UNITED STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-Q
  (Mark One)
 þ
                  QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
      SECURITIES EXCHANGE ACT OF
1934
 
 For
the quarterly period ended: March 31, 2010
 
 o
                  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. 000-53127
  GENESIS
BIOPHARMA, INC.
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              
              75-3254381(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)1601
      N. Sepulveda Blvd., #632,
                Manhattan
      Beach, CA
              
              90266(Address
      of principal executive offices)
              
              (Zip
      Code)
 
 (866) 963-2220
 (Registrant’s
telephone number, including area code)
 
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 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 þ No o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes 
o No  o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer o
              
              Accelerated
      filer oNon-accelerated
      filer o
         (Do not check if a smaller reporting company)
              
              Smaller
      reporting company þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
 Yes 
o  No 
þ
 
 Indicate
the number of shares outstanding of each of the issuer’s classes of common stock
as of the latest practicable date: As of May 13, 2010, there were 71,860,008
shares of common stock outstanding.
 
 
 TABLE OF
CONTENTS
 
 PART
      I — FINANCIAL INFORMATION
              
              1Item 1.
      Financial Statements (unaudited)
              
              1Item 2.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations
              
              9Item 3.
      Quantitative and Qualitative Disclosures About Market Risk
              
              12Item 4.
      Controls and Procedures
              
              12PART
      II — OTHER INFORMATION
              
              12Item 1.
      Legal Proceedings
              
              12Item 1A.
      Risk Factors
              
              12Item 2.
      Unregistered Sales of Equity Securities and Use of
Proceeds
              
              12Item 3.
      Defaults Upon Senior Securities
              
              13Item 4.
      [Removed and Reserved]
              
              13Item 5.
      Other Information
              
              13Item 6.
      Exhibits
              
              13SIGNATURES
              
              14
 
 
 PART
1 — FINANCIAL INFORMATION
 
 Item
1. Financial Statements
  Genesis Biopharma,
Inc.
  Condensed
Consolidated Balance Sheets
 
 March
      31,
              
              
              December
      31,2010
              
              
              2009(unaudited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
              
              $
              311,799
              
              
              $
              8,257Deposit
              
              
              150
              
              
              
              150Prepaid
      expenses
              
              
              5,000
              
              
              
              -TOTAL
      CURRENT ASSETS
              
              
              316,949
              
              
              
              8,407INTANGIBLE
      ASSETSWebsite,
      net of accumulated depreciation
              
              
              2,081
              
              
              
              1,225Intellectual
      property licenses
              
              
              217,408
              
              
              
              -TOTAL
      ASSETS
              
              $
              536,438
              
              
              $
              9,632LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
              
              $
              17,061
              
              
              $
              -Due
      to director
              
              
              18,137
              
              
              
              23,120TOTAL
      CURRENT LIABILITIES
              
              
              35,198
              
              
              
              23,120STOCKHOLDERS'
      EQUITYCommon
      stock; $0.000041666 par value; 1,800,000,000 shares authorized;
      71,860,008 and 121,440,000 shares issued and outstanding,
      respectively
              
              
              2,994
              
              
              
              5,060Additional
      paid-in capital
              
              
              640,414
              
              
              
              55,940Accumulated
      deficit
              
              
              (142,168
              )
              
              
              (74,488
              )TOTAL
      STOCKHOLDERS' EQUITY
              
              
              501,240
              
              
              
              (13,488
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              536,438
              
              
              $
              9,632
 
 See notes
to condensed consolidated financial statements
  1
 
 Genesis
Biopharma, Inc.
  Condensed
Consolidated Statements of Operations
 (unaudited)
 
 Three
      Months Ended

                  March
      31,
              
              
              Inception
      on September 17,
                2007
      to March
      31,2010
              
              
              2009
              
              
              2010REVENUE
              
              $
              -
              
              
              $
              -
              
              
              $
              -OPERATING
      EXPENSES:General
      and administrative
              
              
              67,680
              
              
              
              6,612
              
              
              
              142,168LOSS
      FROM OPERATIONS
              
              
              (67,680
              )
              
              
              (6,612
              )
              
              $
              (142,168
              )NET
      LOSS
              
              $
              (67,680
              )
              
              $
              (6,612
              )
              
              $
              (142,168
              )NET
      LOSS PER SHARE:BASIC
      AND DILUTED
              
              $
              (0.00
              )
              
              $
              (0.00
              )WEIGHTED
      AVERAGE SHARES OUTSTANDING:BASIC
      AND DILUTED
              
              
              113,176,668
              
              
              
              121,440,000
 
 See notes
to condensed consolidated financial statements
 
 2
  Genesis
Biopharma, Inc.
 
 Condensed
Consolidated Statement of Stockholders' Equity
 (unaudited)
 
 Additional
              
              
              
              
              
              TotalCommon
      stock
              
              
              paid-in
              
              
              Accumulated
              
              
              stockholders'Shares
              
              
              Amount
              
              
              capital
              
              
              Deficit
              
              
              equityInitial
      capitalization, sale of common stock to directors on September 17,
      2007
              
              
              96,000,000
              
              
              $
              4,000
              
              
              $
              4,000
              
              
              $
              -
              
              
              $
              8,000Private
      placement closed December 31, 2007
              
              
              25,440,000
              
              
              
