UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549



FORM 10-K



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, 2010



[  ]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)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-3842844                          
|(State Or Other Jurisdiction Of
Incorporation Or Organization) |  | (I.R.S. Employer Identification No.)



187 Mill Lane, Mountainside, NJ 07052

(Address of Principal Executive Offices and Zip Code)



Registrants Telephone Number, Including Area Code: (973) 544-6116





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.  [   ]

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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 31, 2010, the last business day of the registrants most recently completed fiscal year as quoted on the OTC Bulletin Board was approximately $3,613,388.80.



The number of shares outstanding of the registrants common stock, as of March 16, 2011, was 5,985,556.





DOCUMENTS INCORPORATED BY REFERENCE

None.



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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 - RiskFactorsof 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).







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TABLE OF CONTENTS

PART IITEM 1.DESCRIPTION OF BUSINESS
    6ITEM 1A.RISK FACTORS9ITEM 1B..UNRESOLVED STAFF COMMENTS13ITEM 2.PROPERTIES13ITEM 3
      LEGAL PROCEEDINGS
      13PART IIITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS14ITEM 6.SELECTED FINANCIAL DATA15ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION15ITEM 7A.QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK28ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA28ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    28ITEM 9A(T).CONTROLS AND PROCEDURES28ITEM 9B.OTHER INFORMATION30PART IIIITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE30ITEM 11.EXECUTIVE COMPENSATION33ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS39ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE40ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES41PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES42


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PART I

ITEM 1.     BUSINESS

General Business Overview

We are a biotechnology company engaged in the discovery and development of stem 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 stem cells, a growth platform for stem cells, a unique cord blood banking cryopreservation bag, a device to eliminate malformed stem 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 and the StromaCelTM 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.

Stem Cell Therapies  We are developing a diverse array of therapies for major diseases such as cardiac arrest and diabetes. Our first product, StromaCelTM cellular material for post-myocardial infarction patients that we intend to bring to FDA trials in 2011 in conjunction with our new cellular expansion technology

Tissue Banking – We provide various laboratory services including reproductive, cord blood and other tissue banking through our subsidiary Sperm Bank of New York. We intend to apply our expansion technology to greatly enhance profitability in this field as part of our business strategy.

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.

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 StromaCelTM.

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.

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.

Cosmeceutical Overview

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We discovered a matrix of proteins and polypeptides, NC-138TM, secreted from our patent pending Stem Cell growth platform. Based upon this protein matrix, we have developed a line of Anti-Aging Skin Care Products which are ready for commercialization. When NC-138TM was first discovered, it showed exciting, positive results in a double-blind study. We launched this product at the Anti-Aging Conference in 2008, and since then, we have signed up approximately 200 physicians in our prescription treatment program and received a substantial number of serious international distributorship inquiries. However, full product launch has been delayed due to lack of financing.. Upon securing financing, we will seek to exploit our network of interested physician and distributors to make a worldwide product launch.

Proteoderm is ready for initial market entry as an over the counter Anti-Aging product. We have contacted with Dr. Smeena Khan to conduct a formal 150 patient study. Pre-sales have commenced on the internet and first sales will be online only. Once sufficient revenue exists to cover cash flows on larger orders, the product will be brought to the high-end prescription market and for mass international distribution. We anticipate that our first shipment will occur prior to the last quarter of 2011.

StromaCelTM Cardiac Treatment

StromaCelTM is a post Myocardial Infarction Treatment using Allogenic Stem Cells from Bone Marrow donors. Administered via an IV drip in the first two weeks following Infarction, it has been demonstrated to increases long-term recovery of heart function. StromaCelTM was developed in conjunction with a major academic institution and is now ready for commercialization and FDA trials. We have developed an improved protocol for material expansion, that has recently completed validation runs at a major academic institution, increasing from 10X times to 50X expansion.

StromaCelTM intends to sell to foreign  PRTMIs for treatment of patients abroad.,  The Company intends to utilize the revenues  and data to support and supplant respectively an FDA trial of the product. Contracts have been signed with medical facilities in the Dominican Republic and it is to soon to determine when the Company will begin treating patients. Material production has been contracted to the a major academic institution. The Company anticipates expanding their PRTMI network to serve local patients in countries not subject to FDA type regulations and fly in patients from nearby regulated countries when properly funded.

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 patients 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). .

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 are a 100% owner in PRTMI. PRTMI anticipates tofocus on the translation of promising research in stem cell biology and cellular therapy to clinical applications of regenerative medicine. The mission of PRTMI will be to undertake clinical trials in regenerative medicine for delivery of cutting edge therapies. XGen will interface between clinical programs to identify potential therapies to move into clinical studies.

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This will involve development of clinical protocols, development of manufacturing of cellular products for clinical use, monitoring and compliance of the clinical trials. Further, PRTMI will provide for the seamless transition between the lab and the patient care facility.

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.

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.  TheTechnology 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 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.



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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 2011.

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 were $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.



On June 16, 2010 Proteonomix shares began to trade on the OTC Bulletin Board under the symbol PROT.

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 2011 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.

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 $5,917,452 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.

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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 expires on April 30, 2011, for a monthly lease payment of $5,585. 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 187 Mill Lane, Mountainside, NJ 07052. Our telephone number at such address is (973) 544-6116.



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



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, 2010, we had a working capital deficit of approximately $6,892,315. During the year ended December 31, 2010, 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 $1,098,421, and accrued salaries due our executive officers in the amount of $1,362,500. 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.



As of December 31, 2010 Proteonomix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.



As of December 31, 2010, we had a cash balance of $18. Management believes these funds 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 are currently spending or incurring expenses of approximately $175,000 per month on operations and the continued research and development of our 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. This assumes that we 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.



During Fiscal 2010, our total stockholders deficit increased by $1,049,157 to $3,442,850, and our consolidated net loss was $3,470,035 for the year ended December 31, 2010. 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.

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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 2011; 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.

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.



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.

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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.



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 complimentary 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.



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.

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;

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·

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.



Our common stock is subject to the SECs Penny Stock Regulations.



Our common stock is subject to the SECs penny stock rules.  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.

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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.



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

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 expires on April 30, 2011, for a monthly lease payment of $5,585. 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 187 Mill Lane, Mountainside, NJ 07052. Our telephone number at such address is (973) 544-6116.



ITEM 3.  LEGAL PROCEEDINGS

None.



PART II





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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 2010 and 2009.



Fiscal Year Ended December 31, 2010:HighLowFirst Quarter3.340.75Second Quarter5.402.20Third Quarter4.691.56Fourth Quarter2.000.31Fiscal Year Ended December 31, 2009:First Quarter9.003.15Second Quarter4.001.00Third Quarter3.240.90Fourth Quarter2.60.67




These quotations reflect interdealer prices, without retail markup, markdown, or commission and may not represent actual transactions.  As of March 16, 2011, there were approximately 700 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 16, 2011 the bid price for our common stock was $0.32 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.



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS



The following table sets forth, as of December 31, 2010, 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.








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ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data set forth below for Proteonomix periods ending December 31, 2010, and 2009, 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.



Year Ended December 3120102009Statement of Earnings Data:Revenue$83,321$141,647Operating Loss(3,450,071)(3,818,744)Net Loss(3,470,035)(3,858,012)Other Items (included in the above):Depreciation and Amortization244,60713,906Stock-based Compensation Expense (1)182,67515,395Per Share Data:Basis and Diluted Loss Per Share$(0.75)$(1.16)Cash Flow Data:Net cash provided (used) in operating activities$(565,334)$(205,796)Net cash provided (used) in investing activities(215,265)-Net cash provided by financing activities680,790305,508Balance Sheet Data:Cash and Cash Equivalents$18$99,827Total Assets3,652,161411,021Total Liabilities7,095,0114,903,028Stockholders' Equity (Deficit)(3,442,850)(4,492,007)(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.

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Our independent registered public accounting firms report on the consolidated financial statements included herein for the year ended December 31, 2010 and 2009 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.



OVERVIEW

General Business Overview

We are a biotechnology company engaged in the discovery and development of stem 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 stem cells, a growth platform for stem cells, a unique cord blood banking cryopreservation bag, a device to eliminate malformed stem 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 and the StromaCelTM 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.

