U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File Number: 000-49720
GenoMed, Inc.
(Exact name of Small Business Issuer as specified in its Charter)
Florida
(State or other jurisdiction of incorporation or organization)
43-1916702
(I.R.S. Employer Identification No.)
9666 Olive Boulevard, Suite 310, St. Louis, Missouri 63132
(Address of principal executive offices) (Zip Code)
(314) 983-9933
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ] No [X] This report is being filed late.
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 17, 2004, we had 194,547,387 shares of our common stock
outstanding.
INDEX
PART I CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.............................. 3
Item 2. Management's Discussion and Analysis and Plan of Operation..... 8
Item 3. Controls and Procedures........................................ 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 14
Item 3. Defaults Upon Senior Securities................................ 14
Item 4. Submission of Matters to a Vote of Security Holders............ 14
Item 5. Other Information.............................................. 14
Item 6. Exhibits ...................................................... 14
PART I.
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
GenoMed, Inc.
(A Development Stage Company)
Condensed Consolidated Balance Sheet
(Unaudited)
------------------------------------------------------------------------ ------------------------
As of
September 30, 2004
Assets
Current assets:
Cash $ 855,250
Employee advances 3,925
Prepaids 298,625
Property and equipment, net 110,751
----------
Total Assets $1,268,551
==========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses $ 166,583
Due to officers 46,023
----------
Total current liabilities $ 212,606
----------
Stockholders' equity:
Common stock, $.001 par value, 1,000,000,000 shares
authorized, 194,502,387 shares issued and outstanding 194,502
Additional paid in capital 7,724,434
Subscribed common shares 35,500
(Deficit) accumulated during the development stage (6,898,491)
----------
Total Stockholders' equity 1,055,945
----------
Total current liabilities and Stockholders' equity $1,268,551
==========
See accompanying notes to the consolidated financial statements.
GenoMed, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2004 and 2003, and
the Period From Inception (January 3, 2001) through September 30, 2004
(Unaudited)
Three Months Three Months Nine Months Inception
Ended Ended Nine Months Ended Ended Through
September 30, September 30, September 30, September 30, September 30,
2004 2003 2004 2003 2004
--------------- --------------- ----------------- --------------- ---------------
Revenue $ 1,486 $ 2,767 $ 2,733 $ 4,717 $ 9,143
Operating expenses:
Research and development - - - - 333,264
Selling, general and administrative
expenses (credit) (2,117,172) 380,061 3,507,783 1,118,493 6,418,294
--------------- --------------- ----------------- --------------- ---------------
(2,117,172) 380,061 3,507,783 1,118,493 6,751,558
--------------- --------------- ----------------- --------------- ---------------
Income (Loss) from operations 2,118,658 (377,294) (3,505,050) (1,113,776) (6,742,415)
Other (income) and expenses:
Interest income (2,003) - (3,988) - (3,988)
Impairment - - - 6,939
Interest expense - 20,000 - 60,000 153,126
--------------- --------------- ----------------- --------------- ---------------
(2,003) 20,000 (3,988) 60,000 156,077
--------------- --------------- ----------------- --------------- ---------------
Net income (loss) $ 2,120,661 $ (397,294) $(3,501,062) $(1,173,776) $(6,898,492)
============== =============== ================= =============== ===============
Per share information - basic and diluted:
Weighted average shares outstanding -
basic 194,450,455 123,235,065 180,556,718 122,204,213 237,286,886
============== =============== ================= =============== ===============
Weighted average shares outstanding -
diluted 216,749,010 123,235,065 180,556,718 122,204,213 237,286,886
============== =============== ================= =============== ===============
Net income (loss) per share - basic $0.01 $(0.00) $(0.02) $(0.01) $(0.03)
============== =============== ================= =============== ===============
Net income (loss) per share - diluted $0.01 $(0.00) $(0.02) $(0.01) $(0.03)
============== =============== ================= =============== ===============
See accompanying notes to the condensed consolidated financial statements.
GenoMed, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flow
Nine Months Ended September 30, 2004 and 2003, and
the Period From Inception (January 3, 2001) Through September 30, 2004
(Unaudited)
Nine Months Nine Months
Ended Ended Inception Through
September 30, September 30, September 30,
2004 2003 2004
------------- ------------- -----------------
Cash flow from operating activities:
Net cash (used in) operating activities $ (923,907) $ (29,940) $(1,805,184)
------------- ------------- -----------------
Cash flows from investing activities:
Net cash (used in) investing activities (8,473) - (218,727)
------------- ------------- -----------------
Cash flows from financing activities:
Net cash provided by financing activities 1,776,161 26,500 2,879,161
------------- ------------- -----------------
Net increase in cash 843,781 (3,440) 855,250
Beginning - cash balance 11,469 13,031 -
------------- ------------- -----------------
Ending - cash balance $ 855,250 $9,591 $ 855,250
============= ============= =================
See accompanying notes to the condensed consolidated financial statements.