              1,060
              
              
              
              51,940
              
              
              
              
              
              
              
              53,000Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,576
              )
              
              
              (1,576
              )Balance,
      December 31, 2007
              
              
              121,440,000
              
              
              
              5,060
              
              
              
              55,940
              
              
              
              (1,576
              )
              
              
              59,424Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (57,140
              )
              
              
              (57,140
              )Balance,
      December 31, 2008
              
              
              121,440,000
              
              
              
              5,060
              
              
              
              55,940
              
              
              
              (58,716
              )
              
              
              2,284Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (15,772
              )
              
              
              (15,772
              )Balance,
      January 1, 2010
              
              
              121,440,000
              
              
              
              5,060
              
              
              
              55,940
              
              
              
              (74,488
              )
              
              
              (13,488
              )Shares
      cancelled
              
              
              (83,339,976
              )
              
              
              (3,472
              )
              
              
              3,472
              
              
              
              -
              
              
              
              -Common
      Stock sold in Private Placement
              
              
              12,799,968
              
              
              
              533
              
              
              
              364,467
              
              
              
              
              
              
              
              365,000Common
      Stock issued for intellectual property
              
              
              20,960,016
              
              
              
              873
              
              
              
              216,535
              
              
              
              
              
              
              
              217,408Net
      loss for the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (67,680
              )
              
              
              (67,680
              )Balance,
      March 31, 2010
              
              
              71,860,008
              
              
              $
              2,994
              
              
              $
              640,414
              
              
              $
              (142,168
              )
              
              $
              501,240
 
 See notes
to condensed consolidated financial statements
 
 3
  Genesis
Biopharma, Inc.
 
 Condensed Consolidated Statements of
Cash Flows
 (unaudited)
  Three months
      ended
                  March
      31,
                
                
                
                Inception on
                  September17,
                  2007
      to
                  March
      31,CASH
      FLOWS FROM OPERATING ACTIVITIES:
                
                
                2010
                
                
                
                2009
                
                
                
                2010Net
      loss
                
                $
                (67,680
                )
                
                $
                (6,612
                )
                
                $
                (142,168
                )Adjustment
      to reconcile net loss to net cash used in operating
      activities:Amortization
                
                
                -
                
                
                
                333
                
                
                
                2,775Changes
      in assets and liabilities:Prepaid
      expenses
                
                
                (5,000
                )
                
                
                -
                
                
                
                (5,000
                )Accounts
      payable and accrued expenses
                
                
                17,061
                
                
                
                3,042
                
                
                
                17,061Deposit
                
                
                -
                
                
                
                -
                
                
                
                (150
                )Net
      cash used in operating activities
                
                
                (55,619
                )
                
                
                (3,237
                )
                
                
                (127,482
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Website
                
                
                (856
                )
                
                
                -
                
                
                
                (4,856
                )Net
      cash used in investing activities
                
                
                (856
                )
                
                
                -
                
                
                
                (4,856
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of common stock
                
                
                365,000
                
                
                
                -
                
                
                
                426,000Due
      to director
                
                
                (4,983
                )
                
                
                1,900
                
                
                
                18,137Net
      cash provided by financing activities
                
                
                360,017
                
                
                
                1,900
                
                
                
                444,137NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                
                
                303,542
                
                
                
                (1,337
                )
                
                
                311,799CASH
      AND CASH EQUIVALENTS, Beginning of period
                
                
                8,257
                
                
                
                2,905
                
                
                
                -CASH
      AND CASH EQUIVALENTS, End of period
                
                $
                311,799
                
                
                $
                1,568
                
                
                $
                311,799SUPPLEMENTAL
      DISCLOSURES OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:Taxes
      paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -Interest
      paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:Common
      stock issued for intellectual property
                
                $
                217,408
                
                
                $
                -
                
                
                $
                217,408
   See notes
to condensed consolidated financial statements
 4
  GENESIS BIOPHARMA,
INC.
  NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 For
the Three Months Ended March 31, 2010 and 2009 (Unaudited)
 
 NOTE 1. GENERAL ORGANIZATION
AND BUSINESS
 
 The
Company was originally incorporated under the laws of the state of Nevada on
September 17, 2007. The Company has had limited operations, is considered a
development stage company, and has had no revenues from operations to
date.  The Company has adopted a December 31 year end.
 
 Our
initial operations included organization, capital formation, target market
identification, new product development and marketing plans. As a result of our
acquisition of the assets related to the Anti-CD55 Antibody Program and the
License Agreement (see Notes 3 and 5), we have become a biopharmaceutical
company engaged in the development and commercialization of drugs and other
clinical solutions for underserved diseases, including metastatic cancers and
lethal infectious diseases.
  On March
15, 2010, the Company (then named Freight Management Corp.) and Genesis
Biopharma, Inc., a Nevada corporation and a newly formed merger subsidiary
wholly owned by the Company (“Merger Sub”), consummated a merger transaction
(the “Merger”) whereby Merger Sub merged into the Company, with the Company as
the surviving corporation.  The Company and Merger Sub filed the
Articles of Merger on March 15, 2010 with the Secretary of State of Nevada,
along with the Agreement and Plan of Merger entered into by the two parties
effective as of March 15, 2010 (the “Merger Agreement”).  The Merger
Agreement and the Articles of Merger provided for an amendment of the Company’s
Articles of Incorporation, which changed the Company’s name to “Genesis
Biopharma, Inc.” effective as of March 15, 2010.
 
