        | 414,125   | 414      | 300,179     | -             | 300,593     
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Shares issued for conversion of notes payable and accrued interest     | -                 | -                                        | -                 | -                                       | -            | -        | 189,945   | 190      | 417,689     | -             | 417,879     
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Shares issued for conversion of convertible note                       | -                 | -                                        | -                 | -                                       | -            | -        | 200,000   | 200      | 99,800      | -             | 100,000     
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Shares issued for conversion of accounts payable                       | -                 | -                                        | -                 | -                                       | -            | -        | 58,000    | 58       | 58,709      | -             | 58,767      
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Shares issued for services                                             | -                 | -                                        | -                 | -                                       | -            | -        | 129,000   | 129      | 123,821     | -             | 123,950     
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Shares cancelled during the year                                       | -                 | -                                        | -                 | -                                       | -            | -        | (93,750)  | (94)     | (66,469)    | -             | (66,563)    
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Stock based compensation on options issued                             | -                 | -                                        | -                 | -                                       | -            | -        | -         | -        | 182,675     | -             | 182,675     
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|License acquired for stock options issued                              | -                 | -                                        | -                 | -                                       | -            | -        | -         | -        | 3,401,891   | -             | 3,401,891   
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Net loss for the year ended December 31, 2010                          | -                 | -                                        | -                 | -                                       | -            | -        | -         | -        | -           | (3,470,035)   | (3,470,035) 
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Balance December 31, 2010                                              | 200,000           | 200                                      | 6                 | -                                       | 50,000       | 50       | 5,161,984 | 5,162    | 15,919,761  | (19,368,023)  | (3,442,850) 
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Shares issued for conversion of convertible note                       | -                 | -                                        | -                 | -                                       | -            | -        | 1,500,000 | 1,500    | 590,000     | -             | 591,500     
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Shares issued for conversion of  note payable - related parties        | -                 | -                                        | -                 | -                                       | -            | -        | 803,572   | 804      | 449,196     | -             | 450,000     
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Shares issued for services (and prepaid expenses)                      | -                 | -                                        | -                 | -                                       | -            | -        | 220,000   | 220      | 87,380      | -             | 87,600      
|                                                                       |                   |                                          |                   |                                         |              |          |           |          |             |               |             
|Net loss for the year ended December 31, 2011                          | -                 | -                                        | -                 | -                                       | -            | -        | -         | -        | -           | (1,383,846)   | (1,383,846) 
|                                                                       | 200,000           | $    200                                 | 6                 | $       -                               | 50,000       | $     50 | 7,685,556 | $  7,686 | $17,046,337 | $(20,751,869) | $(3,697,596)
|                                                                       |                   |                                          |                   |                                         | F-

28


5   |          |           |          |             |               |             
|PROTEONOMIX, INC.                                                     
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                 
|FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010                        
|                                                                       |                   | YEARS ENDED                             
|                                                                       |                   | DECEMBER 31,                            
|                                                                       |                   | 2011                                     |                   | 2010                                   
|CASH FLOWS FROM OPERATING ACTIVITIES                                   |                   |                                          |                   |                                        
|Net loss                                                               |                   | $                   (1,383,846)          |                   | $                  (3,470,035)         
|Adjustments to reconcile net loss to net cash                          |                   |                                          |                   |                                        
|used in operating activities:                                          |                   |                                          |                   |                                        
|Depreciation and amortization including research and development costs |                   | 377,057                                  |                   | 244,607                                
|Consulting services rendered for convertible note                      |                   | 90,000                                   |                   | -                                      
|Common stock issued for consulting services                            |                   | 39,600                                   |                   | 57,387                                 
|Stock based compensation                                               |                   | -                                        |                   | 182,675                                
|Obligation to issue common shares - services                           |                   | -                                        |                   | 1,712,063                              
|Obligation to issue Series D Preferred shares - services               |                   | 161,539                                  |                   | -                                      
|Changes in assets and liabilities                                      |                   |                                          |                   |                                        
|(Increase) decrease in accounts receivable                             |                   | (5,384)                                  |                   | 26,434                                 
|(Increase) decrease in inventory                                       |                   | (4,191)                                  |                   | 5,166                                  
|Decrease in prepaid expenses                                           |                   | 30,000                                   |                   | -                                      
|Increase in accounts payable and                                       |                   |                                          |                   |                                        
|and accrued expenses                                                   |                   | 418,015                                  |                   | 676,369                                
|Total adjustments                                                      |                   | 1,106,636                                |                   | 2,904,701                              
|                                                                       |                   |                                          |                   |                                        
|Net cash (used in) operating activities                                |                   | (277,210)                                |                   | (565,334)                              
|                                                                       |                   |                                          |                   |                                        
|CASH FLOWS FROM FINANCING ACTIVITES                                    |                   |                                          |                   |                                        
|Increase in patent fees                                                |                   | (38,330)                                 |                   | (215,265)                              
|Net cash (used in) investing activities                                |                   | (38,330)                                 |                   | (215,265)                              
|                                                                       |                   |                                          |                   |                                        
|CASH FLOWS FROM FINANCING ACTIVITES                                    |                   |                                          |                   |                                        
|Proceeds from notes payable - related parties                          |                   | 165,535                                  |                   | 680,790                                
|Proceeds from convertible note                                         |                   | 150,000                                  |                   | -                                      
|                                                                       |                   |                                          |                   |                                        
|Net cash provided by financing activities                              |                   | 315,535                                  |                   | 680,790                                
|                                                                       |                   |                                          |                   |                                        
|NET (DECREASE) IN                                                      |                   |                                          |                   |                                        
|CASH AND CASH EQUIVALENTS                                              |                   | (5)                                      |                   | (99,809)                               
|CASH AND CASH EQUIVALENTS -                                            |                   |                                          |                   |                                        
|BEGINNING OF PERIOD                                                    |                   | 18                                       |                   | 99,827                                 
|CASH AND CASH EQUIVALENTS - END OF PERIOD                              |                   | $                                   13   |                   | $                                  18  
|                                                                       |                   |                                          |                   |                                        
|CASH PAID DURING THE YEAR FOR:                                         |                   |                                          |                   |                                        
|Income taxes                                                           |                   | $                                   54   |                   | $                               938    
|Interest expense                                                       |                   | $                                      - |                   | $                                     -
|SUPPLEMENTAL NONCASH INFORMATION:                                      |                   |                                          |                   |                                        
|Common stock issued for consulting services                            |                   | $                          39,600        |                   | $                          57,387      
|Conversion of obligation to issue common shares to common stock        |                   |                                          |                   |                                        
|and additional paid in capital                                         |                   | $                                    -   |                   | $                       300,593        
|Conversion of notes payable and accrued interest for common stock      |                   |                                          |                   |                                        
|and additional paid in capital                                         |                   | $                      1,041,500         |                   | $                        417,879       
|Conversion of accounts payable for common stock                        |                   |                                          |                   |                                        
|and additional paid in capital                                         |                   | $                                    -   |                   | $                          58,767      
|Stock options issued for the license                                   |                   | $                                    -   |                   | $                     3,401,891        
|Conversion of obligation to issue common shares to convertible note    |                   | $                                    -   |                   | $                   2,000,000          
|Conversion of obligation to issue common shares to obligation to issue |                   |                                          |                   |                                        
|Series D Preferred shares                                              |                   | $                          40,000        |                   | $                                   -  
|Obligation to issue Series D Preferred shares for services rendered    |                   | $                          161,539       |                   | $                                   -  
|Issuance of common stock in conversion of convertible note             |                   | $                                    -   |                   | $                       100,000        
|Common stock issued for prepaid consulting services                    |                   | $                          48,000        |                   | $                                   -  
|Consulting services rendered for convertible note                      |                   | $                          90,000        |                   | $                                   -  
|                                                                       | F

-29


6        |                                          |                   |                                        

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION  Proteonomix, Inc. (the Company") is a Delaware corporation incorporated on June 26, 1995 as Azurel, Ltd. In September 2006, Azurel, Ltd. changed its name to National Stem Cell Holding, Inc. and then in August 2008 the name of the Company was changed to Proteonomix, Inc. Azurel, Ltd. was incorporated on June 26, 1995 in the State of Delaware and marketed a line of fragrances. On February 2, 2001, Azurel filed a voluntary petition for protection from creditors under Chapter 11 in the United States Bankruptcy Court for the District of New Jersey, Newark until it was discharged from bankruptcy in December, 2005. Control was changed in September 2006 when Azurel acquired National Stem Cell, Inc. and its subsidiary, The Sperm Bank of New York, Inc. through a share exchange agreement.  In this transaction the common stock was reverse split 1:37. Azurel subsequently changed its name following the acquisition. Then again in August 2008, the Company reverse split its stock 1:10 when the name was changed to Proteonomix, Inc. On January 14, 2005, National Stem Cell, Inc. acquired The Sperm Bank of New York, Inc. a company established in 1997 operating as a reproductive cell and tissue bank. National Stem Cell, Inc. acquired The Sperm Bank of New York, from its sole shareholder, for a note payable in the amount of $150,000 and acquired the accounts receivable and inventory valued at $150,000. On January 13, 2006, National Stem Cell Inc. converted the note payable into 21,866 shares of common stock. The acquisition was treated as a purchase transaction. On July 8, 2008, the Company formed Proteoderm, Inc. as a wholly-owned subsidiary. Through this subsidiary, the Company produces and synthesizes protein polypeptides and growth hormone secreted by stem cells and incorporates them into uniquely formulated personal care products. Proteoderm, Inc. has generated no revenues since inception. On January 5, 2010, the Company formed the Proteonomix Regenerative Translational Medicine Institute, (PRTMI), as a wholly-owned subsidiary. PRTMI will focus on the translation of research in stem cell biology and cellular therapy to clinical applications of regenerative medicine.  PRTMI formed PRTMI RD, a company incorporated in the Dominican Republic in February, 2010. On February 24, 2010 the Company acquired StromaCel, Inc., a wholly-owned subsidiary for the price of its formation cost on December 24, 2009.  The mission of StromaCel is to develop therapies using stromal cells. Stromal cells are key components of tissues and provide critical cytokines and growth factors as well as the cellular microenvironment for normal homeostasis. On May 4, 2010, Proteonomix licensed from the

-

McNiece Cohen Foundation the Stromal Cell technology for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The McNiece Cohen Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have sufferedmyocardial infarctions.The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the StromalCel Technology and 1,000,000 stock options exercisable for five years at $3.55 per share vested immediately to Michael Cohen, our President and 50% owner of the McNiece Cohen Foundation. 