GenoMed, Inc.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
September 30, 2004
(Unaudited)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America ("GAAP") for interim financial information. They do not include all
of the information and notes required by GAAP for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year. For
further information, refer to the financial statements as of December 31, 2003,
the years ended December 31, 2003 and 2002 and the period from inception
(January 3, 2001) through December 31, 2003 including notes thereto included in
our annual report on Form 10-KSB for the year ended December 31, 2003.
(2) EARNINGS PER SHARE
Net income (loss) per share is calculated as required by SFAS No. 128, "Earnings
per Share." Basic earnings (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares outstanding for the
period. Diluted earnings (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares and dilutive common stock
equivalents outstanding. During the three-month period ended September 30, 2003,
the nine-month periods ended September 30, 2004 and 2003 and the period from
inception (January 3, 2001) through September 30, 2004, common stock equivalents
were not considered, as their effect would be anti-dilutive. All common stock
equivalents included in dilutive shares outstanding for the nine-month period
ended September 30, 2004 were from stock options.
(3) NOTE PAYABLE - AFFILIATE
At December 31, 2003, GenoMed, Inc. (the "Company") had an outstanding note
aggregating $1,000,000, which had been advanced by an affiliated entity by
virtue of stock ownership in the Company. The note bears interest at 8% per
annum and is due on January 1, 2005. The note may be converted into common
shares of the Company as follows:
a. The unpaid principal in whole or in part together with accrued
interest shall at the option of the holder be converted into the class
of the Company's shares on the same terms and conditions applicable to
any investors in a financing agreement. The holder may elect to
negotiate separate terms and conditions, however, the unpaid balance
will not be payable in cash, but convertible only into shares of the
Company. For the purposes of this calculation, the aggregate value of
our shares received by the holder in conversion shall be determined by
subtracting $1,000,000 from the unpaid original principal balance of
the note, which remains unpaid at the time of conversion. A financing
agreement is defined as the receipt
by the Company of at least $1,500,000 of net cash proceeds from the
sale of capital stock.
b. The unpaid principal in whole or in part together with accrued
interest shall be converted into shares if we realize revenue of
$1,500,000 during the period commencing April 9, 2003 and ending on
December 31, 2004. The price per share shall be determined as provided
in c below. The unpaid balance will not be payable in cash, but
convertible only into shares of the Company. For the purposes of this
calculation, the aggregate value of our shares received by the holder
in conversion shall be determined by subtracting $1,000,000 from the
unpaid original principal balance of the note, which remains unpaid at
the time of conversion.
c. If no financing agreement has occurred by December 31, 2004 and/or the
Company has not realized the requirements of a and b above, the holder
may elect to convert the unpaid principal balance and accrued interest
into the number of common shares of the Company determined by dividing
the unpaid balance by the average bid price of our common stock for
the previous 30 trading days. The unpaid balance will not be payable
in cash, but convertible only into shares of the Company.
During March 2004 the holder contributed the $1,000,000 principal balance of the
note to the capital of the Company and converted the unpaid interest into common
shares (see Note 4).
(4) STOCKHOLDERS' EQUITY
During the three and nine month periods ended September 30, 2004, the Company
charged $7,500 and $29,250, respectively, to operations pursuant to our
agreement to issue 500,000 shares of common stock at various dates in accordance
with the terms of advisory board contracts. As of September 30, 2004, June 30,
2004 and March 31, 2004, 100,000 shares, 75,000 shares, and 75,000 shares,
respectively, had been earned and had not been issued. The shares have been
valued at the trading price of the stock as of the measurement date. The above
amount has been included as subscribed common shares. Through September 30,
2004, an aggregate of 850,000 shares with a value of $44,250 have been earned
pursuant to the advisory board contracts.