 On March
15, 2010, the Company also effected a 24−for−1 forward stock split, with a
record date of March 15, 2010, and correspondingly increased the number of its
authorized shares to 1,800,000,000 and reduced the par value of each share from
$0.001 to $0.000041666.  All share and per share amounts have been
retroactively restated as if the stock split had occurred during the earliest
period presented.
 
 Basis
of Presentation of Unaudited Financial Information
 
 The
unaudited financial statements of the Company for the three months ended March
31, 2010 and 2009 have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and pursuant to the requirements for reporting on Form 10-Q and
Regulation S-K for scaled disclosures for smaller reporting
companies.  Accordingly, they do not include all the information and
footnotes required by accounting principles generally accepted in United States
of America for complete financial statements.  However, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for the fair
presentation of the financial position and the results of operations. Results
shown for interim periods are not necessarily indicative of the results to be
obtained for a full fiscal year.  The balance sheet information as of
December 31, 2009 was derived from the audited financial statements included in
the Company's financial statements as of and for the years ended December 31,
2009 and 2008 to Form 10-K filed with the SEC on March 31, 2010. These financial
statements should be read in conjunction with that report.
 
 Going
Concern
 
 The
Company’s condensed consolidated financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. The Company is
in the development stage and has not generated any revenues from operations to
date, and does not expect to do so in the foreseeable future.  The
Company has experienced recurring operating losses and negative operating cash
flows since inception, and has financed its working capital requirements through
the recurring sale of its equity securities.  As a result, the
Company’s independent registered public accounting firm, in its report on the
Company’s 2009 consolidated financial statements included in the Company’s
Annual Report on Form 10-K filed on March 31, 2010, has raised substantial doubt
about the Company’s ability to continue as a going concern.
 
 The
Company’s ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital and to ultimately achieve sustainable
revenues and profitable operations. The Company’s consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties. At March 31, 2010, the Company had not yet commenced any
revenue-generating operations. As such, the Company has yet to generate any cash
flows from operations, and is dependent on debt and equity funding from both
related and unrelated parties to finance its operations.
 
 Because
the Company is currently engaged in research at an early stage, it will likely
take a significant amount of time to develop any product or intellectual
property capable of generating revenues. As such, the Company’s business is
unlikely to generate any sustainable revenues in the next several years, and may
never do so. Even if the Company is able to generate revenues in the future
through licensing its technologies or through product sales, there can be no
assurance that the Company will be able to generate a profit.
  5
  NOTE  2. SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES
 
 Principles
of Consolidation
 
 The
accompanying condensed consolidated financial statements include the financial
statements of the Company and its wholly-owned subsidiary. All intercompany
balances and transactions have been eliminated in consolidation.
 
 Earnings
per Share
 
 Basic
earnings (loss) per share is computed by dividing the net income (loss)
applicable to common stockholders by the weighted average number of shares of
common stock outstanding during the period. Diluted earnings (loss) per share is
computed by dividing the net income (loss) applicable to common stockholders by
the weighted average number of common shares outstanding plus the number of
additional common shares that would have been outstanding if all dilutive
potential common shares had been issued, using the treasury stock method.
Potential common shares are excluded from the computation as their effect is
antidilutive.
  For the
three months ended March 31, 2010 and 2009, the calculations of basic and
diluted loss per share are the same because potential dilutive securities would
have an anti-dilutive effect. The potentially dilutive securities at March 31,
2010 consist of 675,000 options to acquire shares of the Company’s common
stock.
 
 Fair
Value of Financial Instruments
 
 The
Company uses various inputs in determining the fair value of its investments and
measures these assets on a recurring basis. Financial assets recorded at fair
value in the consolidated balance sheets are categorized by the level of
objectivity associated with the inputs used to measure their fair value.
Authoritative guidance provided by the Financial Accounting Standards Board (the
“FASB”) defines the following levels directly related to the amount of
subjectivity associated with the inputs to fair valuation of these financial
assets:
 
 Level
1—Quoted prices in active markets for identical assets or
liabilities.
 Level
2—Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly.
 Level
3—Unobservable inputs based on the Company's assumptions.
 
 The
Company has no fair value items required to be disclosed.
 
 Intangible
Assets
  The
Company records intangible assets in accordance with guidance of the
FASB.  Intangible assets consist mostly of intellectual property
rights and are deemed to have indefinite lives that are not subject to annual
amortization. The Company reviews, at least quarterly, its investment in
intangible assets for impairment and if impairment is deemed to have occurred
the impairment is charged to expense.  Accordingly, management
compares the carrying value of the asset to its fair value in determining the
amount of the impairment. No impairments were identified as of March 31,
2010.
 
 Income
Taxes
 
 Income
taxes are provided in accordance with guidance of the FASB.  A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss
carryforwards.  Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will be realized.  Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
 
 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
 
 Stock-Based
Compensation
 
 The
Company periodically issues stock options and warrants to officers, directors
and consultants for services rendered.  Options vest and expire
according to terms established at the grant date.
  6
  The
Company accounts for share-based payments to officers and directors by measuring
the cost of services received in exchange for equity awards based on the grant
date fair value of the awards, with the cost recognized as compensation expense
in the Company’s financial statements over the vesting period of the
awards.
 