The 2% royalty will be used by the Foundation to do further research into stem cell applications.Proteonomix also received a right of first refusal to license any technology developed by the Foundation. F-30 Proteonomix has sub-licensed the StromaCel Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the StromaCel Technology. In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation.


 Proteonomix licensed from the McNiece-Cohen Foundation the Stromal Cell technology (Technology) for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The McNiece-Cohen Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have suffered

myocardial infarctions.

The


infarctions. The term of this License commencedMay 4, 2010 and, unless sooner terminated, terminates as to individual patent rights in each jurisdiction where such rights may exist upon the expiration of the patent rights in each individual country. Upon expiration in a given jurisdiction, Proteonomix shall continue to have a license on the same terms as prior to patent expiration, except that such license shall be fully paid, perpetual, irrevocable and nonexclusive. To date no payments have been made to the Foundation pursuant to this License. Proteonomix will remain responsible for all costs associated with patent prosecution for the StromaCel Technology. In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the Technology and 1,000,000 five year, immediately vested stock options at $3.55 per share to Michael Cohen, the Companys president and 50% owner of the Foundation.  The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the Technology.  Otherwise, there are no milestone payments contemplated in the License Agreement (License or License Agreement). Each Party shall has the right to terminate this Agreement upon thirty (30) days' written notice to the other upon the occurrence of any of the following:  (a) Upon or after bankruptcy, insolvency, dissolution or winding up or assignment for the benefit of creditors of the other Party (other than a dissolution or winding up for the purpose of reconstruction or amalgamation) or a petition is filed for any of the foregoing and is not removed within ninety (90) days; or  (b) Upon or after the breach of any material provision of this Agreement by the other Party, including, with respect to Proteonomix if the breaching Party has not cured such breach within the thirty (30) day period following written notice of termination by the non-breaching Party.  7.3 Dispute Resolution

. Notwithstanding anything in this Section 7.3 to the contrary,


In addition, the License also provides for dispute resolution so that  to the extent Proteonomix reasonably and in good faith disagrees with any assertion by the Licensor that there has been a material breach or material default of this Agreement by Proteonomix, and Proteonomix provides written notice to the Licensor of its disagreement and the basis for its belief within fifteen (15) days after Proteonomix receives notice from the Licensor of a breach of the License Agreement


h under this Section 7.3, this


 . The Agreement will remain in effect and any termination of this Agreement under Section 7.3 will be suspended pending resolution of such disagreement between the Parties.  7.4 Effect of Termination

; Surviving Obligations.


The License Agreement also provides for specific effects of termination and surviving obligations to wit:  (a) Upon termination of this Agreement, all rights and obligations of the Parties under the


is


 Agreement shall terminate


, except as set forth in this Article.  (b) Upon termination of this Agreement by Proteonomix all rights to the Licensed Technology and the Licensed Patents will


shall


revert to the Licensor.  (c) If properly terminated


In the event that the license granted to Proteonomix is terminated in accordance with this Article,


any existing sublicenses granted by Proteonomix shall remain in effect and shall be automatically assigned by Proteonomix to the Licensor so that such sublicenses shall become direct licenses between the Licensor and the applicable Sublicensees on the terms set forth


herein.


in the License Agreement and  (d) Expiration or termination of the


is


 Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, the obligations and the rights of the Parties under


Articles 5, 6, 7, 8 and 9


provisions dealing with patent protection and infringement, indemnification, warranties and payments incurred prior to termination shall survive expiration or termination of the


is


 Agreement. F-31 The licensed technology utilizes human Stromal Stem Cells (SSC) derived from mesenchymal stem cells, also referred to as MSCs. SSCs can selectively differentiate, based on the tissue environment, into various tissue lineages such as bone, muscle, fat, tendon, ligament, cartilage and bone marrow stroma. In addition, SSCs have anti-inflammatory properties and can prevent fibrosis or scarring. These characteristics give SSCs the potential to treat a wide variety of medical conditions. In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion.  F-7  On August 6, 2010 the Company formed a new subsidiary XGen Medical LLC, a Nevis Islands entity (XGen Medical or XGen). XGen Medical has been established with the intention of conducting business in the global medical marketplace. Proteonomix plans on utilizing XGen Medical to serve as a platform for joint ventures with medical facilities worldwide. It was anticipated that new relationships formed with XGen Medical will create medical facilities capable of not just attracting treatments locally, but also acting as hubs for medical tourism. The establishment of a separate subsidiary, XGen Medical LLC., was useful in order to allow Proteonomix to properly enter global markets with the intention of soliciting business through our proprietary PRTMI model.  Under an agreement, two investors were responsible for investing $5,000,000 into XGen Medical in exchange for a 49% interest in XGen Medical.  In exchange for the investment StromaCel was to provide XGen Medical with the technology and know how to practice the cardiac treatment utilizing the technology, and Proteoderm granted distribution rights to cosmeceuticals containing the proprietary stromal cell cosmetic technology in the GCC countries. Due to a default by one of the investors, the remaining investor has indicated that payments toward satisfaction of the contract will be made. To the date of this filing no such payments have been made. The Company plans on litigating to the fullest extent of the law to collect this investment along with any penalties incurred in the default. The negotiations with the second investor failed and the counterparties to the XGen Medical Agreements breached their contract responsibilities. We have assumed one hundred percent (100%) ownership of XGen Medical and are contemplating legal actions against both Patrizio Shawal Pilati and Valentina Earp-Jones, the counterparties to the XGen Medical Agreement. The minority shareholders that are in default will be pursued by all legal means. The Company owns and operates seven subsidiaries, The Sperm Bank of New York, Inc., Proteoderm, Inc., National Stem Cell, Inc., PRTMI, StromaCel, Inc.,  XGen Medical, LLC and Thor Biopharma. The Company is a biotechnology company engaged in the discovery and development of stem cell therapeutic products. The Company is developing pre-clinical-stage therapeutic agents and treatments for cancer, diabetes, heart, lung, and kidney diseases as well as for stem cell bone marrow and organ transplants. The Companys discoveries involve stem cell treatments without using embryonic stem cells.  In January, 2011, Ian McNiece joined the Companys Board of Directors, and the Company formed Thor BioPharma, Inc. as a wholly owned subsidiary to exploit the Companys UMK-121 Technology related to stem cells that were licensed during the same month from the

Cohen

McNiece

 Cohen

 Foundation.  The management of the Company will divert resources to Thor Biopharma as the need may arise.         F-32    On January 3, 2011 the Company formed a new subsidiary, THOR BioPharma, Inc., in order to provide an entry into the pharmaceutical market. On March 2, 2011, The Company entered into an agreement with The Cohen McNiece Foundation, Inc. (the "Foundation"), a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology ("UMK-121") which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer which will sublicense UMK-121 to its wholly owned subsidiary THOR BioPharma. The Company is required to make milestone payments to the Foundation upon 1) the issuance of a patent, 2) completion of Phase III trials and 3) commercialization which will require the payment of a 3% royalty on net sales. On April 7, 2011, the Company announced that it had filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants.The Company, based upon its exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), filed a patent application in April 2011, covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine.


On January 3, 2011 the Company formed a new subsidiary, Thor BioPharma, Inc., in order to provide an entry into the pharmaceutical market. On March 2, 2011, The Company entered into an agreement with The