Stem Cell Therapies  We are developing a diverse array of therapies for major diseases such as cardiac arrest and diabetes. Our first product, StromaCelTM cellular material for post-myocardial infarction patients that we intend to bring to FDA trials in 2011 in conjunction with our new cellular expansion technology

Tissue Banking – We provide various laboratory services including reproductive, cord blood and other tissue banking through our subsidiary Sperm Bank of New York. We intend to apply our expansion technology to greatly enhance profitability in this field as part of our business strategy.

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.

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 StromaCelTM.

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.

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.







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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.

Cosmeceutical Overview

We discovered a matrix of proteins and polypeptides, NC-138TM, secreted from our patent pending Stem Cell growth platform. Based upon this protein matrix, we have developed a line of Anti-Aging Skin Care Products which are ready for commercialization. When NC-138TM was first discovered, it showed exciting, positive results in a double-blind study. We launched this product at the Anti-Aging Conference in 2008, and since then, we have signed up approximately 200 physicians in our prescription treatment program and received a substantial number of serious international distributorship inquiries. However, full product launch has been delayed due to lack of financing.. Upon securing financing, we will seek to exploit our network of interested physician and distributors to make a worldwide product launch.

Proteoderm is ready for initial market entry as an over the counter Anti-Aging product. We have contacted with Dr. Smeena Khan to conduct a formal 150 patient study. Pre-sales have commenced on the internet and first sales will be online only. Once sufficient revenue exists to cover cash flows on larger orders, the product will be brought to the high-end prescription market and for mass international distribution. We anticipate that our first shipment will occur prior to the last quarter of 2011.

StromaCelTM Cardiac Treatment

StromaCelTM is a post Myocardial Infarction Treatment using Allogenic Stem Cells from Bone Marrow donors. Administered via an IV drip in the first two weeks following Infarction, it has been demonstrated to increases long-term recovery of heart function. StromaCelTM was developed in conjunction with the a major academic institution and is now ready for commercialization and FDA trials. We have developed an improved protocol for material expansion, that has recently completed validation runs at a major academic institution, increasing from 10X times to 50X expansion.

StromaCelTM intends to sell to foreign PRTMIs for treatment of patients abroad.,  The Company intends to utilize the revenues  and data to support and supplant respectively an FDA trial of the product. Contracts have been signed with medical facilities in the Dominican Republic and it is to soon to determine when the Company will begin treating patients. Material production has been contracted to a major academic institution. The Company anticipates expanding their PRTMI network to serve local patients in countries not subject to FDA type regulations and fly in patients from nearby regulated countries when properly funded.

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 patients 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). .

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.







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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 are a 100% owner in PRTMI, which was formed in August 2010. PRTMI will focus on the translation of promising research in stem cell biology and cellular therapy to clinical applications of regenerative medicine. The mission of PRTMI will be to undertake clinical trials in regenerative medicine for delivery of cutting edge therapies. PRTMI will interface between clinical programs to identify potential therapies to move into clinical studies. This will involve development of clinical protocols, development of manufacturing of cellular products for clinical use, monitoring and compliance of the clinical trials. Further, PRTMI will provide for the seamless transition between the lab and the patient care facility.

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.

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

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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 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 2011.

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 were $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.



On June 16, 2010 Proteonomix shares began to trade on the OTC Bulletin Board under the symbol PROT.

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 2011 we anticipate the beginning of sales in the last quarter of 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.



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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 $5,917,452 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 expires on April 30, 2011, for a monthly lease payment of $5,585. 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 187 Mill Lane, Mountainside, NJ 07052. Our telephone number at such address is (973) 544-6116.



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 31Category20102009Net cash (used) in operating activities$(565,334)$(205,796)Net cash (used) in investing activities(215,265)-Net cash provided by financing activities680,790305,508Net increase (decrease) in cash$(99,809)$99,712


Net Cash Used in Operations



Net cash used in operating activities for the year ended December 31, 2010, was $565,334, compared with net cash used in operating activities of $205,796 during the same period for 2009, or an increase in the use of cash for operating activities of $359,538 (64%). The increase in the use of cash is due to: (i) lower net income (loss) of $387,977; (ii) offset by a decrease in common stock issued for consulting services of $1,631,853; (iii) an increase in the obligation to issue common shares for services of $603,113; (iv) an increase in depreciation and amortization expense of $230,701 and (v) a decrease in the change for accounts payable of $53,374.



Net Cash Used in Investing Activities



In 2010, the only investing activities were the increase in costs associated with filing patents of $215,265. There were no cash flow activities from investing activities for the year ended December 31, 2009.



Net Cash Provided by Financing Activities



Net proceeds from financing activities were $680,790 for year ended December 31, 2010, compared with $305,508 for the same period in 2009, or an increase of $375,282 (1279%). Of the 2010 and 2009 proceeds from financing activities, 100% was from the issuance of new debt to related parties from cash infused into the Company. 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

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Our cash and cash equivalents decreased during the year ended December 31, 2010 by $99,809, compared to an increase in cash and cash equivalents during the same period in 2009 of $99,712. 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 $565,334, (ii) cash used for the net increase in patent costs of $215,265, and (iii) an increase in cash by $680,790 from financing activities.



Working Capital Information - The following table presents a summary of our working capital at the end of each period:



CategoryDecember 31, 2010December 31, 2009Cash and cash equivalents$18$99,827Current assets202,696334,105Current liabilities7,095,0114,903,028Working capital (deficit)$(6,892,315)$(4,568,923)




At December 31, 2010, we had a working capital deficit of $6,892,315, compared with a working capital deficit at December 31, 2009 of $4,568,923, an increase in working capital deficit of $2,323,392 (51%). As of December 31, 2010, the Company had cash and cash equivalents of $18 as compared to $99,827 on December 31, 2009. 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.



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.

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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.



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, 2010 and 2009.



Financial Condition, Going Concern Uncertainties and Events of Default



During the year ended December 31, 2010, 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 $2,952,590 including accrued salaries due to our management of $1,362,500. Also, our Senior Officers net outstanding loans were $1,098,421.



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, 2010 and 2009, 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.

Fiscal 2010 as Compared with Fiscal 2009

2010

|                              |              |            |            |                     |  |                 |  |              | 
|----------------------------- | ------------ | ---------- | ---------- | ------------------- |  | --------------- |  | ------------ | 
|                              | Stem-Cell    | Proteoderm | Sperm Bank | PRTMI & PRTMI RD(1) |  | StromaCel/ XGen |  | Total        | 
|Sales                         | $ -          | $ -        | $83,321    | $ -                 |  | $ -             |  | $83,321      | 
|Cost of sales                 | $ -          | $ -        | $15,850    | $ -                 |  | $ -             |  | $15,850      | 
|Gross profit                  | $ -          | $ -        | $67,471    | $ -                 |  | $ -             |  | $67,471      | 
|Operating expenses            | $3,079,890   | $23,282    | $105,357   | $5,000              |  | $60,344         |  | $3,273,873   | 
|Depreciation and amortization | $17,814      | $ -        | $ -        | $ -                 |  | $226,793        |  | $244,607     | 
|Other 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.



|                              |              |            |            |             
|----------------------------- | ------------ | ---------- | ---------- | ------------
|                              |              | 2009       |            |             
|                              | Stem-Cell    | Proteoderm | Sperm Bank | Total       
|Sales                         | $ -          | $-         | $141,647   | $141,647    
|Cost of sales                 | $ -          | $-         | $23,192    | $23,192     
|Gross profit                  | $ -          | $-         | $118,455   | $118,455    
|Operating expenses            | $3,708,725   | $-         | $214,568   | $3,923,293  
|Depreciation and amortization | $13,906      | $-         | $ -        | $13,906     
|Other income (expense)        | ($39,268)    | $-         | $ -        | ($39,268)   
|Net income (loss)             | ($3,761,899) | $-         | ($93,113)  | ($3,858,012)







22





Net Revenues.Net revenues were $83,321 for the year ended December 31, 2010, compared to $141,647 for the comparable period in 2009, or a decrease of $58,326. 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, 2010 was $15,850 (19% of net revenue), compared to $23,192 (17% of net revenue) during the same period in 2009, a decrease of $7,342, or 13% of the decreased net revenue. The decreased costs are the result of lower costs involved in the production of the samples.