 The
Company accounts for share-based payments to consultants by determining the
value of the stock compensation based upon the measurement date at either (a)
the date at which a performance commitment is reached or (b) at the date at
which the necessary performance to earn the equity instruments is complete.
Options granted to outside consultants are revalued each reporting period to
determine the amount to be recorded as an expense in the respective period. As
the options vest, they are valued on each vesting date and an adjustment is
recorded for the difference between the value already recorded and the then
current value on the date of vesting.
 
 Website
Costs
  Costs
incurred in connection with the creation of our website have been capitalized
and are being amortized to expense over their estimated useful life of three
years using the straight-line method.  During the three months ended
March 31, 2010 we capitalized $2,081 of such development costs and expensed
$1,225 of costs associated with the Company’s prior website that is no longer
being used.
  Ongoing
website post-implementation costs of operation, including training, application
maintenance and creation of database content, will be charged to expense as
incurred.
  Recent
Accounting Pronouncements
 
 In
October 2009, the FASB issued authoritative guidance on revenue recognition that
will become effective for us beginning July 1, 2010, with earlier adoption
permitted. Under the new guidance on arrangements that include software
elements, tangible products that have software components that are essential to
the functionality of the tangible product will no longer be within the scope of
the software revenue recognition guidance, and software-enabled products will
now be subject to other relevant revenue recognition guidance. Additionally, the
FASB issued authoritative guidance on revenue arrangements with multiple
deliverables that are outside the scope of the software revenue recognition
guidance. Under the new guidance, when vendor specific objective evidence or
third party evidence for deliverables in an arrangement cannot be determined, a
best estimate of the selling price is required to separate deliverables and
allocate arrangement consideration using the relative selling price method. The
new guidance includes new disclosure requirements on how the application of the
relative selling price method affects the timing and amount of revenue
recognition.   We believe the adoption of this new guidance will
not have a material impact on our financial statements.
 
 In
January 2010, the FASB issued guidance on improving disclosures about fair value
measurements to add new disclosure requirements for significant transfers in and
out of Level 1 and 2 measurements and to provide a gross presentation of the
activities within the Level 3 rollforward.   The guidance also
clarifies existing fair value disclosures about the level of disaggregation and
about inputs and valuation techniques used to measure fair value.  The
disclosure requirements are effective for interim and annual reporting periods
beginning after December 15, 2009, except for the requirement to present
the Level 3 rollforward on a gross basis, which is effective for fiscal years
beginning after December 15, 2010.  The adoption of this guidance was
limited to the form and content of disclosures, and will not have a material
impact on our consolidated results of operations and financial
condition.
 
 Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the American Institute of Certified Public Accountants, and
the Securities and Exchange Commission (the “SEC”) did not or are not believed
by management to have a material impact on the Company's present or future
consolidated financial statements.
 
 NOTE
3.   INTELLECTUAL PROPERTY LICENSES
 
 Effective
March 15, 2010, the Company entered into a purchase agreement with Hamilton
Atlantic, a Cayman Islands company (“Hamilton”), whereby Hamilton sold, and the
Company acquired, all of Hamilton’s rights, title and interest to certain assets
related to the development and commercialization of biotechnology drugs,
primarily anti-CD55 antibodies (the “Anti-CD55 Antibody Program”), including
certain patents, patent applications, materials, and know-how.  The
Anti-CD55 Antibody Program consists of antibodies that could be developed and
commercialized for the treatment of cancer.  As consideration, the
Company agreed to issue to Hamilton 20,960,016 shares of the Company’s common
stock valued at $217,408 based upon the amount paid by Hamilton for the
intellectual property rights.  The Company determined that the
intellectual property rights acquired meet the criteria of an indefinite life
asset as defined by current accounting guidance.  As such, the
intangible asset will not be amortized, but will be subject to annual impairment
tests.
 
 NOTE
4.  STOCKHOLDERS’ EQUITY
 
 Authorized
 
 The
Company is authorized to issue 1,800,000,000 shares of $0.000041666 par value
common stock. All common stock shares have equal voting rights, are
non-assessable and have one vote per share. Voting rights are not cumulative
and, therefore, the holders of more than 50% of the common stock could, if they
choose to do so, elect all of the directors of the Company.
  7
  On March
15, 2010, the Company effected a 24−for−1 forward stock split, with a record
date of March 15, 2010, and correspondingly increased the number of its
authorized shares to 1,800,000,000 and reduced the par value of each share from
$0.001 to $0.000041666.
 
 Issued
and Outstanding
 
 On
September 17, 2007 (inception), the Company issued 96,000,000 shares of its
common stock to its directors, at a price of $0.00083 per share, for cash of
$8,000. See Note 4.
 
 Private
Placements
  Effective
March 15, 2010, the Company sold to accredited investors pursuant to
subscription agreements, in a private placement offering (the “Private
Placement”), an aggregate of 12,799,968 shares (post-split) of its common stock
(the “Shares”), for an aggregate purchase price of $400,000.  The
Common Stock Subscription Agreements granted the investors “piggy-back”
registration rights with respect to the Shares, pursuant to which the Company
agreed, in the event the Company determines to register its common stock with
the SEC, that it would include as part of the registration statement registering
its common stock the Shares. The securities sold by the Company in the Private
Placement were exempt from registration under the Securities Act of 1933, as
amended, pursuant to Regulation S promulgated thereunder and pursuant to Section
4(2) thereunder.
 