Cohen


 McNiece Cohen Foundation, Inc. (the "Foundation"), a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology ("UMK-121") which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer which will sublicense UMK-121 to its wholly owned subsidiary Thor BioPharma. The Issuer is required to make milestone payments to the Foundation upon 1) the issuance of a patent requiring payment to the Foundation of 50,000 shares of the Companys common or $100,000 at the option of the Foundation, 2) completion of Phase III trials requiring payment of $200,000 to the Foundation and 3) commercialization which will require the payment of a 3% royalty on net sales. This License may be terminated for any of the following:  Foundation has the right to terminate the License, upon written notice, in the event the Company breachs the obligation to pay the above described payments due upon issuance of a patent or the $200,000 due upon completion of a Phase III trial, but the Company has thirty (30) days to cure a breach of non-payment upon notice; or in the event of breach by the Company of any obligation to pay the 3% royalties or if assigned 3% of all payments received by the Company from the assignee; or in the event of any other breach by either Party, the Parties shall have all ordinary recourse to the legal system to enforce this agreement; or the Company has the right to terminate this Agreement by providing ninety (90) days written notice of its intent to terminate this Agreement to Foundation with or without cause.  In the event of termination, such termination shall be without prejudice to Foundation's right to recover all amounts accruing to the Foundation prior to such termination and cancellation.  Except as otherwise provided, should this Agreement be terminated for any reason, the Company shall have no rights, express or implied, under any patent property which is the subject matter of this Agreement, nor have the right to recover any royalties paid to the Foundation..  Upon termination, the Company shall have the right to dispose of Licensed Products then in its possession and to complete existing contracts for such products, so long as contracts are completed within six (6) months from the date of termination, subject to the payment of royalties to the Foundation.The term of the License commences upon the Effective Date of the Agreement and continue until the expiration, worldwide, of all of the Patent Rights. On April 7, 2011, the Company announced that it had filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants.The Company, based upon its exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), filed a patent application in April 2011, covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine.   On February 1, 2011, the Company filed an additional patent application to improve the Company's patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion. This new methodology is used to mass-produce stem cells for therapeutic use once the stem cell line has been selected and purified. The Company believes that the new process application will dramatically expand product availability and reduce the cost of production of StromaCel to the Company and patient. The Company also believes that the technology presented in the new patent application will allow it to move to a new clinical trial quickly for the StromaCel product. Furthermore, the Company believes that this expansion model will be applicable to a wide range of stem cell technologies, providing further trials and potential revenue streams to the Company.  On February 1, 2011, the Company filed a Registration Statement on Form S-1 covering an exchange proposal whereby shareholders would exchange their common stock for convertible preferred stock that would allow the holder to convert their preferred stock into 1.3 times as many common shares by paying a declining conversion price and ultimately converting their common shares after three years at no additional price. Management believes that this transaction will not impact our business model nor our scientific research in the long term. The Company received a brief comment letter from the SEC staff requesting the filing of a Form TO and general modification of the filing to comply with exchange and/or tender offer disclosure. However, since the receipt of that comment, the Company has decided to significantly amend its registration statement to drop the exchange offer and proceed with a private placement of common stock and warrants. F-33 F-8 On June 16, 2011, the Company announced that it had engaged the services of Bedminster Financial Group, Ltd. to provide investment banking services for the Company with a view to finding joint venture partners and/or strategic investments into one or more of its subsidiaries in order to advance the scientific and commercial development of the subsidiaries and the technologies possessed by the subsidiaries. On July 27, 2011, the Company and Gilford Securities, Inc. (Gilford) of New York, NY signed a Letter of Engagement whereby Gilford undertakes to act as a dealer on a best efforts basis in a proposed public offering of the Companys securities.  Gilford is to receive a refundable grant of 325,000 shares of the Companys common stock, and 8% of the cash proceeds for the first $5,000,000 of gross proceeds raised by Gilford and 10% cash for any sums raised by Gilford in excess of $5,000,000. In addition Gilford is to receive seven year warrants equal to 8% of the securities sold up to $5,000,000 and equal to 10% of the securities in excess of $5,000,000 all exercisable at the public offering price.  Gilford also would be compensated for any private funds raised or any merger and acquisition work performed.  Gilford also has the right to act as the syndicate manager in its sole discretion. The Company terminated this Agreement on or about February 1, 2012.  On November 11, 2011, the Company announced that that the Cosmetic Ingredients Review Board (CIR) had approved and assigned an INCI nomenclature to its innovative Matrix NC-138 Cosmeceutical product, a necessary final step prior to manufacturing and commercialization of cosmetic products in the United States. On November 15, 2011, the Company entered into an agreement with the University of Miami, to conduct a FDA human clinical trial, in patients afflicted with End Stage Liver Disease, of the Issuers UMK-121 Biopharmaceutical Stem Cell Technology which is a proprietary technology based upon existing FDA approved drugs.  The Issuer sublicensed UMK-121 to its wholly owned subsidiary THOR BioPharma.  The Issuer is required to pay $105,000 to the University and the University will absorb all other costs associated with the study. The Company has agreed to pay a 3% net royalty to the University in the event of commercialization of UMK-121.  On December 27, 2011, the Company announced that it had completed payment of the $105,000 to the University. On December 29, 2011, The Series A1 and Series C Preferred Stock classes were amended.  The primary effect of the amendment was to protect existing Class A1 and Class C Convertible Preferred Stock conversion rights against dilution in most circumstances, including reverse splits in the common stock and to add conversion to the Series C at a rate of 100 common shares for each share of Series C Preferred Stock converted. Also on December 29, 2011, Proteonomix, Inc. (the Company) created a new class of securities, the Class D Preferred Stock The primary terms of the Class D Preferred is that in addition to preferences upon liquidation, the Class D is convertible at a ratio 10 common shares to 1 converted Class D Preferred share of the Company.  In addition, the Class D conversion rights are protected against dilution in most circumstances, including reverse splits in the common stock. Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (FASB") Accounting Standards Codification (ASC") 105-10, Generally Accepted Accounting Principles  Overall (ASC 105-10"). ASC 105-10 establishes the FASB Accounting Standards Codification (the Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the United States Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (ASUs"). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.      F-34 Going Concern  During the year ended December 31, 2011, the Companys revenue generating activities consisting solely of the sperm bank activities have not produced sufficient funds for profitable operations and have incurred significant operating losses since inception. In view of these matters, realization of certain of the assets in the accompanying consolidated balance sheet is dependent upon continued operations, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing on acceptable terms, and the success of future operations. We anticipate revenues to commence on our cosmeceutical products by the end of 2012 on these products. We have outstanding trade and accrued payables of $3,355,605including accrued salaries due to our management of $1,612,500, and loans from our Chief Executive Officers of $729,297. F-9 As shown in the accompanying consolidated financial statements the Company has incurred recurring losses of $1,383,846and $3,470,035 for the years ended December 31, 2011 and 2010 respectively.  In addition, the Company has a working capital deficit in the amount of $6,808,334 as of December 31, 2011. The Company has continued to develop its pre-clinical-stage therapeutic agents and various treatments utilizing stem cell treatments while generating revenues and operating its sperm bank division. Our independent registered public accounting firms report on the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2011, contains an explanatory paragraph wherein they expressed an opinion that there is substantial doubt about our ability to continue as a going concern.  Accordingly, careful consideration of such opinions should be given in determining whether to continue or become our stockholder.  As of December 31, 2011, we had a cash balance of $13. Management believes these funds to be insufficient to fund our operations, absent any cash flow from operations or funds from the sale of our equity or debt securities. We are currently spending or incurring (and accruing) expenses of approximately $100,000 per month on operations and the continued research and development of our technologies and products.  Management believes that we will require approximately an additional $2,100,000 to fund our operations for the next 12 months and to repay certain outstanding trade payables and accrued expenses. In December 2011, the Company received $150,000 in the form of a convertible note. The proceeds of this note went to pay for the Companys share to fund the Companys $105,000 commitment to the University of Miami for the clinical trial to be conducted by the University of Miami, and to pay for certain accrued professional fees and director and officer insurance coverage.  On March 5, 2012, the Company entered into a Securities Purchase Agreement (the SPA) with the purchasers identified therein (collectively, the Purchasers) providing for the issuance and sale by the Company to the Purchasers of an aggregate of approximately 3,804 shares of the Companys newly designated Series E Convertible Preferred Stock, with each of the Series E Convertible Preferred shares initially convertible into approximately 235 shares of the Companys common stock (the Conversion Shares) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase up to an aggregate of 2,685,873 shares of the Companys common stock, for proceeds to the Company of $3.8 million. After deducting fees and expenses, the aggregate net proceeds from the sale of the Preferred Shares and associated warrants are approximately $3.5 million. Rodman & Renshaw, LLC (Rodman) acted as the exclusive placement agent for the private placement. Pursuant to the terms of the Placement Agent Agreement entered into by the Company and Rodman on February 15, 2012 (the Placement Agent Agreement). In accordance with the Placement Agent Agreement, the placement agent received as a fee, cash in the amount of $267,249 and a Series E Preferred Stock Purchase Warrant, enabling the placement agent to subscribe for and purchase from the Company up to 266.3494 shares of Series E Preferred Stock, and 62,670 of each of the Series A, B and C Common Stock Warrants. This Series E Preferred Stock Purchase Warrant was valued at $1,293,509, and has been expensed in the three months ended March 31, 2012. See Subsequent Events for additional disclosure.  There is no guarantee that the Company will be able to raise additional capital or generate revenues to sustain its operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern for a reasonable period. Management believes that the Companys capital requirements will depend on many factors. These factors include the final phase of development of their pre-clinical stage therapeutic agents being successful as well as product implementation and distribution. The consolidated financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern. F-35  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.  Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 the reported amounts of revenues and expenses during the reporting period.  On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to derivative liabilities, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. F-10 Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of six months or less to be cash equivalents. Any amounts of cash in financial institutions over FDIC insured limits, exposes the Company to cash concentration risk. Fair Value of Financial Instruments (other than Derivative Financial Instruments) The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. For the notes payable, the carrying amount reported is based upon the incremental borrowing rates otherwise available to the Company for similar borrowings.  Research and Development The Company incurs costs on activities that relate to research and development of new technology and products.  Research and development costs are expensed as incurred. Certain of these costs may be reduced by government grants and investment tax credits where applicable. The Company has never had any government grants or investment tax credits. The Company expensed $530,647 and $399,901 in the years ended December 31, 2011 and 2010, respectively. Intangible Assets The Companys intangible assets consist of patents and intellectual property, which are carried at the purchase price and/or the legal cost to obtain them. Patents are being amortized over their estimated useful lives, which range from seven to seventeen years. The cost of intellectual property purchased from others that is immediately marketable or that has an alternative future use is capitalized and amortized as intangible assets. Capitalized costs are amortized using the straight-line method over the estimated economic life of the related asset. The Company periodically reviews its capitalized intangible assets to assess recoverability based on the projected undiscounted cash flows from operations, and impairments are recognized in operating results when a permanent diminution in value occurs. The value assigned to the license is being amortized over a ten-year life. The Company will test for impairment on an annual basis and impair the value if necessary.  F-36  Revenue Recognition The Company recognizes revenue for the sales of its donor sperm samples, which have been the only source of revenue to date are when persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable and collection is probable. The Company assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a fee is based upon a variable such as acceptance by the customer, the Company accounts for the fee as not being fixed and determinable. In these cases, the Company defers revenue and recognizes it when it becomes due and payable. The Company assesses the probability of collection based on a number of factors, including past transaction history with the customer and the current financial condition of the customer. If the Company determines that collection of a fee is not reasonably assured, revenue is deferred until the time collection becomes reasonably assured.  