Operating Expenses and Depreciation.Operating expenses and depreciation and amortization for the year ended December 31, 2010, decreased $419,657 (10.7%) to $3,517,542 for 2010 as compared to $3,937,199 for the same period in 2009. The table below details the components of operating expense, as well as the dollar and percentage changes for the year ended December 31.



|                              |                          |  |            |  |            |  |         
|----------------------------- | ------------------------ |  | ---------- |  | ---------- |  | --------
|                              | Years Ended December 31,
|                              | 2010                     |  | 2009       |  | $ Change   |  | % Change
|                              |                          |  |            |  |            |  |         
|Wage and wage related costs   | $391,682                 |  | $578,810   |  | $(187,128) |  | (32.3)  
|Professional fees             | 2,137,365                |  | 2,722,935  |  | (585,570)  |  | (21.5)  
|Insurance costs               | 54,533                   |  | 63,326     |  | (8,793)    |  | (13.9)  
|Rent - building and equipment | 29,227                   |  | 23,635     |  | 5,592      |  | 23.7    
|Travel and related            | 191,464                  |  | 58,745     |  | 132,719    |  | 225.9   
|Miscellaneous expenses        | 285,989                  |  | 460,447    |  | (174,458)  |  | (37.9)  
|Depreciation and amortization | 244,607                  |  | 13,906     |  | 230,701    |  | 1,659.0 
|Stock based compensation      | 182,675                  |  | 15,395     |  | 167,280    |  | 1,086.6 
|Total                         | $3,517,542               |  | $3,937,199 |  | $(419,657) |  | (10.7)  
|                              |                          |  |            |  |            |  |         
|                              |                          |  |            |  |            |  |         
|                              |                          |  |            |  |            |  |         

Wage and wage related costs, which includes salaries, commissions, taxes and benefits, decreased $187,128 (32%), due to the termination of the CFO in 2010. The CFO was hired July 1, 2009 so only had six months included for that period.



Professional fees include legal, accounting, consulting, marketing, stock transfer agent, SEC filing, and general consulting fees and include the value of common stock issued for these services. Professional fees decreased for the year ended December 31, 2010 versus the same period last year by $585,570 (22%) 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 associated with a reclassification of patent costs to intangible assets.



Insurance costs in the year ended December 31, 2010, were $54,533 compared to $63,326 for the same period in 2009, a decrease of $8,793 (14%). The decrease is attributed to a reduction in liability insurance.



Rent increased by $5,592 (24%) to $29,227 in the year ended December 31, 2010, as compared to $23,635 for the same period in 2009, due to the Companys allocation of rent relating to their sperm bank operations and additional office space.



Travel expense for the year ended December 31, 2010 of $191,464 compared to the same period for 2009 of $58,745, or an increase of $132,719 (226%). During 2010, the Company increased its travel costs associated with our establishment of the XGen subsidiary as well as additional global activities throughout Europe and additional laboratory work in Miami.



Miscellaneous expense decreased by $174,458 (38%) to $285,989 for the year ended December 31, 2010, as compared to $460,447 for the same period in 2009. The decrease was due to general business expenses reducing due to cash flow issues.



Depreciation expense in our operating expenses for the year ended December 31, 2010 of $244,607 compared to the same period for 2009 of $13,906 increased $230,701 due to the amortization of the Intellectual Property License of $226,793 which







23



represents eight months of amortization on the license which is estimated to have a ten-year term. The depreciation of our fixed assets remained the same due to no new additions of our fixed assets, and no fixed assets have become fully depreciated.



Stock-based compensation, which represents a noncash expense category, represents stock-based compensation to consultants under various contracts. During the year ended December 31, 2010, the Company recognized an expense associated with stock-based compensation of $182,675. During the same period of 2009, the Company recognized $15,395 stock-based compensation expense for consultants.



Employee stock option expense in 2010 and 2009 represents 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.



Other Income (Expense).Other income (expense) includes interest income, interest expense and other non-operating income. Other expense for the year ended December 31, 2010 was $19,026 compared to other expense of $39,268 for the same period last year. The decrease in other expense from 2009 is the result of reduction of debt associated with the interest cost that was recorded in 2009.



Net Loss and Net Loss per Share.Net loss for the year ended December 31, 2010 was $3,470,035, compared to $3,858,012 for the same period in 2009, for a decreased net loss of $387,977 (10%). Net loss per share for the year ended December 31, 2010 was $0.75 compared to $1.16 in the same period for 2009, based on the weighted average shares outstanding of 4,629,865 and 3,325,274, respectively. The decreased net loss for 2010 compared to the same period in 2009 arose from the following: (i) decreased net revenues of $58,326; (ii) decreased cost of sales of $7,342, (iii) decreased salary and benefit costs of $187,128, (iv) decreased professional fees of $585,570 (v) a decrease in insurance costs of $8,793, (vi) an increased travel and entertainment costs of $132,719, (vii) a decrease in miscellaneous costs of $174,458, (viii) an increase in rent expense of $5,592, (ix) an increase in stock-based compensation for consultants of $167,280, (x) an increase in depreciation and amortization of $230,701and (xi) a decrease in other net non-operating income and expense of $20,242.



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.

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.

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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.

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.

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

25

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.



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 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 September 2006, ASC issued 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of ASC 820 is not expected to have a material impact on the financial statements.

In February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of ASC 320-10, (ASC 825-10") which permits entities to choose to measure many financial instruments and certain

26

other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. ASC 825-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

In December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements. ASC 810-10-65 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parents ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parents ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment.

ASC 810-10-65 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Management is determining the impact that the adoption of ASC 810-10-65 will have on the Companys financial position, results of operations or cash flows.

In December 2007, the Company adopted ASC 805,Business Combinations (ASC 805"). ASC 805 retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  ASC 805 will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  ASC 805 will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.

ASC 805 will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, ASC 805 will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption is not permitted and the ASC is to be applied prospectively only.  Upon adoption of this ASC, there would be no impact to the Companys results of operations and financial condition for acquisitions previously completed.  The adoption of ASC 805 is not expected to have a material effect on the Companys financial position, results of operations or cash flows.

In March 2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging Activities", (ASC 815"). ASC 815 requires enhanced disclosures about an entitys derivative and hedging activities. These enhanced disclosures will discuss: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for and its related interpretations; and how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. ASC 815 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that ASC 815 will have an impact on their results of operations or financial position.

In April 2008, ASC issued ASC 350, Determination of the Useful Life of Intangible Assets". This amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC 350. The guidance is used for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company does not believe ASC 350 will materially impact their financial position, results of operations or cash flows.

ASC 470-20, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" (ASC 470-20") requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuers non-convertible debt borrowing rate. ASC 470-20 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not believe that the adoption of ASC 470-20 will have a material effect on its financial position, results of operations or cash flows.

ASC 815-40, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entitys Own Stock" (ASC 815-40"), provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entitys own stock and it applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative. ASC 815-40 also applies to any freestanding financial instrument that is potentially settled in an entitys own stock. The Company is determining what impact, if any, ASC 815-40 will have on its financial position, results of operations and cash flows.

ASC 470-20-65, Transition Guidance for Conforming Changes to, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" (ASC 470-20-65"). ASC 470-20-65 is effective for years

27

ending after December 15, 2008. The overall objective of ASC 470-20-65 is to provide for consistency in application of the standard. The Company has computed and recorded a beneficial conversion feature in connection with certain of their prior financing arrangements and does not believe that ASC 470-20-65 will have a material effect on that accounting.

In May 2009, the FASB published ASC 855, Subsequent Events" (ASC 855"). ASC 855 requires the Company to disclose the date through which subsequent events have been evaluated and whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. ASC 855 is effective for financial periods ending after June 15, 2009.

Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and Disclosures (Topic 820) (ASU 2009-05"). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures  Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted market price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required for Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Companys results of operations or financial condition.

In January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements(ASU 2010-06). These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require new disclosures of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. These new disclosures are effective beginning with the first interim filing in 2010. The disclosures about the roll forward of information in Level 3 are required for the Company with its first interim filing in 2011. The Company does not believe this standard will impact their financial statements.

Other ASUs that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.