 On
December 31, 2007, the Company closed a private placement for 25,440,000 common
shares at a price of $0.002083 per share, or an aggregate of $53,000. The
Company accepted subscriptions from 39 offshore non-affiliated
investors.
 
 Stock
Options
 
 On March
30, 2010, the Company granted options to purchase 675,000 shares of the
Company’s common stock to a director and two consultants at an exercise price of
$0.03125.  These options vest over three (3) years and have a
seven-year life.  The options were valued at $12,825, using the Black
Scholes option pricing model. The following assumptions were utilized in valuing
the options: strike price of $0.03125; term of seven (7) years; volatility of
59%; expected dividends 0%; and discount rate of 4%.  As of March 31,
2010, the aggregate value of unvested options was $12,825, which will be
amortized as compensation cost as the options vest, over 3 years.  The
options had no intrinsic value as of March 31, 2010.
 
 NOTE 5.  LICENSE
AGREEMENT
 
 On March
15, 2010, we entered into a Patent and Know How Licence (the “License
Agreement”) with Cancer Research Technology Limited, a company registered in
England and Wales (“CRT”).  Pursuant to the License Agreement, CRT
granted to the Company an exclusive, worldwide right and license in certain
intellectual property related to a proprietary, therapeutic use of anti-CD55
antibodies, including rights to patents and patent applications related thereto,
to research, develop, use, make, distribute, and sell products utilizing the
licensed intellectual property.  The license granted to the Company
expires on the later to occur of the expiration of the relevant licensed patent
in the relevant country or 10 years after the date that the first therapeutic
product was placed on the market in such country.  In consideration
for the license, the Company agreed to pay to CRT $46,782 (£30,000) in royalties
upon the effective date of the License Agreement which has been included in the
accompanying statement of operations for the three months ended March 31,
2010.  In addition, the Company agreed to pay CRT additional royalties
based on the achievement of certain milestones, including the consummation of
financing by the Company and other milestones relating to the commencement of
Phase III clinical studies, the filing of new drug applications, and the grant
of marketing approval related to the licensed products.
 
 The
Company paid CRT a license fee of $46,872 in March 2010 and is obligated to pay
CRT additional fees upon the occurrence of certain milestones.
 
 NOTE 6. RELATED PARTY
TRANSACTIONS
 
 Change
of Control
 
 On March
15, 2010, Mr. Robert Brooke acquired beneficial ownership of 9,940,008 shares
(post-split) of our common stock held by Mr. Ibrahim Abotaleb, and Mr. Richard
McKilligan acquired beneficial ownership of 2,720,016 shares (post-split) of our
common stock held by Mr. Abotaleb. The balance of the remaining shares held by
Mr. Abotaleb and all of the shares held by Mr. Gerald Lewis, totaling an
aggregate of 83,339,976 common shares, were then returned to the Company for
cancellation and are no longer outstanding.
 
 On March
15, 2010, Ibrahim Abotaleb resigned as the Company's President and Chief
Executive Officer, and Gerald Lewis resigned as the Secretary, Treasurer, and
Chief Financial Officer. Mr. Abotaleb and Mr. Lewis also resigned from the
Company's board of directors.
  8
  On March
15, 2010, the Company appointed Robert Brooke as its President and Chief
Executive Officer, and the Company appointed Richard McKilligan as its
Secretary, Treasurer, and Chief Financial Officer. In addition, Mr. Brooke and
Mr. McKilligan were appointed to the Company's board of directors.
 
 Rent
and Other Services
 
 The
Company neither owns nor leases any real or personal property. The Company’s
directors provide office space free of charge. The officers and directors of the
Company are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.
 
 Amounts due
Former Director.
 
 As of
December 31, 2009, the Company had amounts due a former director of
$23,120.  The amounts due were unsecured, non-interest bearing and
were due on demand. During the three months ended March 31, 2010, the Company
repaid $4,983 of the amount due to the former director.
 
 Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 
 MANAGEMENT’S
DISCUSSION
 AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  The
following discussion and analysis of our results of operations and financial
condition for the three months ended March 31, 2010 and 2009 should be read in
conjunction with the notes to those financial statements that are included in
Item 1 of Part 1 this Quarterly Report. Our discussion includes forward-looking
statements based upon current expectations that involve risks and uncertainties,
such as our plans, objectives, expectations and intentions. Actual results and
the timing of events could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors. We use words such
as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,”
“expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar
expressions to identify forward-looking statements. All forward-looking
statements included in this Quarterly Report are based on information available
to us on the date hereof and, except as required by law, we assume no obligation
to update any such forward-looking statements.
  Overview
  Genesis
Biopharma, Inc. (formerly named Freight Management Corp.) (“we” or the
“Company”) was incorporated in the State of Nevada on September 17, 2007 to
engage in the development of an internet-based, intelligent online system for
business owners, freight forwarders, and business people in the shipping/freight
industry and export/import industry who require assistance with their freight
and shipping related inquiries. On March 15, 2010, the Company and Genesis
Biopharma, Inc., a Nevada corporation and a newly formed merger subsidiary
wholly owned by the Company (“Merger Sub”), consummated a merger transaction
(the “Merger”) whereby Merger Sub merged into the Company, with the Company as
the surviving corporation. The Company and Merger Sub filed Articles of Merger
on March 15, 2010 with the Secretary of State of Nevada, along with the
Agreement and Plan of Merger entered into by the two parties effective as of
March 15, 2010 (the “Merger Agreement”). The Merger Agreement and the Articles
of Merger provided for an amendment of the Company’s Articles of Incorporation,
which changed the Company’s name to “Genesis Biopharma, Inc.” effective as of
March 15, 2010.
 