The Company anticipates revenue from support agreements it enters into will be recognized on a straight-line basis over the life of the contract, although the fee is due and payable at the time the agreement is signed or upon annual renewal. The Company has no policy related to pre-order revenue recognition and does not anticipate receiving any revenue from pre-orders of its cosmeceutical products. The Company never accepted any funds from pre-orders and could not continue with the manufacturing of the products due to lack of funds. The preorder program was discontinued in  2011.  The Company received minimal orders. The Companys strategy was to test the market for demand which it found to be minimal without proper marketing  Accounts Receivable The Company intends to conduct business with companies based on an evaluation of each customers financial condition, generally without requiring collateral.  Exposure to losses on receivables is expected to vary from customer to customer due to the financial condition of each customer. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. Management has determined that there is an allowance of $72,115 for doubtful accounts at December 31, 2011. Accounts receivable will generally be due within 30 days and collateral is not required.   F-11  Income Taxes Under ASC 740 the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Uncertainty in Income Taxes Under ASC 740-10-25 recognition and measurement of uncertain income tax positions is required using a more-likely-than-not" approach.  Management evaluates their tax positions on an annual basis and has determined that as of December 31, 2011 no additional accrual for income taxes is necessary.  Fixed Assets Fixed assets are stated at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets.  F-37 When assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period.  The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized.  Deduction is made for retirements resulting from renewals or betterments.  Impairment of Long-Lived Assets  Long-lived assets, primarily its licenses and fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company does not perform a periodic assessment of assets for impairment in the absence of such information or indicators.  Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.  (Loss) Per Share of Common Stock  Basic net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share on the consolidated statement of operations due to the fact that the Company reported a net loss and to do so would be anti-dilutive for the periods presented.      F-12       The following is a reconciliation of the computation for basic and diluted EPS:    December 31, 2011 December 31, 2010 Net loss $ (1,383,846) $  (3,470,035) Weighted-average common shares Outstanding (Basic) 6,545,182 4,629,862  Weighted-average common stock Equivalents Series A1 Preferred Stock 2,000,000 2,000,000 Stock options 1,122,498 1,122,498 Convertible Notes 3,212,500 -  Weighted-average commons shares Outstanding (Diluted) 12,880,180 7,752,360  F-38 As of December 31, 2011, the Company has a contingent liability to issue an aggregate of 12,112,498 shares of its common stock upon the exercise and conversion of all outstanding warrants, options and shares of Preferred Stock.  The Company has reserved this number of shares from our authorized capital stock pending these conversions.  Stock-Based Compensation  In 2006, the Company adopted the provisions of ASC 718-10 Share Based Payments". The adoption of this principle had no effect on the Companys operations.  ASC 718-10 requires recognition of stock-based compensation expense for all share-based payments based on fair value. Prior to January 1, 2006, the Company measured compensation expense for all of its share-based compensation using the intrinsic value method.  The Company has elected to use the modified-prospective approach method. Under that transition method, the calculated expense in 2006 is equivalent to compensation expense for all awards granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair values. Stock-based compensation expense for all awards granted after January 1, 2006 is based on the grant-date fair values. The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate. The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services".The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Companys common stock on the date that the commitment for performance by the counterparty has been reached or the counterpartys performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital. For common stock issuances to non-employees that are fully vested and are for future periods, the Company classifies these issuances as prepaid expenses and expenses the prepaid expenses over the service period. At no time has the Company issued common stock for a period that exceeds one year. Segment Information The Company follows the provisions of ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information".This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions.  The Company operates in five distinct reporting segments, as of December 31, 2011 and for the years ended December 31, 2011 and 2010.  F-13  Inventory Inventory is valued at the lower of cost (on a first-in, first-out (FIFO) basis) or market. Inventory of $191,490 as of December 31, 2011 consists of donors sperm samples. Based on the method in which these samples are contained, it is very rare that a sample would spoil. Samples are cleared for cryopreservation after rigorous laboratory testing. Samples are cryopreserved in nitrogen vapor and are maintained frozen until purchased by a client. There has been no reserve for obsolescence of inventory and inventory is only removed upon use. The Company, to date has never destroyed any samples in inventory, or sold samples that were not viable (alive after been thawed for use).    F-39      Beneficial Conversion Features ASC 470-20 applies to convertible securities with beneficial conversion features that must be settled in stock and to those that give the issuer a choice in settling the obligation in either stock or cash. ASC 470-20 requires that the beneficial conversion feature should be valued at the commitment date as the difference between the conversion price and the fair market value of the common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible. ASC 470-20 further limits this amount to the proceeds allocated to the convertible instrument.   Noncontrolling Interests  In accordance with ASC 810-10-45, Noncontrolling Interests in Consolidated Financial Statements,the Company classifies controlling interests as a component of equity within the consolidated balance sheets. The Company had applied the provisions in ASC 810-10-45 to the financial information for the year ended December 31, 2010. During the year ended December 31, 2010, the Company formed XGen and was a 51% owner, however retained the remaining 49% shortly after formation. As a result, no amounts were applied to the former minority owners of XGen.  Recent Accounting Pronouncements  In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. FASB ASU 2011-04 amends and clarifies the measurement and disclosure requirements of FASB ASC 820 resulting in common requirements for measuring fair value and for disclosing information about fair value measurements, clarification of how to apply existing fair value measurement and disclosure requirements, and changes to certain principles and requirements for measuring fair value and disclosing information about fair value measurements. The new requirements are effective for fiscal years beginning after December 15, 2011. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Companys results of operations, cash flows or financial position.  In June 2011, FASB issued ASU No. 2011-05, Presentation of Comprehensive Income, which amends the disclosure and presentation requirements of Comprehensive Income. Specifically, FASB ASU No. 2011-05 requires that all nonowner changes in stockholders equity be presented either in 1) a single continuous statement of comprehensive income or 2) two separate but consecutive statements, in which the first statement presents total net income and its components, and the second statement presents total other comprehensive income and its components. These new presentation requirements, as currently set forth, are effective for the Company beginning October 1, 2012, with early adoption permitted. The Company plans to adopt this amended guidance on October 1, 2012 and at this time does not anticipate that it will have a material impact on the Companys results of operations, cash flows or financial position.  In September 2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment, which amended goodwill impairment guidance to provide an option for entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events and circumstances, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is no longer required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. Adoption of this guidance is not expected to have any impact on the Companys results of operations, cash flows or financial position. F-14   F-40 There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Companys financial statements upon adoption.   NOTE 3 -FIXED ASSETS  Fixed assets as of December 31, 2011 and 2010 were as follows: Estimated Useful Lives            December 31,    December 31, (Years) 20112010 Computer Equipment 5 $ 13,281 $ 13,281 Machinery and Equipment 5-7 5,868                 5,868 Leasehold Improvement 15 20,980               20,980 Furniture and fixtures 7 28,350  28,350 68,479               68,479 Less: accumulated depreciation (45,700)(36,551) Fixed assets, net $22,779            $ 31,928  There was $9,149 and $9,149 charged to operations for depreciation expense for the years ended December 31, 2011 and 2010, respectively.  NOTE 4 -INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY LICENSE  Intangible assets as of December 31, 2011 and 2010 were as follows:  Estimated Useful Lives    December 31,       December 31, (Years)    2011         2010 Patents and Trademarks 10 $301,161 $262,831  Less: accumulated amortization (  48,111)                   (20,392) Intangible assets, net                                                                $253,050                $242,439    The Intellectual Property License as of December 31, 2011 and 2010 were as follows:  Estimated Useful Lives    December 31,          December 31, (Years)    2011              2010 Intellectual Property License 10 $3,401,891 $3,401,891 Less: accumulated amortization                                               (566,982)            (226,793) Intellectual Property License, net                                            $2,919,957      $3,175,098  There was $367,908 and $247,184 charged to operations for amortization expense for the years ended December 31, 2011 and 2010, respectively.  The amortization is included in research and development costs.  F-41 NOTE 5 - PROMISSORY NOTES The Company had outstanding $0 in promissory notes payable and $0 in accrued interest as of December 31, 2011.  The Company entered into promissory notes for $392,675 between April and July 2007 with six individuals/companies. On December 31, 2008, the Company renegotiated these notes. In the process of this, the Company added $57,675 in interest that was unpaid during 2008. The Company also issued shares to the note holders to cure a default under the note and extended the due date to January 30, 2009. The notes accrued interest at annual interest rates of 10% and were to mature from October 2007 to January 2008. The Company negotiated a full settlement on April 15, 2010 and issued 354,070 shares for all principal and interest due the promissory note holders. The Company had issued 16,500 warrants with these notes that have since been converted to shares of common stock and none of the warrants remain outstanding.  NOTE 6 - RELATED PARTY LOANS  The Company has unsecured loans and advances with officers of $828,956 as of December 31, 2011. The loans and advances are typically repaid through conversions to shares of common stock. The advances are short-term and typically repaid within 6 months. The officers have not accrued interest on these amounts through December 31, 2010 as the repayment of the advances were made on a recurring basis. Effective, January 1, 2011, the board of directors agreed to pay 3% interest on all amounts outstanding. Interest expense for the year ended December 31, 2011 and accrued for as of December 31, 2011 on these loans amounts to $24,897. These loans were made to fund the Company with working capital during the process of securing contracts.  All loans and advances are due on demand and are included in current liabilities. In addition, the Company has other related party payables outstanding that consist of accrued compensation and related expenses to the President and former CFO of the Company totaling $1,612,500 as of December 31, 2011. This amount has been included in current liabilities on the consolidated balance sheets. In January, the Company issued previously approved shares of the Company common stock to Michael Cohen, 625,000 shares for debt conversion of $350,000, and Steven Byle, 178,572 shares for debt conversion of $100,000.  NOTE 7  CONVERTIBLE NOTES The Company entered into an agreement with a company that was owed shares of stock and this was recorded as a liability for stock to be issued. This Company as of December 17, 2010 was owed 1,208,500 shares of common stock valued at $2,000,000. The shares were accrued at various dates from 2009 and 2010. The Company agreed to convert their liability of stock to be issued to them to a convertible note. The note is convertible at the holders request at the market value of the stock at the time of the request for conversion, or may be paid in cash at the time of a financing. The Board of Directors agreed to charge a 3% interest rate on this note effective January 1, 2011. On December 31, 2010, the Company converted $100,000 into 200,000 shares of stock ($0.50), which was the fair value of the stock on the date of the conversion. There were conversions of $591,500 into 1,500,000 shares of common stock in the year ended December 31, 2011. In addition, this company issued there shares equivalent to $90,000 to a third party for services during the year ended December 31, 2011, and the Company added the $90,000 to the note balance. As of December 31, 2011 the balance on the convertible note is $1,398,500. The Company has reflected this note as a current liability as it is due on demand. The interest expense for the year ended December 31, 2011 and accrued for on the note as of December 31, 2011 is $51,517. On December 23, 2011, the Company entered into a convertible promissory note with an individual in the amount of $150,000. The convertible promissory note bears interest at 8% per annum and matures on December 23, 2016. This individual shall have the right to convert all or part of the principal and interest into the Class D Preferred Stock of the Company during the time period commencing December 23, 2011 and ending upon the repayment of the convertible promissory note. This convertible promissory note shall be convertible at a price equal to ten times the average price of the Companys common stock in the open market based upon the average of the closing bid prices for the common stock for the twenty trading days prior to receipt by the Company of the Election of Conversion less 12% percent. The interest expense for the period December 23, 2011 through December 31, 2011 and accrued as of December 31, 2011 is $230.    F-42 NOTE 8