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-1

..



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

None.

ITEM 9A(T).  CONTROLS AND PROCEDURES

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.

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

28

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, 2010. 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, 2010, 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, 2010.



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, 2010.



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 2011 and establish an audit committee.

·

We intend to hire additional staff in 2011 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 Rules13a-15(f) of the Securities Exchange Act of 1934, as amended).



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.



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, 2010, the Companys internal control over financial reporting was not effective.

29

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:



|     |     |      
|---- | --- | -----
|Name | Age | Title









Michael Cohen

43

President, Chief Executive Officer,

Chairman, Board of Directors,

Chief Operating Officer

Chief Financial Officer

Treasurer



Roger Fidler

60

Director

Steven Byle

41

Director

Ian McNiece, PhD

54

Vice-President, Scientific

Development, Chief Scientific

Officer, Director

Jason Isaacs

40

Secretary



Michael Cohen, President, Chief Executive, Operating and Financial Officer, Treasurer, and Chairman of the Board.

Michael Cohen has served as our President, Chief Executive Officer and Chairman of our board of directors since September 12, 2006, as Chief Financial Officer and Treasurer since September 2010, and as Chief Operating Officer since September 2010. Michael Cohen began his career as a paramedic for NYC EMS in 1989. 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. In 2005, Mr. Cohen founded National Stem Cell Inc, our operating subsidiary. Mr. Cohen serves as our Chairman of the Board and President as well as the Principal Investigator for most of our therapeutic developments. Mr. Cohen served as a director of Vanity Holdings Inc., a public marketing company (OTCBB: VAEV) from October 2007 to March, 2009. Mr. Cohen attended Skidmore College and graduated with a Bachelor of Science from Haifa University in 1988.Mr. Cohen, was interviewed on a medical television show broadcast from the Dominican Republic and carried throughout Central and South America. The one-hour program, entitled "Health and Something More"; (Salud y Algo Mas), produced by Dr. Cesare Mella, a physician from the Dominican Republic, was aired by those stations in Central and South America which carry channel 19 (Canal 19). The show's host was Dr. Pedro Acosta; and the translator was Dr. Vicente Rodriguez. Mr. Cohen's interview appeared on Wednesday, February 17th at 7 PM local Dominican Republic time. The show was entirely dedicated to Proteonomix and its subsidiaries and covered the nature of stem cells and stem cell therapy, particularly with regard to myocardial infarction (heart attacks) and diabetes. Mr. Cohen also discussed the nature of the Proteonomix stem cell derivative used in cosmetics designed by its subsidiary, Proteoderm.

30



Ian McNiece, Vice President, Scientific Development, Chief Scientific Officer and Director

Dr. McNiece,has served as Vice-President for Scientific Development and Chief Scientific Officer since November 11, 2009 and as a Director since December 7, 2010.   Hereceived 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 U Miami as Director of the Experimental and Clinical Cell-Based Therapies and is presently Professor of Medicine at U 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.

Steven Byle, Director.

Steven Byle joined our board of directors on January 5, 2009. He has been, since 2007, Vice-President of Technology for Dockwise, B.V, an energy company, the securities of which trade on the Euronext Stock Exchange under the symbol DOCK. 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







31



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 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.

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.

Scientific Advisory Board and Science Advisors:

Name

Age

Title

Commencement Date

Ian McNiece, Ph.D.

54

Chief Scientific Officer

January 2, 2007

Barbara Nabrit-Stephens, M.D.

62

Scientific Advisor

June 2, 2008

Gungdong (Francis) Pahng, Ph.D.    40

Scientific Advisor

January 2, 2009

Ashoke Agarwal, M.D. FACC

57

Scientific Advisor

June 15, 2008



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.

Barbara Nabrit-Stephens, M.D., M.B.A, Scientific Advisor, earned her Medical Degree from Tufts University in 1976. She received her B.A. from Harvard University in 1972 and her M.B.A. from the University of Tennessee in 1998. She served as a pediatrician in private practice in Nashville, Tennessee from 1990 to 1999. She served as Assistant Professor and Director of Education for the Department of Pediatrics, Meharry Medical College from 1985 to 1990. She served as Assistant Clinical Professor at Vanderbilt University School of Medicine from 1986 to 2000. In 1999 she transitioned to administrative duties as Medical Director of Tennessee Coordinated Care Network until August, 2000 when she assumed the position of Medical Director for OmniCare Health Plan, Detroit, Michigan. In February, 2003 she became Vice President of Medical Affairs at Keystone Mercy Health Plan (KMHP), Philadelphia, Pennsylvania.  She left KMHP in May, 2005 and after six months assumed her role in Tampa, Florida where she served as Medical Director for Blue Cross/Blue Shield of Florida from January 2006 to March 2009. She is presently an independent medical consultant.

32

Gundong (Francis) Pahng, Ph.D., Scientific Advisor, isone of the founders of Zionex, Inc., a software development and consulting company based in Seoul, Korea, and, since 2001, has served as its Chief Technology Officer. Since 2007, he has also served as a member of the Board of Directors of Comnext, a Japan-based joint venture company with Zionex, which provides Supply Chain Management and Advanced Planning and Scheduling solutions.  Prior to that, and from 1998 to 2001, Dr. Pahng was Senior Research Scientist at the Korea Institute of Science and Technology. Dr. Pahng received his Ph.D. in Mechanical Engineering from the Massachusetts Institute of Technology.

Ashoke Agarwal, M.D., FACC, Chief Scientific Officer for the Companys subsidiaries, National Stem Cell, Inc. and StromaCel, Inc. Dr. Agarwal, 62 years old, became the Chief Scientific Officer for the Company's subsidiary, National Stem Cell, Inc. in June 2008 and became a member of the Scientific Advisory Board of the Company at the same time. Dr. Agarwal is a cardiologist and is in private practice in the fields of Internal Medicine and Cardiology from 1983  present.   Affiliated with four hospitals in New Jersey, his primary practice is at St. Josephs Hospital, Patterson, New Jersey. He also served as Section Chief, Division of Cardiology at Passaic Beth Israel Hospital (1994 - 1996). He is a member of a number of medical societies and committees including the New Jersey State Medical Society (since 1984). Dr. Agarwal is past president of the Passaic County Medical Society. He received his medical degree at the Medical College, Calcutta, India, in 1969.

Dr. Agarwal is a member of the American College of Cardiology and a Fellow of the American College of Cardiology (F.A.C.C.), a leading professional society representing heart specialists in the United States and abroad. Members of the F.A.C.C. include adult cardiologists, pediatric cardiologists, cardiovascular surgeons, researchers and academicians, and specialists in a cardiovascular-related field. Dr. Agarwal is certified in Internal Medicine by the American Board of Internal Medicine.



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.



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, 2010, 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 Mr. Fidler, a director, failed to file a timely Form 4 with respect to the issuance to him of 25,000 in January 2010. He has subsquently filed the form late.

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.



33



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.



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 2010, we did not make any annual cash incentive award to our employees, including our named executive officers.





34



Summary Compensation Table



The following Summary Compensation Table sets forth the compensation earned or awarded to our CEO, President and COO, CFO and other named executive officers during each of the two fiscal years ended December 31, 2010:



|                                               |      |            |           |                  |                   |                                            |                                        |                            |         
|---------------------------------------------- | ---- | ---------- | --------- | ---------------- | ----------------- | ------------------------------------------ | -------------------------------------- | -------------------------- | --------
|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 (1)               | 2008 | $250,000   | $75,000   | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $40,000                    | $365,500
|                                               | 2009 | $250,000   | $75,000   | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $40,000                    | $365,500
|                                               | 2010 | $250,000   | $75,000   | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $40,000                    | $365,500
|                                               |      |            |           |                  |                   |                                            |                                        |                            |         
|                                               |      |            |           |                  |                   |                                            |                                        |                            |         
|Kenneth Steiner
COO(2)                         | 2008 | $-0-       | -0-       | $540,000         | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $540,000
|                                               | 2009 | $-0-       | $-0-      | $600,000         | $-0-              | $ -0-                                      | $ -0-                                  | $ -0-                      | $600,000
|                                               | 2010 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|Antonio Moura
Treasurer, Former CFO(4)         | 2007 | $-0-       | -0-       | $384,800         | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $384,800
|                                               | 2008 | $-0-       | -0-       | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|                                               | 2009 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|Ian McNiece
Vice President                     | 2008 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|                                               | 2009 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|                                               | 2010 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|Steven Byle
Secretary(5)                       | 2008 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|                                               | 2009 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|                                               | 2010 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    
|Roger Fidler
Director(7)                       | 2010 | $-0-       | $-0-      | $23,750          | -0-               | $ -0-                                      | $-0-                                   | $-0-                       | $23,750 
|Robert Kohn
CFO(6)                             | 2009 | $75,000    | $-0-      | $177,500         | -0-               | $ -0-                                      | $-0-                                   | $-0-                       | $252,500
|                                               | 2010 | $-0-       | $-0-      | $-0-             | $-0-              | $ -0-                                      | $-0-                                   | $-0-                       | $-0-    









35



(1)  Mr. Cohen has accrued in 2008, 2009 and 2010 $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 2008, 2009 or 2010.