 As a
result of the Merger, the Company acquired all of the assets and contractual
rights, and assumed all of the liabilities, of Merger Sub with respect to an
Asset Purchase Agreement (the “Purchase Agreement”) entered into effective March
15, 2010, by the Company and Merger Sub with Hamilton Atlantic, a Cayman Islands
company (“Hamilton”), whereby Hamilton sold, and Merger Sub acquired, all of
Hamilton’s rights, title and interest to certain assets related to the
development and commercialization of biotechnology drugs, primarily anti-CD55
antibodies (the “Anti-CD55 Antibody Program”), including certain patents, patent
applications, materials, and know-how. The Anti-CD55 Antibody Program consists
of antibodies that could be developed and commercialized for the treatment of
cancer. As consideration, the Company agreed to issue to Hamilton 20,960,016
shares of the Company’s common stock.
 
 On March
15, 2010, after the effectiveness of the Merger, we entered into a Patent and
Know How Licence (the “License Agreement”) with Cancer Research Technology
Limited, a company registered in England and Wales (“CRT”). Pursuant to the
License Agreement, CRT granted to the Company an exclusive, worldwide right and
license in certain intellectual property related to a proprietary, therapeutic
use of anti-CD55 antibodies, including rights to patents and patent applications
related thereto, to research, develop, use, make, distribute, and sell products
utilizing the licensed intellectual property. The license granted to the Company
expires on the later to occur of the expiration of the relevant licensed patent
in the relevant country or 10 years after the date that the first therapeutic
product was placed on the market in such country. In consideration for the
license, the Company agreed to pay to CRT GBP30,000 in royalties upon the
effective date of the License Agreement. In addition, the Company agreed to pay
CRT additional royalties based on the achievement of certain milestones,
including the consummation of financing by the Company and other milestones
relating to the commencement of Phase III clinical studies, the filing of new
drug applications, and the grant of marketing approval related to the licensed
products.
  9
  As a
result of our recent acquisition of the assets related to the Anti-CD55 Antibody
Program and the License Agreement, we have become a biopharmaceutical company
engaged in the development and commercialization of drugs and other clinical
solutions for underserved diseases, including metastatic cancers and lethal
infectious diseases.
  Results
of Operations
  Three
Months Ended March 31, 2010 Compared to the Three Months Ended March 31,
2009:
  Operating
Expenses
  General
and Administrative
  Our
general and administrative expenses increased from $6,612 for the three months
ended March 31, 2009 to $67,680 for the three months ended March 31, 2010. In
the 2010 period these expenses were primarily intellectual property license fees
and expenses related to the Company’s Securities and Exchange Commission (“SEC”)
filings.  We expect these expenses to increase substantially during
the 2010 fiscal year as we implement our plan to develop our
products.
  Amortization
  Our
amortization expense decreased from $333 in the three months ended March 31,
2009 to $0 for the three months ended March 31, 2010.  We expect
depreciation and amortization expenses to increase as we invest in a new website
and various other intellectual property.
  Net
Loss
  We had a
net loss of $6,612 for the three months ended March 31, 2009 compared to a net
loss of $67,680 for the three months ended March 31, 2010.  As we are
a development stage company and do not expect to earn significant revenues
during the next fiscal year, we expect to continue to incur net losses and we
expect those losses to increase during the 2010 fiscal year as we incur
significant expenses to develop our products.
  Liquidity
and Capital Resources
  Since our
inception, we have funded our operations primarily through private sales of
equity securities and loans from a director. Effective March 15, 2010, the
Company sold to accredited investors pursuant to subscription agreements, in a
private placement offering, an aggregate of 12,799,968 shares (post-split) of
its common stock, for an aggregate purchase price of $365,000, net of legal
expenses.  We expect to issue additional shares and possibly incur
debt.
  As of
March 31, 2010, we had cash of $311,799.
  Net cash
used in operating activities was $3,237 for the three months ended March 31,
2009 compared to net cash used in operating activities of $55,619 for the three
months ended March 31, 2010.  This difference was primarily due to a
larger net loss in the 2010 period.
  Net cash
provided by financing activities increased from $1,900 for the three months
ended March 31, 2009 to $360,017 for the three months ended March 31, 2010 as a
result of the private placement of the company’s common stock, for an aggregate
purchase price of $365,000, net of legal expenses, during the 2010
period.
  We
believe that our current cash resources will be sufficient to sustain our
current operations for approximately six (6) months.   We will
need to obtain additional cash resources during the next year in order to
develop our products.  We expect to engage in additional sales of debt
or equity securities. The sale of additional equity or convertible debt
securities would result in additional dilution to our shareholders. The issuance
of additional debt would result in increased expenses and could subject us to
covenants that may have the effect of restricting our operations. We have not
made arrangements to obtain additional financing and we can provide no assurance
that additional financing will be available in an amount or on terms acceptable
to us, if at all.
  Critical
Accounting Policies
  Our
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements and accompanying notes, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. When making these estimates and assumptions, we consider
our historical experience, our knowledge of economic and market factors and
various other factors that we believe to be reasonable under the circumstances.
Actual results may differ under different estimates and
assumptions.
  The
accounting estimates and assumptions discussed in this section are those that we
consider to be the most critical to an understanding of our financial statements
because they inherently involve significant judgments and
uncertainties.
  10
  Use
of Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from these
estimates.
  Revenue
Recognition
  The
Company applies the provisions of SEC Staff Accounting Bulletin (SAB) No. 104,
“Revenue Recognition in Financial Statements,” which provides guidance on the
recognition, presentation and disclosure of revenue in financial statements
filed with the SEC. SAB No. 104 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosure related to revenue
recognition policies. In general, the Company recognizes revenue when (i)
persuasive evidence of an arrangement exists, (ii) shipment of products has
occurred or services have been rendered, (iii) the sales price charged is fixed
or determinable and (iv) collection is reasonably assured.
  The
Company has not recognized any revenue to date and we do not anticipate
recognizing any significant revenue during the next fiscal year.
 