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 LICENSING AGREEMENTS The John Hopkins University On November 14, 2005, the Company subsidiary, National Stem Cell, Inc. (NSC) entered into an intellectual property licensing agreement with The John Hopkins University (JHU

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). The license agreement relates to certain patents pending and contains royalty payment arrangements as well as funding guarantees. Due to certain internal JHU intellectual property timeline issues regarding technology development with NSC and the NSCs failure to pay fees in connection with the development, JHU discontinued the Companys research plan and terminated the agreement.  During 2005 and 2006, $296,250 was recognized as license fees and remained outstanding as of December 31, 2007. During 2008, the Company and JHU negotiated a settlement agreement which was executed on September 24, 2008. The settlement agreement stipulated that should a $10,000 payment be made, the total amount due would be reduced to $190,000. The Company made the payment and the Company recognized $96,250 in forgiveness of the JHU payable. As of September 30, 2010, NSC has $190,000 outstanding, respectively to JHU under the terms of the agreement.  During the third and fourth quarters of 2010, NSC made payments totaling $100,000 towards this obligation. As of September 30, 2011, the total outstanding liability is $90,000. . However, NSC is currently in default on the John Hopkins obligation and on June 17, 2011 JHU obtained judgment by consent and JHU has not yet commenced collection activity.  NSC plans to continue paying this obligation if and when funded. The Stromal Cell Technology License On May 4, 2010, Proteonomix licensed from the McNiece Cohen Foundation the Stromal Cell technology for potential therapeutic use in the regrowth of damaged cardiac cells after a heart attack.  The McNiece Cohen Foundation was formed by Proteonomix President, Michael Cohen, and its Chief Scientific Officer and Vice-President, Ian McNiece, PhD to develop cellular technology for patients who have sufferedmyocardial infarctions.The Technology was licensed in exchange for a 2% royalty on gross revenue derived from use of the StromalCel Technology and 1,000,000 stock options exercisable for five years at $3.55 per share vested immediately to the McNiece Cohen Foundation. The value of the options of $3,401,891 has been recorded as an intangible asset and is being amortized over a ten-year life. The Company in recording the value considered SAB Topic 5G, and the put option value of the options was considered a more appropriate value then the predecessor historical cost as it is a more reliable measure. The 2% royalty will be used by the Foundation to do further research into stem cell applications. Proteonomix also received a right of first refusal to license any technology developed by the Foundation. Proteonomix has sub-licensed the StromaCel Technology to StromaCel for a 2% royalty, but Proteonomix will remain responsible for all costs associated with patent prosecution for the StromaCel Technology. In the event of bankruptcy, the rights to the Technology granted by the license revert to the Foundation. The Company has determined that the estimated useful life of the Intellectual Property License is ten years, and the Company commencing May 2010 will amortize the license over this ten-year period. In addition, the Company performed its annual impairment test on the value of this license and determined that no further impairment is necessary at December 31, 2010. On February 1, 2011 the Company announced that it has filed an additional patent on the StromaCel technology that was intended to improve the Company

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s patent position on StromaCel with respect to a newly developed breakthrough method of stem cell expansion. NOTE 9

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 COMMITMENTS Lease Agreement The Company has entered into an oral lease agreement for its research and development, manufacturing, warehousing and administrative offices on a month to month basis. The Company estimates that the monthly obligation is approximately $2,500 per month. In addition, the Company leases office space on a monthly basis in the amount of $249 per month. F-43 Employment Agreements with Officers The Company has entered into an employment agreement with its President and CEO. The agreement obligates the Company to pay this officer base compensation of $325,000 per year which includes a $75,000 bonus. The Company and the officer can terminate this agreement, and can adjust compensation at anytime during the length of the contract.  In addition, the officer is to receive 50,000 shares of common stock for each patent filed in which he is named as inventor or investigator. The Company has issued all shares under this agreement. On July 1, 2009, the Company and its President and CEO, modified the employment agreement to include: a) the Companys recognition of the assignment by the President and CEO at no additional consideration by the Company of the technologies, including the patent applications to the Companys subsidiary, National Stem Cell, Inc.; b) for the transfer of the 2 Proteoderm patents and future patent applications related to inventions and discoveries related to stem cell derived cosmetics and cosmeceuticals, 50,000 Series C Preferred Shares with a par value of $0.001 (see Note 10) and the right to receive 20% of the outstanding shares of the Companys subsidiary, Proteoderm, Inc. in the event it shall become a public company. The right set forth above shall be non-transferable except to the JSM Family Trust (of which 25,000 of these shares were transferred to the JSM Family Trust on July 10, 2011); and c) an increase in the vehicle allowance to $1,000 per month. On March 2, 2012, the Company entered into an employment agreement with Steven Byle to act as the Companys Chief Technology Officer. Pursuant to the employment agreement, the Company has agreed to pay Mr. Byle an initial salary of$150,000 per annum (the Base Fee) in bi-weekly installments. Mr. Byle will also be entitled to an increase to $200,000 per annum at such time as the Company has received $3,000,000 in financing and raised to $250,000 per year when the Company has raised $5,000,000 in financing and increased to $300,000 per year when the Companys common stock is traded on a listed exchange. Mr. Byle also received a signing bonus of 100,000 shares of Series D Preferred Stock. On March 2, 2012, the Company has entered into an agreement with Roger Fidler to provide legal services for a salary of $120,000 per annum when the Company has received $3,000,000 in financing and increased to $240,000 per year when the Company has obtained $5,000,000 in financing. Mr. Fidler also received a signing bonus of 35,000 shares of Series D Preferred Stock.  He also received payment of 35,000 shares of Series D Preferred Stock for services rendered during 2011. On July 1, 2009, we entered into an employment agreement with Robert Kohn, pursuant to which Mr. Kohn serves as Chief Financial Officer until June 29, 2012. Pursuant to the agreement, Mr. Kohn is entitled to receive a salary of $150,000 per annum which accrues until the Company receives $1,500,000 in equity, debt or joint venture funding. Mr. Kohn will receive an additional $50,000 per annum if the Company receives $3,000,000 in debt, equity or joint venture funding and an additional $50,000 per annum if the Company receives $10,000,000 in debt, equity or joint venture funding. In addition, Mr. Kohn is entitled to the issuance of 250,000 shares of common stock upon the execution of the employment agreement as a signing bonus. Mr. Kohn also receives an additional 250,000 shares upon the spin-off of any subsidiary as a public company in the event such spin-off occurs during the term of the agreement. In addition, Mr. Kohn receives a benefits package including health insurance, vision, dental, and life insurance. In addition, pursuant to his employment agreement, Mr. Kohn is entitled to reimbursement for all medical and dental expenses for himself and his immediate family which are not covered by insurance. The agreement is for a term of three years from July 1, 2009, unless terminated by the Company or Mr. Kohn by written notice given 90 days prior to the expiration of the agreement. The agreement may also be terminated by us for "cause," as such term is defined in the agreement. Upon termination, Mr. Kohn will only be entitled to accrued salary, and benefits which have vested at the time of termination. On September 30, 2010, the Company and Mr. Kohn entered into a Separation Agreement, and in accordance with the terms of the agreement, Mr. Kohn will relinquish his duties as CFO and in return, receive $187,500 of his accrued compensation, $37,500 of his accrued fringe benefits, and keep 156,250 shares of common stock he received for his signing bonus, and return the 93,750 shares that were received in October 2010.  Consulting Agreements The Company has entered into consulting agreements with consultants to assist in developing the Companys business. The agreements range in term from one year to three years. The agreements call for the issuance of common stock as the Company does not have sufficient cash flow to compensate its consultants with cash.   F-44 In December 2009, the Company entered into a three year agreement with the Companys Chief Scientific Officer and Vice-President, Ian McNiece, PhD.  Under the terms of the agreement Mr. McNiece will receive $4,000 per month for three years which is accrued until the Company has received $3,000,000 in equity or convertible debt financing.  Furthermore, Mr. McNiece will receive 200,000 shares of common stock- 50,000 shares on the first and second anniversary of the signing of the agreement and 100,000 shares at the end of the agreement. The Company accrued the first 50,000 shares as of December 31, 2010, and the second 50,000 shares on December 31, 2011. On December 31, 2011, the Company amended this agreement and will replace the accrued 100,000 shares of common stock with 30,000 shares of the Companys Series D Preferred Stock. Effective June 1, 2010, the Company entered into a one year agreement at $7,500 per month with Wolfe, Axelrod and Weinberger to provide marketing services.  Wolfe, Axelrod and Weinberger will receive 75,000 stock options @$5.00 per share ratably over twelve months commencing July 1, 2010.  The Company has a right to terminate the agreement after three months including all fees and stock options.  The maximum stock options to be issued, if terminated, would be 18,750 shares. The Company has expensed $30,000 through December 31, 2010, and issued 10,000 shares of stock in October 2010 to cover 2 additional months of service through November 30, 2010. The Company has not utilized the services subsequent to November 30, 2010 and terminated this agreement at that time. There is currently $15,000 due to Wolfe, Axelrod and Weinberger as of December 31, 2011. The Company has expensed in stock-based compensation 37,500 options at a value of $72,507. On June 15, 2010 the Company entered into a three month agreement with Logoform AG to perform business development, research and related investment relations services.  Logoform AG received 100,000 stock options @ $5.00 per share exercisable until June 15, 2011, ratably over twelve months commencing July 15, 2010. The Company has expensed 49,998 options through December 31, 2010 as stock-based compensation in accordance with the terms of the agreement. There will be no additional options granted subsequent to December 31, 2010 as the contract has been terminated. The value of the options was $96,673 for the year ended December 31, 2010 relating to these options. On September 20, 2010 the Company entered into an agreement for investor relation services with a consultant. The agreement has a one-year term. As compensation under the agreement, the Company issued 100,000 shares of common stock valued at $50,000, the fair value of the common stock at the time of issuance. The Company terminated this agreement on or about April 1, 2011. The Company is currently negotiating with the investor relation consultant on the return of shares due to the termination of this agreement. The Company entered into a Consulting Agreement in November, 2011 pursuant to which the Company issued 100,000 shares of its restricted common stock for providing services for management consulting, business advisory, shareholder information and public relations.  The Consultant will also receive 100,000 shares of common stock from a third party for which the Company will incur an obligation to the third party in the amount of $100,000. In October 2011, the Company engaged a consultant to assist the Company in development of new business opportunities, develop proposals and term sheets for such prospects and the drafting of legal documents. The term of the agreement is for a period of three years and compensation will be in the form of the Companys Series D Preferred Stock. The Consultant was entitled as part of the consulting contract to receive 30,000 Series D Preferred shares with 10,000 shares vesting immediately, and  an additional 10,000 Series D Preferred shares vesting on each of the first and second anniversary dates of the consulting agreement.  As of December 31, 2011 no Series D Preferred Shares were issued to the consultant. License Agreement In January 2009, the Company entered into a three-year license and purchase agreement with two China based companies for the exclusive license of the Proteoderm products in China, Hong Kong and Taiwan (the territory