(2)  Dr. Steiner has not been issued any shares of common stock. Pursuant to an amendment of his consulting agreement with the Company, Dr. Steiner is entitled to a total of three hundred fifty (350,000) thousand shares, all of which shares shall be issued to him at the conclusion of the term of the Consulting Agreement. For financial statement purposes, the share issuance is valued as follows: 50,000 shares upon entering the agreement on May 17, 2008 and 50,000 shares every four month thereafter. Valuation of the shares is at the market price of the shares each four months subsequent to the date of the agreement. In the event Dr. Steiner resigns or is removed for cause prior to the termination date of the Agreement, he is not entitled to the issuance of any shares of our common stock. Dr. Steiners contract was not renewed on September, 2010.

(3)  Mr. Pensley has been issued 480,000 shares of common stock under a retainer agreement entered into in November 2007 which expired in November 2009. Shares have been valued at their market price on the date of grant. 180,000 of Mr. Pensleys shares were issued subsequent to the end of the 2008 fiscal year. Shares were valued at market on the dates of grant. Mr. Pensley resigned from his positions with the Company as Secretary and a Director on December 29, 2009.

(4)  Mr. Moura has been issued 104,000 shares of common stock under a retainer agreement entered into in November 2007 which expired in November 2009. Shares have been valued at their market price on the date of grant.  38,500 of Mr. Mouras shares were issued subsequent to the end of the 2008 fiscal year. Shares were valued at market on the dates of grant. Mr. Noura resigned August 4, 2010.

(5)  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.

(6)  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.

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, 2010.

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 leased by us for not more than $1,000 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

36

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.

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.

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.



37



|                                                                                          |  | 
|----------------------------------------------------------------------------------------- |  | 
|OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END                                              |  | 
|OPTION AWARDS                                                                STOCK AWARDS |  | 

|                 |                                                              |                                                                                                        |                                                                                                         |                              |                                |                                                                   |                                                                           |                                                                                                                     |                                                                                                                                       |  | 
|---------------- | ------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------- | ---------------------------- | ------------------------------ | ----------------------------------------------------------------- | ------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                 |                                                              |                                                                                                        |                                                                                                         |                              |                                |                                                                   |                                                                           |                                                                                                                     |                                                                                                                                       |  | 
|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.

Stock Option and Grant Plans

The Company recently 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.





38





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 16, 2011, 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 16, 2011 there were 5,985,556 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

16.4%

President, Chief Executive

Officer and Chairman of

the Board of Directors

187 Mill Lane

Mountainside, NJ 07052



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)



Jacob Cohen

25,000 shares

50.0%

25 Brook Place

West Orange, New Jersey 07052



Roger Fidler

Common Stock

35,000 shares

0.6%

Director and General Counsel

225 Franklin Avenue

Midland Park, New Jersey 07432



Steven Byle

Common Stock

265,005 shares

4.5%

Secretary and Director

187 Mill Lane

Mountainside, NJ 07052



Ian McNiece, PhD

Common Stock

85,600 shares

1.5%

Vice President, Scientific Development

821 Majorca Avenue,

Coral Gables Florida 33134.



Total Directors and Officers

1,346,065 shares

23.0%

and 5% stockholders



Directors and Officers

1,346,065 shares

23.0%



39





(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. Coehn 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 100 votes. It has not been included in the totals.

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. We have assigned all such rights to Proteoderm. 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. Proteoderm has no present intention of becoming a public company and has not held any preliminary discussions with underwriters and other fundraisers.

As of December 31, 2010, we owed Michael Cohen, President, approximately $1,175,000 representing unpaid salary. In addition, in 2010, Mr. Cohen lent the Company a total of approximately $361,280, with total loans outstanding of $925,625.

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

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.



40





The Cohen McNiece 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, Michael Cohen converted $112,500 and $210,000 in debt into 250,000 and 375,000 shares of the Companys common stock, respectively, and Steven Byle converted $100,000 of debt owed to him into 178,572 shares of the common stock. Mr. Cohen also received options on 1,000,000 shares of the Companys common stock exercisable for five years at $3.55 a share.

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 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 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 Policy prohibits the 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 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.



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 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 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, 2010 and 2009.



For the fiscal years ended December 31, 2010 and 2009, the Company paid (or will pay) the following fees for services rendered during the year or for the audit in respect of those years:





41







|                                                                                                                                                                                                                                                                                                                                                                                                                   |         |  |         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------- |  | ------- | 
|Fee Type                                                                                                                                                                                                                                                                                                                                                                                                           | 2010    |  | 2009   
|                                                                                                                                                                                                                                                                                                                                                                                                                   |         |  |         | 
|Audit Fees (1)                                                                                                                                                                                                                                                                                                                                                                                                     | $45,000 |  | $45,000
|Audit Related Fees (2)                                                                                                                                                                                                                                                                                                                                                                                             | -       |  | -      
|Tax Fees (3)                                                                                                                                                                                                                                                                                                                                                                                                       | -       |  | -      
|All Other Fees (4)                                                                                                                                                                                                                                                                                                                                                                                                 | -       |  | -      
|Total                                                                                                                                                                                                                                                                                                                                                                                                              | $45,000 |  | $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-1of 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, 2010 and 2009,

Consolidated Statements of Operations and for the years ended December 31, 2010, and 2009,

Consolidated Statements of Stockholders Equity (Deficit) for the years ended December 31, 2010, and 2009,

Consolidated Statements of Cash Flows for the years ended December 31, 2010, and 2009,

Notes to Consolidated Financial Statements.



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.





42





(b) The following exhibits are filed as part of this Annual Report on Form 10-K:

EXHIBITS



|            |                                                                                                                                                                          |                                |             |                | 
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------ | ----------- | -------------- | 
|            |                                                                                                                                                                          | 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             



43





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/ Michael Cohen
Michael Cohen
Chief Financial Officer
(Principal Financial and Accounting Officer)



Date: March 29, 2011



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.



|                                |                                                                                                                   |               
|------------------------------- | ----------------------------------------------------------------------------------------------------------------- | --------------
|Signature                       | Title                                                                                                             | Date          
|/s/ Michael Cohen
Michael Cohen | President, Chief Executive Officer, Chief Financial Officer and Secretary, Director
(Principal Executive Officer) | March 29, 2011
|/s/ Steven Byle
Steven Byle     | Director                                                                                                          | March 29, 2011
|/s/ Ian McNiece
Ian McNiece     | Director                                                                                                          | March 29, 2011
|/s/ Roger Fidler
Roger Fidler   | Director                                                                                                          | March 29, 2011

















44





PROTEONOMIX, INC. 
  FINANCIAL STATEMENTS 
  INDEX



|                                                                                             |     
|-------------------------------------------------------------------------------------------- | ----
|                                                                                             | Page
|Report of Independent Registered Public Accounting Firm                                      | F-2 
|Balance Sheets at December 31, 2010 and 2009                                                 | F-3 
|Statements of Operations for the years ended December 31, 2010 and 2009                      | F-4 
|Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2010 and  2009 | F-5 
|Statements of Cash Flows for the years ended December 31, 2010 and 2009                      | F-6 
|Notes to Financial Statements                                                                | F-7 

F-1









PROTEONOMIX, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

TOGETHER WITH THE REPORT OF THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM





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, 2010 and 2009 and the related consolidated statements of operations, changes in stockholders equity (deficit), and cash flows for the years ended December 31, 2010 and 2009. 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, 2010 and 2009, and the results of its consolidated statements of operations, changes in stockholders equity (deficit), and cash flows for the years ended December 31, 2010 and 2009 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

28

, 2011



F-2

|                                                                 |  |                           |  |                         | 
|---------------------------------------------------------------- |  | ------------------------- |  | ----------------------- | 
|PROTEONOMIX, INC.                                               
|CONSOLIDATED BALANCE SHEETS                                     
|DECEMBER 31, 2010 AND 2009                                      
|                                                                 |  |                           |  |                         | 
|ASSETS                                                           |  |                           |  |                         | 
|                                                                 |  | DECEMBER 31,              |  | DECEMBER 31,            | 
|                                                                 |  | 2010                      |  | 2009                    | 
|Current Assets:                                                  |  |                           |  |                         | 
|Cash and cash equivalents                                        |  | $                      18 |  | $                99,827 | 
|Accounts receivable, net                                         |  | 15,379                    |  | 41,813                  | 
|Inventory                                                        |  | 187,299                   |  | 192,465                 | 
|                                                                 |  |                           |  |                         | 
|Total Current Assets                                             |  | 202,696                   |  | 334,105                 | 
|                                                                 |  |                           |  |                         | 
|Fixed assets, net of depreciation                                |  | 31,928                    |  | 41,077                  | 
|                                                                 |  |                           |  |                         | 
|Other Assets:                                                    |  |                           |  |                         | 
|Intangible assets, net of amortization                           |  | 242,439                   |  | 35,839                  | 
|Intellectual Property License, net of amortization               |  | 3,175,098                 |  | -                       | 
|                                                                 |  |                           |  |                         | 
|Total Other Assets                                               |  | 3,417,537                 |  | 35,839                  | 
|                                                                 |  |                           |  |                         | 
|TOTAL ASSETS                                                     |  | $            3,652,161    |  | $              411,021  | 
|                                                                 |  |                           |  |                         | 
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                   |  |                           |  |                         | 
|                                                                 |  |                           |  |                         | 
|LIABILITIES                                                      |  |                           |  |                         | 
|Current Liabilities:                                             |  |                           |  |                         | 
|Obligation to issue common stock                                 |  | $            1,144,000    |  | $            1,733,606  | 
|Current portion of notes payable - related parties               |  | 1,098,421                 |  | 417,631                 | 
|Current portion of notes payable                                 |  | -                         |  | 392,675                 | 
|Current portion of convertible note                              |  | 1,900,000                 |  |                         | 
|Accounts payable and accrued expenses                            |  | 2,952,590                 |  | 2,359,116               | 
|                                                                 |  |                           |  |                         | 
|Total Current Liabilities                                        |  | 7,095,011                 |  | 4,903,028               | 
|                                                                 |  |                           |  |                         | 
|Total Liabilities                                                |  | 7,095,011                 |  | 4,903,028               | 
|                                                                 |  |                           |  |                         | 
|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 5,161,984 and 4,264,664 shares issued and outstanding        |  | 5,162                     |  | 4,265                   | 
|Additional paid-in capital                                       |  | 15,919,761                |  | 11,401,466              | 
|Retained earnings (deficit)                                      |  | (19,368,023)              |  | (15,897,988)            | 
|                                                                 |  |                           |  |                         | 
|Total Stockholders Equity (Deficit)                             |  | (3,442,850)               |  | (4,492,007)             | 
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             |  | $            3,652,161    |  | $              411,021  | 
|                                                                 |  |                           |  |                         | 

The accompanying notes are an integral part of these consolidated financial statements



F-3

PROTEONOMIX, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009YEARS ENDEDDECEMBER 31,20102009OPERATING REVENUESSales$           83,321$       141,647COST OF GOODS SOLDInventory - beginning192,465191,775Purchases10,68423,882203,149215,657Inventory - end(187,299)(192,465)Total Cost of Goods Sold15,85023,192GROSS PROFIT (LOSS)67,471118,455OPERATING EXPENSESWages and wage related expenses391,682578,810Stock based compensation182,67515,395Professional, consulting and marketing fees2,137,3652,722,935Other general and administrative expenses561,213606,153Depreciation and amortization244,60713,906Total Operating Expenses3,517,5423,937,199LOSS BEFORE OTHER INCOME (EXPENSE)(3,450,071)(3,818,744)Interest income (expense), net(19,026)(39,268)Total Other Income (expense)(19,026)(39,268)NET LOSS BEFORE PROVISION FOR INCOME TAXES(3,469,097)(3,858,012)Provision for Income Taxes(938)-NET LOSS APPLICABLE TO COMMON SHARES$     (3,470,035)$   (3,858,012)NET LOSS PER BASIC AND DILUTED SHARES$             (0.75)$          (1.16)WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING4,629,8623,325,274


The accompanying notes are an integral part of these consolidated financial statements

F-4



|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                    |  |  | 
|-------------------------------------------------------------------- | ----------------- |  | ----------------- |  | ----------------- |  | --------------- |  | ------------ |  | ----------- |  | ------------------- |  | --------------- |  | ---------------- |  | ----------------- |  | ------------------ |  |  | 
|PROTEONOMIX, INC.                                                   
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)
|FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009                      
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                   
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  | 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 December 31, 2008                                            | -                 |  | $             -   |  | -                 |  | $             - |  | -            |  | $        -  |  | 2,360,874           |  | $         2,361 |  | $      4,614,155 |  | $    (12,039,976) |  | $      (7,423,460)
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                   
|Preferred shares issued for obligation to issue shares               | 200,000           |  | 200               |  | 6                 |  | -               |  | -            |  | -           |  | -                   |  | -               |  | 1,800            |  | -                 |  | 2,000             
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                   
|Preferred shares issued in accordance with agreement with CEO        | -                 |  | -                 |  | -                 |  | -               |  | 50,000       |  | 50          |  | -                   |  | -               |  | -                |  | -                 |  | 50                
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                   
|Shares issued for obligation to issue shares                         | -                 |  | -                 |  | -                 |  | -               |  | -            |  | -           |  | 1,137,990           |  | 1,138           |  | 5,081,642        |  | -                 |  | 5,082,780         
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                   
|Shares issued for services                                           | -                 |  | -                 |  | -                 |  | -               |  | -            |  | -           |  | 765,800             |  | 766             |  | 1,688,474        |  | -                 |  | 1,689,240         
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                   
|Stock based compensation on options issued                           | -                 |  | -                 |  | -                 |  | -               |  | -            |  | -           |  | -                   |  | -               |  | 15,395           |  | -                 |  | 15,395            
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                   
|Net loss for the year ended December 31, 2009                        | -                 |  | -                 |  | -                 |  | -               |  | -            |  | -           |  | -                   |  | -               |  | -                |  | (3,858,012)       |  | (3,858,012)       
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                   
|Balance December 31, 2009                                            | 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)
|                                                                     |                   |  |                   |  |                   |  |                 |  |              |  |             |  |                     |  |                 |  |                  |  |                   |  |                   

The accompanying notes are an integral part of these consolidated financial statements

F-5

PROTEONOMIX, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009YEARS ENDEDDECEMBER 31,20102009CASH FLOWS FROM OPERATING ACTIVITIESNet loss$  (3,470,035)$  (3,858,012)Adjustments to reconcile net loss to net cashused in operating activities:Depreciation and amortization244,60713,906Common stock issued for consulting services57,3871,689,240Preferred stock issued for agreement-50Stock based compensation182,67515,395Obligation to issue common shares - services1,712,0631,108,950Changes in assets and liabilitiesDecrease in accounts receivable26,43495,622(Increase) decrease in inventory5,166(690)Increase in accounts payable andand accrued expenses676,369729,743Total adjustments2,904,7013,652,216Net cash (used in) operating activities(565,334)(205,796)CASH FLOWS FROM FINANCING ACTIVITESIncrease in patent fees(215,265)-Net cash (used in) investing activities(215,265)-CASH FLOWS FROM FINANCING ACTIVITESProceeds from notes payable - related parties680,790305,508Net cash provided by financing activities680,790305,508NET INCREASE (DECREASE) INCASH AND CASH EQUIVALENTS(99,809)99,712CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD99,827115CASH AND CASH EQUIVALENTS - END OF PERIOD$              18$        99,827CASH PAID DURING THE YEAR FOR:Income taxes$            938$                -Interest expense$                -$                -SUPPLEMENTAL NONCASH INFORMATION:Common stock issued for consulting services$        57,387$   1,689,240Conversion of obligation to issue common shares to common stockand additional paid in capital$      300,593$   5,082,780Conversion of obligation to issue preferred shares to preferred stockand additional paid in capital$              -$         2,000Conversion of notes payable and accrued interest for common stockand additional paid in capital$      417,879$              -Conversion of accounts payable for common stockand 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$              -Issuance of common stock in conversion of convertible note$      100,000$              -


The accompanying notes are an integral part of these consolidated financial statements

F-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 hormones 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.