 Intangible
Assets
  The
Company records intangible assets in accordance with guidance of the Financial
Accounting Standards Board (the “FASB”).  Intangible assets consist
mostly of intellectual property rights and are deemed to have indefinite lives
that are not subject to annual amortization. The Company reviews, at least
quarterly, its investment in intangible assets for impairment and if impairment
is deemed to have occurred the impairment is charged to
expense.  Accordingly, management compares the carrying value of the
asset to its fair value in determining the amount of the impairment. No
impairments were identified as of March 31, 2010.
 
 Stock-Based
Compensation.
 
 We
periodically issue stock options and warrants to employees and non-employees in
non-capital raising transactions for services and for financing costs. We
adopted FASB guidance effective January 1, 2006, and are using the modified
prospective method in which compensation cost is recognized beginning with the
effective date (a) for all share-based payments granted after the effective date
and (b) for all awards granted to employees prior to the effective date that
remain unvested on the effective date. We account for stock option and warrant
grants issued and vesting to non-employees in accordance with accounting
guidance whereby the fair value of the stock compensation is based on the
measurement date as determined at either (a) the date at which a performance
commitment is reached, or (b) the date at which the necessary performance to
earn the equity instrument is complete.
  We
estimate the fair value of stock options using the Black-Scholes option-pricing
model, which was developed for use in estimating the fair value of options that
have no vesting restrictions and are fully transferable. This model requires the
input of subjective assumptions, including the expected price volatility of the
underlying stock and the expected life of stock options. Projected data related
to the expected volatility of stock options is based on the historical
volatility of the trading prices of the Company’s common stock and the expected
life of stock options is based upon the average term and vesting schedules of
the options. Changes in these subjective assumptions can materially affect the
fair value of the estimate, and therefore the existing valuation models do not
provide a precise measure of the fair value of our employee stock
options.
  Recent
Accounting Pronouncements
  In
October 2009, the FASB issued authoritative guidance on revenue recognition that
will become effective for us beginning July 1, 2010, with earlier adoption
permitted. Under the new guidance on arrangements that include software
elements, tangible products that have software components that are essential to
the functionality of the tangible product will no longer be within the scope of
the software revenue recognition guidance, and software-enabled products will
now be subject to other relevant revenue recognition guidance. Additionally, the
FASB issued authoritative guidance on revenue arrangements with multiple
deliverables that are outside the scope of the software revenue recognition
guidance. Under the new guidance, when vendor specific objective evidence or
third party evidence for deliverables in an arrangement cannot be determined, a
best estimate of the selling price is required to separate deliverables and
allocate arrangement consideration using the relative selling price method. The
new guidance includes new disclosure requirements on how the application of the
relative selling price method affects the timing and amount of revenue
recognition.   We believe the adoption of this new guidance will
not have a material impact on our financial statements.
 
 In
January 2010, the FASB issued guidance on improving disclosures about fair value
measurements to add new disclosure requirements for significant transfers in and
out of Level 1 and 2 measurements and to provide a gross presentation of the
activities within the Level 3 rollforward.   The guidance also
clarifies existing fair value disclosures about the level of disaggregation and
about inputs and valuation techniques used to measure fair value.  The
disclosure requirements are effective for interim and annual reporting periods
beginning after December 15, 2009, except for the requirement to present
the Level 3 rollforward on a gross basis, which is effective for fiscal years
beginning after December 15, 2010.  The adoption of this guidance was
limited to the form and content of disclosures, and will not have a material
impact on our consolidated results of operations and financial
condition.
  11
  Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the American Institute of Certified Public Accountants, and
the SEC did not or are not believed by management to have a material impact on
the Company's present or future consolidated financial statements.
 