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). The agreement includes pricing, delivery and minimum purchase requirements for the China-based companies of these products. Through December 31, 2011, no products have been purchased.  The Company did not meet the terms of the agreement due to delays in financing. This agreement has expired and has not been extended. Litigation The Company has been threatened to be sued by Fred Grant, a consultant who introduced the Company to Ice Cold Stocks.com. The Company denies the claim.  The Company has recently been sued by Wolf Axelrad for $38,000. The Company intends to vigorously defend this action.  James Magee, President of GEM Media, who contends the Company has responsibility for $350,000 of charges associated with the failed XGen Dubai project and Mark Huggins of Hulk Media who alleges liability for $60,000 in commissions for the introduction to GEM and other related consulting services. The Company believes it has meritorious defenses to both of these assertions and would defend any litigation that arises from these allegations vigorously. F-45 On March 22, 2011, the Company was notified by a collection agency regarding a debt owed to a prior law firm in the amount of $168,812. The Company has negotiated a settlement with the prior law firm, and in March 2012 paid $125,000 to settle this claim.  NOTE 10 -STOCKHOLDERS EQUITY (DEFICIT) Preferred Stock In April 2009, the Company had determined that it had not obtained the proper authorization required to issue any classes of its preferred stock.  As a result, it was determined that the issuance of the Companys Class A and Class B Preferred Stock were never legally executed, as such, do not exist.  Therefore, as of January, 2005, the Company established an unsettled obligation to the holders of any aforementioned Class A and Class B Preferred Stock. As of December 31, 2011, the Company has 10,000,000 shares of preferred stock authorized with a par value of $.001. The Company increased the authorized shares from 4,000,000 to 10,000,000 on July 21, 2008. The preferred stock may be issued from time to time, in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issue of any shares thereof. In August 2008, the Companys board of directors approved a 1:10 reverse split. All shares reflected in the condensed consolidated financial statements are shown post-split. In May 2009, the Company formally designated three series of preferred stock; the Series A Convertible Preferred Stock consists of 200,000 shares, convertible into common stock, each share for 10 shares of common stock; the Series B Preferred Stock which consists of 6 shares; and the Series C Preferred Stock which consists of 50,000 shares.  In November 2011, the Company amended its designation of the Series A Preferred Stock and Series C Preferred Stock to provide anti-dilution protection against both forward and reverse splits of the Companys common stock and other reorganizations of similar nature. In the event that the common stock of the Company is subject to a reverse split, the number of shares into which the Series A and the Series C Preferred Stock are convertible remain unchanged. The Series C was amended to provide convertibility into the common stock of the Company at the option of the holder at a ratio of 10 common shares for each share of Series C Preferred Stock. On December 29, 2011, the Company amended its designation in Delaware of the Series A Preferred Stock and Series C Preferred Stock to provide anti-dilution protection against both forward and reverse splits of the Companys common stock and other reorganizations of similar nature. In the event that the common stock of the Company is subject to a reverse split, the number of shares into which the Series A and the Series C Preferred Stock are convertible remain unchanged. The Series C was amended to provide convertibility into the common stock of the Company at the option of the holder at a ratio of 100 common shares for each share of Series C Preferred Stock.  On December 29, 2011, a new Series D Preferred Stock was designated in Delaware authorizing the issuance of 2,000,000 shares of the Series D Preferred Stock that is convertible into the common stock of the Company at a ratio of ten shares of common for each share of Series D Preferred Stock that is converted.  The Series D Preferred Stock is also protected against dilution in the event of forward splits, reverse splits and reorganizations.  In the event of a reverse split, the number of shares issued upon conversion of the Series D Preferred Stock remains unchanged.  In January 2012, Series D shares were issued to Michael Cohen in the amount of 130,000 shares in lieu of $100,000 of debt forgiveness, Steven Byle in the amount of 100,000 shares for services rendered, Ian McNiece in the amount of 30,000 shares as an amendment to his 2009 Consulting Agreement obviating the need for the Company to issue to him 100,000 shares of common stock, and Roger Fidler in the amount of 70,000 shares for legal services rendered and his agreement to provide legal services to the Company in the future. In addition, 34,000 other Series D Preferred shares have been approved for issuance in 2011. All expenses related to these shares have been accrued in 2011.  Each share of Series A Preferred Stock is convertible into 10 shares of common stock. The Company, prior to realizing that the preferred stock had not been properly authorized, assumed that it had issued 200,000 shares of Series A Preferred Stock in 2005 to its President. The 200,000 shares were thought to have been issued for a value of a $2,000 (par) as founders shares. As a result, the Company performed an informal valuation and determined there was no increase in the value of the preferred stock and as of December 31, 2008, there was a $2,000 obligation to issue preferred shares on the consolidated balance sheets, respectively. These shares were issued in May 2009.  F-46 The Company also had assumed that it had properly issued 6 shares of Series B Preferred Stock. Each share of the Series B Preferred Stock enables the holder to nominate and appoint one member to the board of directors. The Companys President was to be the holder of the six shares of Series B Preferred Stock, and upon proper authorization, the Company formally issued these shares to the President in May 2009. The Series B Preferred Shares value is par.  On July 1, 2009, Michael Cohen and Jacob Cohen entered into a technology license agreement with Company relating to stem cell based cosmetic and cosmeceutical technologies they developed. The license agreement provides that they receive a) 50,000 Shares of the Companys Series C Preferred Stock, par value $.001 per share and (b) the right to receive 20% of the outstanding shares of the Companys subsidiary, Proteoderm, Inc. in the event it shall become a public company. The right set forth above shall be non-transferable except to the JSM Family Trust. Each share of Series C Preferred Stock shall be entitled to one hundred votes on all matters submitted to a vote of the Corporations shareholders. Jacob Cohens 25,000 shares were transferred on July 10, 2011 to the JSM Family Trust. The 50,000 shares of the Series C Preferred Stock were issued in July 2009.    December 31, 2011 Preferred StockAuthorized DateIssue DateNumber of SharesPar ValueConversion to Common StockSeries A" (1)January 2005May, 2009200,000$.00110:1Series B" (1)January 2005May, 20096$.001NoneSeries C" (2)July 1, 2009July 1, 200950,000$.001100:1Series DDecember 29,  2011Jan 2012364,000$.00110:1  (1) Issued to the President and CEO, Michael Cohen authorized in January 2005 as Founders shares. (2) Issued equally to the President & CEO, Michael Cohen and his brother Jacob Cohen for the development of the Proteoderm products.  Michael Cohen and Jacob Cohen (Jacob Cohens share has been since transferred to the JSM Family Trust) have the right to receive 20% of the outstanding shares of the Companys subsidiary, Proteoderm, Inc. in the event it shall become a public company.  The above table does not reflect the Series E Convertible Preferred Series of stock that a Certificate of Designation was filed for on March 5, 2012. The Series E Convertible Preferred Stock has 5,000 shares authorized, with a par value of $0.001 and a stated value equal to $1,000 subject to increase as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock. Common Stock As of December 31, 2011, the Company has 240,000,000 shares of common stock authorized with a par value of $.001. On July 21, 2008, the Company amended its certificate of incorporation to increase the authorized shares from 50,000,000 to 240,000,000. The Company has 7,685,556 shares issued and outstanding as of December 31, 2011. The Company has had its common stock reverse split twice since 2006. In May 2006, the Company reverse split its shares 1:37 and then again in August 2008, the Companys board of directors approved a 1:10 reverse split. All shares reflected in the condensed consolidated financial statements are shown post-split. During 2007, the Company issued 124,987 shares of common stock for various services, marketing and interest valued at fair value at the time the services were performed. These services were valued at $685,676. In addition, the Company recorded a capital contribution of $30,000 from a third party with no shares of common stock being issued. The Company recorded this directly to additional paid in capital.  