On August 6, 2010 the Company formed a new subsidiary XGen Medical LLC, a Nevis British Virgin Islands entity (XGen Medical or XGen). X Gen 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 Erps Jones, the counterparties to the XGen Medical Agreement. The minority shareholders that are in default will be pursued by all legal means.  XGen, for the year ended December 31, 2010 and as of December 31, 2010, has only recorded those agreements that were negotiated by Proteonomix, Inc., the 100% owner of XGen.

The Company owns and operates six subsidiaries, The Sperm Bank of New York, Inc., Proteoderm, Inc., National Stem Cell, Inc., PRTMI, StromaCel, Inc. and XGen Medical, LLC.

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.

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 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-7





Going Concern

During the year ended December 31, 2010, the Companys revenue generating activities consisting solely of the sperm bank activities have not produced sufficient funds for profitable operations and we 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 have recently established a majority owned subsidiary in XGen Medical, LLC which will provide a new source of revenue, and continue to develop out stem cell technology and cosmeceutical product line. We anticipate revenues to commence by the end of 2011 on these products. We have outstanding trade and accrued payables of $2,952,590 which include accrued salaries due to our management of $1,362,500. In addition to these payables, we have outstanding loans from our Senior Officers of $1,098,421.

As shown in the accompanying consolidated financial statements the Company has incurred recurring losses of $3,470,035 and $3,858,012 for the years ended December 31, 2010 and 2009 respectively.  In addition, the Company has a working capital deficit in the amount of $6,892,315 as of December 31, 2010. 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, 2010 and 2009, 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, 2010, we had a cash balance of $18. 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 $175,000 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.



There is no guarantee that the Company will be able to raise enough 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.

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.

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 not currently being amortized because the license is perpetual. The Company will test for impairment on an annual basis and impair the value if necessary.



F-8



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 $144,310 for doubtful accounts at December 31, 2010.

Accounts receivable will generally be due within 30 days and collateral is not required.

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, 2010 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; equipment - 5 years, and furniture and fixtures - 5 years.

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-9







The following is a reconciliation of the computation for basic and diluted EPS:





December 31, 2010

December 31, 2009

Net loss

$ (3,470,035)

$  (3,858,012)

Weighted-average common shares

Outstanding (Basic)

4,629,862

3,325,274



Weighted-average common stock

Equivalents

Series A1 Preferred Stock

2,000,000



2,000,000

Stock options



1,122,498



20,000

Warrants

-

-



Weighted-average commons shares

Outstanding (Diluted)

7,752,360

5,345,274



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.







F-10







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, 2010 and 2009 and for the years ended December 31, 2010 and 2009.

Inventory

Inventory is valued at the lower of cost (on a first-in, first-out (FIFO) basis) or market. Inventory of $187,299 as of December 31, 2010 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.



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 has applied the provisions in ASC 810-10-45 to the financial information for the years ended December 31, 2010. For 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 September 2006, ASC issued 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of ASC 820 is not expected to have a material impact on the financial statements.

In February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of ASC 320-10, (ASC 825-10") which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. ASC 825-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

In December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements. ASC 810-10-65 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parents ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parents ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment.

ASC 810-10-65 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Management is determining the impact that the adoption of ASC 810-10-65 will have on the Companys financial position, results of operations or cash flows.

In December 2007, the Company adopted ASC 805,Business Combinations (ASC 805"). ASC 805 retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  ASC 805 will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  ASC 805 will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.





F-11





ASC 805 will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, ASC 805 will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption is not permitted and the ASC is to be applied prospectively only.  Upon adoption of this ASC, there would be no impact to the Companys results of operations and financial condition for acquisitions previously completed.  The adoption of ASC 805 is not expected to have a material effect on the Companys financial position, results of operations or cash flows.

In March 2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging Activities", (ASC 815"). ASC 815 requires enhanced disclosures about an entitys derivative and hedging activities. These enhanced disclosures will discuss: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for and its related interpretations; and how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. ASC 815 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that ASC 815 will have an impact on their results of operations or financial position.

In April 2008, ASC issued ASC 350, Determination of the Useful Life of Intangible Assets". This amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC 350. The guidance is used for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company does not believe ASC 350 will materially impact their financial position, results of operations or cash flows.

ASC 470-20, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" (ASC 470-20") requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuers non-convertible debt borrowing rate. ASC 470-20 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not believe that the adoption of ASC 470-20 will have a material effect on its financial position, results of operations or cash flows.

ASC 815-40, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entitys Own Stock" (ASC 815-40"), provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entitys own stock and it applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative. ASC 815-40 also applies to any freestanding financial instrument that is potentially settled in an entitys own stock. The Company is determining what impact, if any, ASC 815-40 will have on its financial position, results of operations and cash flows.

ASC 470-20-65, Transition Guidance for Conforming Changes to, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" (ASC 470-20-65"). ASC 470-20-65 is effective for years ending after December 15, 2008. The overall objective of ASC 470-20-65 is to provide for consistency in application of the standard. The Company has computed and recorded a beneficial conversion feature in connection with certain of their prior financing arrangements and does not believe that ASC 470-20-65 will have a material effect on that accounting.

In May 2009, the FASB published ASC 855, Subsequent Events" (ASC 855"). ASC 855 requires the Company to disclose the date through which subsequent events have been evaluated and whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. ASC 855 is effective for financial periods ending after June 15, 2009.

Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and Disclosures (Topic 820) (ASU 2009-05"). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures  Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted market price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required for Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Companys results of operations or financial condition.

In January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements(ASU 2010-06). These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require new disclosures of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. These new disclosures are effective beginning with the first interim filing in 2010. The disclosures about the roll forward of information in Level 3 are required for the Company with its first interim filing in 2011. The Company does not believe this standard will impact their financial statements.





F-12





In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This update addresses both the interaction of the requirements of Topic 855, Subsequent Events, with the SECs reporting requirements and the intended breadth of the reissuance disclosures provision related to subsequent events (paragraph 855-10-50-4). The amendments in this update have the potential to change reporting by both private and public entities, however, the nature of the change may vary depending on facts and circumstances. Adoption of ASU 2010-09 did not have a material impact on the Companys consolidated results of operations or financial condition.

Other ASUs that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.



NOTE 3 -FIXED ASSETS

Fixed assets as of December 31, 2010 and 2009 were as follows:

Estimated

Useful Lives            December 31,    December 31,

(Years)                          2010                  2009

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

(36,551)            (27,402)

Fixed assets, net

$31,928            $ 41,077



There was $9,149 and $9,149 charged to operations for depreciation expense for the years ended December 31, 2010 and 2009, respectively.







F-13





NOTE 4 -INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY LICENSE



Intangible assets as of December 31, 2010 and 2009 were as follows:



Estimated

Useful Lives    December 31,            December 31,

(Years)          2010                     2009

Patents and Trademarks

10

$262,831

$47,566

Less: accumulated amortization

(20,392)                     (11,727)

Intangible assets, net

$242,439                  $35,839



The Intellectual Property License as of December 31, 2010 and 2009 were as follows:



Estimated

Useful Lives    December 31,          December 31,

(Years)          2010            2009

Intellectual Property License

10

$3,401,891

$-

Less: accumulated amortization

(226,793)                    (-)

Intellectual Property License, net

$3,175,098                   $-



There was $247,184 and $4,757 charged to operations for amortization expense for the years ended December 31, 2010 and 2009, respectively.