During March 2002, the Company granted an officer options to purchase 37,500,000
shares of common stock at an exercise price of 20% of the fair market value of
our common stock on the exercise date. The options may be exercised after May 6,
2002 for a period of 10 years as to 12,500,000 options and after November 6,
2002 for a period of 10 years as to 25,000,000 options. The change in the
discount from the fair market value of the common stock related to the options
will be charged to operations as general and administrative expenses during the
period from the grant date to the exercise date. During the three months ended
September 30, 2004, $2,400,000 was credited to operations related to these
options. During the nine months ended September 30, 2004, $600,000 was charged
to operations related to these options.
During the three months ended March 31, 2004, the Company issued an aggregate of
10,716,327 shares of common stock to an affiliate who held the note described in
Note 3 for cash aggregating $480,000. In addition, the Company issued 12,737,995
shares of common stock to
this affiliate related to the conversion of $333,738 in debt. The discount on
these shares of $2,222,757 had been charged to operations during the period. In
addition, the affiliate forgave the balance of $1,000,000 due on the note
payable described in Note 3, which has been recorded as a contribution to
capital.
During the three months ended March 31, 2004, the Company issued 33,464,230
shares of common stock to Advanced Optics Electronics for $900,000 in cash.
These shares were sold at a discount from the trading price of our common stock.
During the three and nine month period ended September 30, 2004, the Company
issued 77,778 and 6,495,563 shares of common stock to Pierpoint Investissements
SA ("Pierpoint") and its designees for $3,500 and $308,950, respectively, in
cash. These shares were sold at a discount from the trading price of our common
stock. Under the Company's agreement with Pierpoint, Pierpoint is entitled to
5,000,000 warrants to purchase our common stock with a strike price fixed at the
30-day average immediately prior to the exercise of the warrants less a discount
of 50% with a two-year expiry date from issue. As of September 30, 2004, the
warrants to Pierpoint had been earned but not issued.
During the three and nine month periods ended September 30, 2004, employees and
board members exercised 100,000 and 1,869,231 options and received 100,000 and
1,869,231 common shares for cash of $1,000 and $45,462, respectively.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following discussion contains forward-looking statements, such as those
pertaining to our scientific research, therapies, plan of operations, marketing,
future earnings, capital requirements and resources and results of operations,
and should be read in conjunction with our financial statements and related
notes contained elsewhere in this report. Words or phrases such as "believe,"
"expect," "may," "should," "anticipate," "plan," "project," "intend," "goal,"
"forecast," "continue," "expect," "hope" or similar expressions, or discussions
of strategy, plans or intentions, are intended to identify forward-looking
statements. Forward-looking statements involve numerous risks and uncertainties,
and you should not rely on them as predictions of actual events. There is no
assurance the events or circumstances reflected in the forward-looking
statements will occur.
Our actual financial condition, results of operations or business may vary
materially from those contemplated by these forward-looking statements and
involve substantial risks and uncertainties, including but not limited to the
risks described below:
o We are a development stage company with no history of significant
revenues. We have incurred substantial operating losses since
inception. Our ability to support our future operations will depend on
our ability to generate positive earnings and cash flows, which cannot
be assured.
o We are dependent on outside investments to fund our operations. There
is no assurance we can obtain any additional investments when required
or that the terms of such investments will be favorable to us. We have
had to raise funds by
selling restricted stock at a substantial discount from the market
price, which is dilutive to our public shareholders.
o Our management does not have significant accounting or financial
reporting experience or expertise in accounting or financial
reporting. We have outsourced our accounting functions to an
independent contractor.
o We are a "penny stock" company. Our common stock is not listed on any
exchange or quotation system, other than the pink sheets. Our stock is
thinly traded. There can be no assurance of an active market for our
stock. The market price for our stock is volatile and could be
abnormally affected by significant buying or selling activity. Our
shares are a high risk, speculative investment.
o Although we believe our disclosure controls and procedures and
internal controls are effective, we cannot assure you that our
procedures for monitoring those controls and procedures are adequate.
Because of the small size of our staff, our controls and procedures
are more informal than would be required for a larger company.
o Some of our therapies involve "off-label" prescriptions for existing
drugs that are already on the market. We have also developed
proprietary formulas on which we've applied for patent protection.