F-47 During 2008, the Company issued 224,106 shares of common stock for various services, marketing and interest valued at fair value at the time the services were performed or interest accrued. These services were valued at $1,320,414. In addition, the Company issued 582,200 shares of common stock (on April 14, 2008, approved for issuance on June 4, 2007) in conversion of loans from the Companys President and accrued compensation to the Companys President in the amount of $1,318,617. The value was determined based on average pricing at the times the liabilities were incurred. In the year ended December 31, 2009, the Company issued 1,137,990 shares of common stock to consultants due for obligations arising from various marketing services and professional fees for services rendered from November 30, 2007 to November 18, 2008, for fair value at the time services were performed, valued at $5,082,780. The Board had authorized the shares to consultants at the time services were performed but the obligation was not satisfied until the share issuance in 2009. During 2009, the Company authorized and issued 615,800 shares for various services including professional fees and marketing valued at $1,464,390 for the fair value at the time the services were performed. In addition, the Company issued 100,000 shares of common stock on November 18, 2009 in conversion of loans from the Companys President for $150,000 and conversion of advances from our past Secretary of $75,000 in exchange for 50,000 shares of common stock.  The shares were issued at fair value at the time of conversion. In the year ended December 31, 2010 the Company issued 897,320 shares of common stock (net of 93,750 shares that were canceled) including 29,000 shares for professional fees for services rendered during the second quarter of 2010, for fair value at the time services were performed, valued at $73,950.  The Board had authorized the shares to the professionals at the time services were performed.  250,000 shares were issued to Robert Kohn, our CFO, due November 1, 2009 under the terms of his employment contract.  The Board had authorized the shares at November 1, 2009 but the obligation was not satisfied until the share issuance June 4, 2010 of these shares 93,750 shares ($66,563 value) were returned upon the execution of the Separation agreement as defined above. 354,070 shares were issued on April 15, 2010 to satisfy the outstanding promissory notes including settlement of all principal and interest.  (See Note 5- Promissory Notes). 58,000 shares were issued to satisfy vendor payables ($58,767 value), 100,000 shares ($50,000 value) were issued in accordance with an investor relation agreement entered into in September and 200,000 shares ($100,000 value) were issued in conversion of a convertible note. In addition, the obligation for common stock to be issued at December 31, 2010 was reduced to $1,144,000, which represents 350,000 shares of common stock. During 2010, 953,500 shares were accrued for at a value of $1,739,625; $2,000,000 of this obligation was converted into a convertible note (1,208,500 shares); 414,125 shares ($300,594) were satisfied by stock issuances; and 31,750 shares ($27,563 value) that were previously accrued were written off during the year. In the year ended December 31, 2011, the Company issued common stock to Michael Cohen, 625,000 shares for debt conversion of $350,000, and Steven Byle, 178,572 shares for debt conversion of $100,000. In addition, the Company issued 20,000 shares valued at $14,600 for services rendered. 1,500,000 shares of been issued in conversion of $591,500 in convertible notes payable; 150,000 shares have been issued to an investor relations company for services rendered for a period of twelve months for a total value of $48,000; and 50,000 shares issued to a consultant for services valued at $25,000. The shares issued are exempt from registration under Sec. 4(2) of the Securities Act of 1933.  As of December 31, 2011, the Company has a contingent liability to issue an aggregate of 12,112,498 shares of its common stock upon the exercise and conversion of all outstanding warrants, options and shares of Preferred Stock.  The Company has reserved this number of shares from our authorized capital stock pending these conversions. Warrants The Company has no warrants outstanding as of December 31, 2011 or for the year ended December 31, 2010. On March 5, 2012, the Company issued Class A Warrants, Class B Warrants and Class C Warrants in connection with the SPA. See Subsequent Events for further details. Additionally, the Placement Agent warrants were also issued upon the closing of the private placement.  Options The Board of Directors in 2010 approved the Proteonomix, Inc. 2010 Employees, Directors, Officers and Consultants Stock Option and Stock Award Plan (the 2010 Plan). The 2010 Plan, reserved 2,500,000 shares that may be optioned or issued for all eligible participants.  The Company had granted 20,000 options to a consultant in May 2009 for her work related to Proteoderm products. Of the 20,000 options, 10,000 were exercisable immediately with the remaining 10,000 exercisable upon completion of the consultants engagement. The options are to expire in five years. F-48 The exercise price of the options is $2.50 per share. The options were valued utilizing the Black-Scholes method and have a put option value of $1.5395, calculated based on an expected term of 5 years, expected stock volatility of 100%, expected stock dividend yield of 0%, and risk-free interest rate of 3%. The value of the 10,000 options that are expensed in May 2009 is $15,395.  The Company had granted 15,000 options to a consultant in April 2010 for his work related to Proteoderm products. Of the 15,000 options, 5,000 were exercisable immediately with an additional 5,000 exercisable upon completion of certain requirements under the terms of the contract and the remaining 5,000 exercisable upon completion of the consultants engagement. The options are to expire in five years.  The exercise price of the options is $3.50 per share. The options were valued utilizing the Black-Scholes method and have a put option value of $2.6987, calculated based on an expected term of 5 years, expected stock volatility of 180.50%, expected stock dividend yield of 0%, and risk-free interest rate of 1.75%. The value of the 5,000 options that are expensed in April, 2010 is $13,494.  The Company had granted 1,000,000 options to its President, Michael Cohen, on April 26, 2010 exercisable immediately. The options are to expire in five years.  These were issued pursuant to a license agreement for Stromal Cell. The exercise price of the options is $3.55 per share. The options were valued utilizing the Black-Scholes method and have a put option value of $3.4019, calculated based on an expected term of 5 years, expected stock volatility of 180.5%, expected stock dividend yield of 0%, and risk-free interest rate of 1.75%. The value of the 1,000,000 options that are capitalized as license on the condensed consolidated balance sheet is $3,401,891.  These options are exempt for any stock splits or other reorganizations that would effect the option holder negatively.  The Company had granted 75,000 options to a U.S. based investor relations firm on June 1, 2010 exercisable ratably over 12 months commencing July 1, 2010. The options are to expire in five years.  If Proteonomix cancels the contract after a three month trial period, then the maximum amount of options exercisable is 18,750. The Company has expensed six months of these options (37,500 total) that have vested through December 31, 2010 as stock based compensation in the amount of $72,507 as of December 31, 2010.  There will be no further options vested as the contract was terminated.  The Company had granted 100,000 options to a European investor relations firm on June 15, 2010 exercisable ratably over 12 months commencing July 15, 2010. The options are to expire in June 2011.  The Company has expensed six months of these options (49,998 total) that have vested through December 31, 2010 as stock based compensation in the amount of $96,673 as of December 31, 2010. There will be no further options vested as the contract was terminated.  December 31, 2011Stock OptionsNumberExercise Price (1)Relative Value (2)Fair ValueTermOutstanding at Beginning
of the Year (3)20,000$2.50$15,395$50,0005 YearsKishore Ahuja, M.D. (4)15,000$3.50$13,494$52,5005 YearsMichael Cohen, President (5)1,000,000$3.55$3,401,891$3,550,0005 YearsWolfe, Axelrod & Weinberger (6)75,000$5.00$51,944$375,0005 YearsLogoform AG (7)100,000$5.00$69,257$500,0005 YearCancelled options (6 and 7)