F-14



NOTE 5 - PROMISSORY NOTES

The Company had outstanding $0 in promissory notes payable and $0 in accrued interest as of December 31, 2010.  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 noteholders 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 as of December 31, 2010.



NOTE 6 - RELATED PARTY LOANS

The Company has unsecured loans and advances with officers of $1,098,421 as of December 31, 2010. 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. 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 $1,362,500 as of December 31, 2010. This amount has been included in current liabilities on the consolidated balance sheets.

NOTE 7  CONVERTIBLE NOTE

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. As of December 31, 2010 the balance on the convertible note is $1,900,000. The Company has reflected this note as a current liability as it is due on demand.



NOTE 8 - LICENSING AGREEMENTS

The John Hopkins University

On November 14, 2005, the Company 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 the Company and the Company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 June 30, 2010, the Company has $190,000 outstanding, respectively to JHU under the terms of the agreement.

The Company is currently in default on the John Hopkins obligation, and in the third and fourth quarters of 2010, made payments totaling $100,000 against this payable. As of December 31, 2010, the total outstanding liability is $90,000. The Company will continue to make payments to fully satisfy this liability.







F-15





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.  TheTechnology 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.

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.

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 n the amount of $249 per month.

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; and c) an increase in the vehicle allowance to $1,000 per month.

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.





F-16



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.

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.

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, 2010. 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 were $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.

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, 2010, no products have been purchased.  The Company did not meet the terms of the agreement due to delays in financing.

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.



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-17





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, 2010, 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.

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. The 50,000 shares of the Series C Preferred Stock were issued in July 2009.



December 31, 2010

|                |                 |              |                  |           |            |                 |                           
|--------------- | --------------- | ------------ | ---------------- | --------- | ---------- | --------------- | --------------------------
|                |                 |              |                  |           |            |                 |                           
|Preferred Stock | Authorized Date | Issue Date   | Number of Shares | Par Value | Fair Value | Intrinsic Value | Conversion to Common Stock
|Series A" (1)  | January 2005    | May, 2009    | 200,000          | $.001     | $2,000     | $2,000          | 10:1                      
|Series B" (1)  | January 2005    | May, 2009    | 6                | $.001     | <$1        | <$1             | None                      
|Series C" (2)  | July 1, 2009    | July 1, 2009 | 50,000           | $.001     | $50        | $50             | None                      



(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 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.







F-18



Common Stock

As of December 31, 2010, 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 5,161,984 shares issued and outstanding as of December 31, 2010.

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 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.

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.

The shares issued are exempt from registration under Sec. 4(2) of the Securities Act of 1933.

Warrants

The Company had granted 16,500 warrants to holders of certain of the promissory notes. The warrants were issued in 2007 and were to expire five years later. The exercise price of the warrants was $20.00 per share. The warrants were valued at a value of $108,854 utilizing the Black-Scholes method. The warrants were converted into shares of common stock for issuance in 2008. At December 31, 2010, there are no warrants outstanding.



The value of the warrants has been determined using the Black-Scholes pricing model using the following assumptions:

|                              |         
|----------------------------- | --------
|                              |         
|Expected term (in years)      | 5 years 
|Expected stock volatility     | 100%    
|Expected stock dividend yield | 0%      
|Risk-free interest rate       | 3%      
|Fair value per warrant        | $6.60   
|Number of warrants            | 16,500  
|Value of warrants             | $108,854
|Relative value of warrants    | $82,158 



The warrant agreements contained no clauses regarding adjustments to exercise price, net settlement provisions, and registration rights or liquidated damages clauses.  The entire $82,158 was reflected as a discount on the notes and was amortized completely in 2007 and included as interest expense.





F-19





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.



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, 2010                                                       |                      |                    |                    |            |        
|Stock Options                                                           | Number               | Exercise Price (1) | Relative Value (2) | Fair Value | Term   
|Outstanding at Beginning
of the Year (3)                                | 20,000               | $2.50              | $15,395            | $50,000    | 5 Years
|Kishore Ahuja, M.D. (4)                                                 | 15,000               | $3.50              | $13,494            | $52,500    | 5 Years
|Michael Cohen, President (5)                                            | 1,000,000            | $3.55              | $3,401,891         | $3,550,000 | 5 Years
|Wolfe, Axelrod & Weinberger (6)                                         | 75,000               | $5.00              | $51,944            | $375,000   | 5 Years
|Logoform AG (7)                                                         | 100,000              | $5.00              | $69,257            | $500,000   | 5 Year 
|Cancelled options (6 and 7)

Options Outstanding at the End of the
Year | (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.

(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.









F-20



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, 2010, deferred tax assets consist of the following:



Net operating losses

$ 5,917,452

Valuation allowance

(5,917,452)

$

-



At December 31, 2010, the Company had a net operating loss carry-forward in the amount of $17,404,270 available to offset future taxable income through 2030.  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, 2010 and 2009 is summarized as follows:

December 31, 2010

December 31, 2009

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

%



F-21



NOTE 11 -

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.

The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:



|             |         |         |         |      
|------------ | ------- | ------- | ------- | -----
|             | Level 1 | Level 2 | Level 3 | Total
|             |         |         |         |      
|Cash         | 18      | -       | -       | 18   
|             |         |         |         |      
|Total assets | 18      | -       | -       | 18   

NOTE 12 - 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 and StromaCel.

Operating segment data for the year ended December 31, 2010 is as follows:



|                                  |              |            |            |                     |                 |  |              | 
|--------------------------------- | ------------ | ---------- | ---------- | ------------------- | --------------- |  | ------------ | 
|                                  | Stem-Cell    | Proteoderm | Sperm Bank | PRTMI & PRTMI RD(1) | StromaCel/ XGen |  | Total        | 
|Sales                             | $ -          | $ -        | $83,321    | $ -                 | $ -             |  | $83,321      | 
|Cost of sales                     | $ -          | $ -        | $15,850    | $ -                 | $ -             |  | $15,850      | 
|Gross profit                      | $ -          | $ -        | $67,471    | $ -                 | $ -             |  | $67,471      | 
|Operating expenses                | $3,079,890   | $23,282    | $105,357   | $5,000              | $60,344         |  | $3,273,873   | 
|Depreciation and amortization     | $17,814      | $ -        | $ -        | $ -                 | $ 226,793       |  | $244,607     | 
|Other 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      |  | $3,652,161   | 
|Fixed Assets, net of depreciation | $31,928      | $ -        | $ -        | $ -                 | $ -             |  | $31,928      | 

(1)

PRTMI RD is a wholly-owned subsidiary of PRTMI.

For the year ended December 31, 2009

|                                  |              |            |              | 
|--------------------------------- | ------------ | ---------- | ------------ | 
|                                  |              |            |              | 
|                                  | Stem-Cell    | Sperm Bank | Total        | 
|Sales                             | $ -          | $141,647   | $141,647     | 
|Cost of sales                     | $ -          | $23,192    | $23,192      | 
|Gross profit                      | $ -          | $118,455   | $118,455     | 
|Operating expenses                | $3,708,725   | $214,568   | $3,923,293   | 
|Depreciation and amortization     | $13,906      | $ -        | $13,906      | 
|Other income (expense)            | ($39,268)    | $ -        | ($39,268)    | 
|Net income (loss)                 | ($3,761,899) | ($93,113)  | ($3,858,012) | 
|                                  |              |            |              | 
|Segment assets                    | $176,838     | $234,183   | $411,021     | 
|Fixed Assets, net of depreciation | $41,077      | $ -        | $41,077      | 



F-22



NOTE 13  SUBSEQUENT EVENTS



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 short or long term.



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 was 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.



In January, the Company issued previously approved shares of the Company common stock to Michael Cohen, 625,000 shares for debt conversion of $322,500, and Steven Byle, 178,572 shares for debt conversion of $100,000.



On February 1, 2011, the Company filed an additional patent application. The application has been filed 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 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 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s legal counsel is investigating this claim, however the Company does not believe that the amount is owed. As of December 31, 2010, the Company has included this amount in its accounts payable and accrued expenses while they determine if the amount claimed is due.





F-23