 Off-Balance
Sheet Arrangements
 
 At March
31, 2010, we had no obligations that would require disclosure as off-balance
sheet arrangements.
  Item 3. Quantitative and
Qualitative Disclosures About Market Risk
 
 Not
required.
 
 Item
4. Controls and Procedures
 
 Evaluation
of Disclosure Controls and Procedures
  We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined  in  Rules  13a-15(e) and 15d-15(e) of
the  Exchange  Act (defined  below)). Based upon that evaluation,
our principal executive officer and principal financial officer concluded that,
as of the end of the period covered in this report, our disclosure controls and
procedures were effective to ensure that information required to be disclosed in
reports filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") is recorded, processed, summarized and reported within the
required time periods and is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
 
 Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud. A control system, no matter
how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints
and the benefits of controls must be considered relative to their costs. Due to
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, have been detected. Accordingly, management believes that the financial
statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows for the periods
presented.
 
 Changes
in Internal Control Over Financial Reporting
 
 In
addition, our management with the participation of our principal executive
officer and principal financial officer have determined that no change in our
internal control over financial reporting (as that term is defined in Rules
13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during or subsequent
to the quarter ended March 31, 2010 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
 
 PART
II — OTHER INFORMATION
 
 Item
1. Legal Proceedings
  There are
no material pending legal proceedings to which the Company is a party or of
which our property is the subject.
 
 Item 1A. Risk
Factors
 
 Not
required.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
  On March
30, 2010, we issued options to purchase 675,000 shares of common stock at
$0.03125 per share to two consultants and a director.  These options expire
seven (7) years after the grant date and vest over a period of three (3) years,
with one-third of the options vesting on each anniversary of the grant
date.  The options were issued in exchange for services.  This
issuance is exempt from registration under the Act pursuant to section 4(2) as
the options were issued by the Company and did not involve any public
offering.
  12
 
 Item
3. Defaults Upon Senior Securities
 
 None.
 
 Item
4. [Removed and Reserved]
 
 Item
5. Other Information
 
 (a)
              None.
 
 (b)
              There
      were no changes to the procedures by which security holders may recommend
      nominees to our board of directors.
 
 Item
6. Exhibits
 
 Exhibit
                        No.
                      
                      Description3.1
                      
                      Articles
      of Incorporation filed with the Nevada Secretary of State on September 17,
      2007 (1)3.2
                      
                      Certificate
      of Change filed with the Nevada Secretary of State on March 15, 2010 (2)3.3
                      
                      Articles
      of Merger filed with the Nevada Secretary of State on March 15, 2010 (3)4.1
                      
                      Genesis
      Biopharma, Inc. 2010 Equity Compensation Plan(4)31.1
                      
                      Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer*31.2
                      
                      Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer*32.1
                      
                      Section
      1350 Certification of Chief Executive Officer*32.2
                      
                      Section
      1350 Certification of Chief Financial
Officer*
 
 *
              Filed
      herewith
 (1)
                Incorporated by reference to
      Exhibit 3.1 to the Issuer’s Registration Statement on Form SB-2 filed on
      January 29, 2008.
 (2)
                Incorporated by reference to
      Exhibit 3(i).2 to the Issuer’s Current Report on Form 8-K filed on March
      19, 2010.
 (3)
                Incorporated by reference to
      Exhibit 3(i).3 to the Issuer’s Current Report on Form 8-K filed on March
      19, 2010.
 (4)
                Incorporated by reference to
      Exhibit 4.1 to the Issuer’s Annual Report on Form 10-K filed on March 31,
      2010.
  13
 
 SIGNATURES
 
 Pursuant
to the requirements 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.
 
 GENESIS
      BIOPHARMA, INC.By:
              /s/ Robert T.
      BrookeRobert
      T. BrookeDate:  May
      14, 2010
              
              Chief
      Executive Officer
  By:
              /s/ Richard
      McKilliganRichard
      McKilliganDate:
      May 14, 2010
              
              Chief
      Financial Officer
  14
 
 EXHIBIT
INDEX
 
 Exhibit
                      No.
                    
                    Description3.1
                    
                    Articles
      of Incorporation filed with the Nevada Secretary of State on September 17,
      2007 (1)3.2
                    
                    Certificate
      of Change filed with the Nevada Secretary of State on March 15, 2010 (2)3.3
                    
                    Articles
      of Merger filed with the Nevada Secretary of State on March 15, 2010 (3)4.1
                    
                    Genesis
      Biopharma, Inc. 2010 Equity Compensation Plan(4)31.1
                    
                    Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer*31.2
                    
                    Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer*32.1
                    
                    Section
      1350 Certification of Chief Executive Officer*32.2
                    
                    Section
      1350 Certification of Chief Financial
Officer*
 
 *
              Filed
      herewith
 (1)
                Incorporated by reference to
      Exhibit 3.1 to the Issuer’s Registration Statement on Form SB-2 filed on
      January 29, 2008.
 (2)
                Incorporated by reference to
      Exhibit 3(i).2 to the Issuer’s Current Report on Form 8-K filed on March
      19, 2010.
 (3)
                Incorporated by reference to
      Exhibit 3(i).3 to the Issuer’s Current Report on Form 8-K filed on March
      19, 2010.
 (4)
                Incorporated by reference to
      Exhibit 4.1 to the Issuer’s Annual Report on Form 10-K filed on March 31,
      2010.
  15