Options Outstanding at December 31, 2011(87,502)


1,122,498$5.00  (1) The exercise price is based on the Fair Market Value of the common stock at date of grant.  (2)Relative value is based on the Black-Scholes method. F-49 (3) 20,000 options were granted in May 2009 at $2.50 per share.  (4) 15,000 options were granted on April 1, 2010 at $3.50 per share. 10,000 options will be exercisable upon the completion of certain requirements of the contract, and 5,000 are exercisable as of April 2010.  (5) Michael Cohen, the President of Proteonomix was granted 1,000,000 options on April, 26, 2010 at $3.55 per share. These options were issued to acquire the StromaCel Technology in the Companys subsidiary, StromCel.  (6) 75,000 options were issued on June 1, 2010 at $5.00 per share.  These are vested equally over a 12 month period starting July 1, 2010 and can be cancelled after a 90 day period except for 18,750 shares, which cannot be cancelled. All options subsequent to vesting after December 31, 2010 have been cancelled as the contract has been terminated.  (7) 100,000 options were issued on June 15, 2010 @ $5.00 per share vested equally over 12 months beginning July 2010. All options subsequent to vesting after December 31, 2010 have been cancelled as the contract has been terminated.   NOTE 11 - PROVISION FOR INCOME TAXES  Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Companys assets and liabilities.  Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Companys tax return.   Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.  At December 31, 2011, deferred tax assets consist of the following:  Net operating losses $ 6,281,334 Valuation allowance (6,281,334) $ -  At December 31, 2011, the Company had a net operating loss carry-forward in the amount of $18,474,513 available to offset future taxable income through 2031.  The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.  A reconciliation of the Companys effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended December 31, 2011 and 2010 is summarized as follows:  December 31, 2011 December 31, 2010 Federal statutory rate (34.0%) (34.0%) State income taxes, net of federal benefits 3.3 3.3 Valuation allowance 30.7 30.7 0 % 0%  NOTE 12 - FAIR VALUE MEASUREMENTS On January 1, 2008, the Company adopted ASC 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. F-50 As of December 31, 2011, the Company has no warrant obligation liability.  NOTE 13 - SEGMENT INFORMATION The Company operates and the chief decision maker for the Company segregates the operations into five separate distinct reporting segments. These segments are the sperm bank division, the stem-cell division, and includes the minimal operating expenses of Proteoderm, the skin care products division, PRTMI, Thor and StromaCel.   Operating segment data for the year ended December 31, 2011 is as follows:  Stem-Cell/ThorProteodermSperm BankPRTMI & PRTMI RD(1)StromaCel/ XGenTotalSales$ -$ -$26,004$ -$ -$26,004Cost of sales$ -$ -($513)$ -$ -($513)Gross profit$ -$ -$26,517$ -$ -$26,517Operating expenses$897,685$-$58,978$-$340,189$1,296,852Depreciation and amortization$36,868$ -$ -$ -$-$36,868Other income (expense)($70,993)($3,710)$ -($150)($1,790)($76,643)Net (loss)($1,005,546)($3,710)($32,461)($150)($341,979)($1,383,846)Segment assets$293,829$-$212,266$-$2,834,909$3,341,004Fixed Assets, net of depreciation$22,779$ -$ -$ -$ -$22,779  (1) PRTMI RD is a wholly-owned subsidiary of PRTMI.  Operating segment data for the year ended December 31, 2010 is as follows:  Stem-CellProteodermSperm BankPRTMI & PRTMI RD(1)StromaCel/ XGenTotalSales$ -$ -$83,321$ -$ -$83,321Cost of sales$ -$ -$15,850$ -$ -$15,850Gross profit$ -$ -$67,471$ -$ -$67,471Operating expenses$3,079,890$23,282$105,357$5,000$287,137$3,500,666Depreciation and amortization$17,814$ -$ -$ -$ -$17,814Other income (expense)($19,026)$ -$ -$ -$ -($19,026)Net income (loss)($3,116,730)($23,282)($37,886)($5,000)($287,137)($3,470,035)Segment assets$274,366$-$202,697$-$3,175,098$3,652,161Fixed Assets, net of depreciation$31,928$ -$ -$ -$ -$31,928   (1) PRTMI RD is a wholly-owned subsidiary of PRTMI. F-51  F-25  NOTE 14  SUBSEQUENT EVENTS  On January 3, 2012, the Company issued the 341,000 shares of Series D Preferred Stock that had been accrued in 2011.  On January 26, 2012, the Company issued 50,000 shares of common stock for services rendered, and issued on February 10, 2012, 150,000 shares of common stock for services rendered.  On February 2, 2012, $262,500 of debt owed to Michael Cohen was converted into 50,000 shares of common stock. Additionally, on the same date, the Companys subsidiary, Proteoderm, Inc. hired Jaci Mandil as its Chief Executive and Operating Officer.  On March 5, 2012, the Company entered into a Securities Purchase Agreement (the SPA) with the purchasers identified therein (collectively, the Purchasers) providing for the issuance and sale by the Company to the Purchasers of an aggregate of approximately 3,804 shares of the Companys newly designated Series E Convertible Preferred Stock, with each of the Series E Convertible Preferred shares initially convertible into approximately 235 shares of the Companys common stock (the Conversion Shares) and three series of warrants, the Series A Warrants, the Series B Warrants and the Series C Warrants, to purchase up to an aggregate of 2,685,873 shares of the Companys common stock, for proceeds to the Company of $3.8 million. After deducting fees and expenses, the aggregate net proceeds from the sale of the Preferred Shares and associated warrants are approximately $3.5 million. Rodman & Renshaw, LLC (Rodman) acted as the exclusive placement agent for the private placement. Pursuant to the terms of the Placement Agent Agreement entered into by the Company and Rodman on February 15, 2012 (the Placement Agent Agreement). In accordance with the Placement Agent Agreement, the placement agent received as a fee, cash in the amount of $267,249 and a Series E Preferred Stock Purchase Warrant, enabling the placement agent to subscribe for and purchase from the Company up to 266.3494 shares of Series E Preferred Stock, and 62,670 of each of the Series A, B and C Common Stock Warrants. This Series E Preferred Stock Purchase Warrant was valued at $1,293,509, and has been expensed in the three months ended March 31, 2012.  Pursuant to the Certificate of Designation to create the Series E Convertible Preferred Stock, the Preferred Shares may be converted at any time at the option of the Purchasers into shares of the Companys common stock at a conversion price of $4.25 per share (the Conversion Price). On each of (i) the Effective Date (as defined in the Registration Rights Agreement) or (ii) if the registration statement required to be filed by the Company pursuant to the Registration Rights Agreement is not declared effective on or before September 8, 2012 or if a Registration Statement does not register for resale by the Purchasers all of the Conversion Shares issuable hereunder, the date that all Conversion Shares issuable pursuant to the Preferred Shares may be resold by the Holder pursuant to Rule 144 without volume or manner restrictions (each such date, the Trigger Date), the Conversion Price shall be reduced to the lesser of (w) the then Conversion Price, as adjusted and taking into consideration any prior resets, (x) 85% of the volume average weighted price (VWAP) for the 5 trading days immediately following each such Trigger Date, as calculated pursuant to the AQR function on Bloomberg, L.P., (y) 85% of the average of the VWAPs for each of the 5 trading days immediately following the Trigger Date, and (z) 85% of the closing bid price on the last trading day of the 5 trading days immediately following each such Trigger Date, which shall thereafter be the new Conversion Price. The adjusted Conversion Price shall not be lower than $1.00  Pursuant to the terms of the SPA, each Purchaser has been issued a Series A Warrant, a Series B Warrant and a Series C Warrant, each to purchase up to a number of shares of the Companys Common Stock equal to 100% of the Conversion Shares underlying the Preferred Shares issued to such Purchaser pursuant to the SPA. The Series A Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years. The Series B Warrants have an exercise price of $4.25 per share, are exercisable immediately upon issuance and have a term of exercise of one year and two weeks. The Series C Warrants have an exercise price of $4.25 per share, vest and are exercisable ratably commencing on the exercise of the Series B Warrants held by each Purchaser (or its assigns) and have a term equal to five years.  On March 5, 2012, in connection with the closing of the private placement, the Company and the Purchasers entered into a Registration Rights Agreement (the Registration Rights Agreement). Under the Registration Rights Agreement, the Company is required to file a Registration Statement within 7 days following the filing date of the Companys Form 10-K for the year ended December 31, 2011, but in no event later than April 16, 2012. The Company failed to meet the certain filing deadlines set forth in the Registration Rights Agreement subjecting the Company to payment of certain monetary penalties.estimated at $80,000.   F-52  Rodman & Renshaw, LLC (Rodman) acted as the exclusive placement agent for the private placement. Pursuant to the terms of the Placement Agent Agreement entered into by the Company and Rodman on February 15, 2012 (the Placement Agent Agreement), the Company has agreed (a) to pay to Rodman the placement agent fee equal to 7% of the aggregate gross proceeds raised in the private placement, (b) to issue to Rodman warrants to purchase 62,670 shares of the Companys common stock, and (c) to reimburse Rodman for certain expenses.  Subsequent to the date of the financial statements, the Company entred into a license agreement with Ian McNiece, an officer and director of the Company, related to Stromal Cell Technology.  Subsequent to the date of the financial statements, the Company was served with a Complaint by ten of its fourteen investors in the Series E Preferred Stock offering, seeking damages for alleged contractual violations of the Registration Rights Agreement executed in the first quarter of 2012 and alleged misrepresentations related to the University of Miami clinical testing. With respect to the latter the Company has meritorious defenses and will vigorously defend the suit. The Company believes its liability for the contractual violations amounts to approximately $80,000.  Subsequent to the date of the financial statements, the Company sold the Sperm Bank of New York, Inc. to Albert Anouna, an unrelated party for forgiveness of debt. As a result, the Sperm Bank of New York, Inc. received all remaining inventory and outstanding accounts receivable as of March 31, 2012. There was no activity in April 2012 for this entity. The result of the transaction was a gain on disposal of $10,424.                                     F-53