Although we have obtained promising results with some of our
therapies, there can be no assurance all of our therapies will be
effective. To the extent our therapies involve off-label uses of drugs
already on the market, we may not derive any revenue from those
therapies.
o Our therapies have not yet achieved widespread acceptance in the
medical community.
o The patient outcomes we believe can be achieved by our therapies may
not be achievable on a widespread basis.
o We have not yet determined how to effectively commercialize our
research or therapies. There may be no significant market for our
research or therapies.
o The science of genomics is new and untested. We cannot assure that any
discoveries we make in this field will be beneficial or commercially
viable.
o There can be no assurance government agencies, such as Medicare or
Medicaid, or insurance companies or other third-party payors will
provide reimbursement for any therapies we may develop, which could
substantially reduce the commercial viability of those therapies.
o We may not obtain patents or licenses for our discoveries, which could
substantially reduce their market potential. Any patents we do obtain
may not be sufficiently broad to exclude competitors.
o We cannot assure you that any therapies we develop would be
proprietary or would not infringe the intellectual property rights of
third parties.
o Our business may be adversely affected by regulatory costs which would
negatively affect our business and potential profitability.
o We believe our method of gene identification is a relatively novel
gene identification method. Because of this, the medical profession,
government, insurance companies, prospective strategic partners or
others may not accept it as an acceptable gene identification method,
which would negatively affect our operations and potential revenues.
o Our competitors may develop genomics procedures and therapies before
we do. Those procedures and therapies may be more effective or achieve
greater clinical acceptance than ours. Most of our competitors have
superior financial and technical resources and may have superior
technologies. Our ability to compete will depend on our development of
safe and effective procedures and therapies and our ability to develop
and exploit markets for those procedures and therapies. Due to our
small size and lack of capital, we may not be able to commercialize
any of our therapies before other companies with superior resources
are able to commercialize theirs. We may not be able to adequately
compete against any such companies.
o We may be subject to medical or product liability claims that could
adversely affect our potential profitability and may lead to
substantial losses.
o Because we will lack control over the outsourcing of sample
collection, genotyping and data analysis, our quality control may be
negatively affected.
o If we fail to recruit sufficient test patients for our clinical
trials, our development of potential products will be delayed, which
would negatively affect our potential revenues.
o Our business plan is dependent upon forming strategic alliances with
others. If we fail to create such alliances, or if the alliances we do
create are not successful, we may never generate significant revenues.
If we fail to conduct adequate due diligence regarding our strategic
alliances, we could be subject to increased costs and operational
difficulties.
o Almost all of our management decisions are made by Dr. David
Moskowitz, who serves as our President, Chief Executive Officer,
Chairman of the Board and Chief Medical Officer. If we lose his
services, we may not be able to remain in business.
o We have only two directors on our Board. Our Board does not have a
majority of independent directors or an independent audit,
compensation or nominating committee. None of our Board members is an
"audit committee financial expert," as defined in SEC rules.
o We have a substantial amount of options outstanding. The exercise
price for most of these options is below the market price for our
stock on the date the options
were granted. The exercise of these options would result in
substantial dilution to our public shareholders.
RESULTS OF OPERATIONS
Because we earned only minimal revenue from operations during the three and nine
month periods ended September 30, 2004 and 2003, this report does not contain an
analysis of our operating results or a comparison of those results from period
to period.
We recorded net income of $2,118,658 in the six months ended September 30, 2004,
as compared to a net loss of $377,294 for the six months ended September 30,
2003. The net income amount resulted from a selling, general and administrative
credit of $2,400,000 for the quarter attributable to variable rate options
granted to our President. Fluctuations in the market price of our stock result
in expense related to those options when the market price of our stock
increases, and a credit related to those options when the market price
decreases. Recurring selling, general and administrative expenses during the
quarter were $282,828.
RECENT DEVELOPMENTS
We received a fair amount of media attention to our activities during the
quarter ended September 30, 2004. In July, the initial case series of 8 patients
with West Nile virus encephalitis was published in an issue of "Current Topics
of Medicinal Chemistry," a peer review journal. Also in July, KTVI, the Fox
television network affiliate in St. Louis, aired a news segment profiling our
unusual and highly successful approach to treatment of West Nile Virus
Encephalitis. As part of the two-part segment that aired over two nights, Dr.
Moskowitz was interviewed and gave details of his research. In August, Dr.
Moskowitz was also a speaker at two conferences. On August 2, Dr. Moskowitz
spoke at the Second Annual Disease Management Conference on the topic "Genomic
and Biotechnology Applications to Disease Management," and on August 4, Dr.
Moskowitz spoke at the Third Annual FACES Conference on the topic "A Novel
Approach to Encephalitis."
In September, we created a Business Advisory Board. Dr. Dennis A. Robbins, a
national expert in ethics and clinical reimbursement, serves as the Chairman for
the Business Advisory Board. Dr. Joel Brill, a national expert in predictive
modeling and physician reimbursement, was also named to serve as a member of the
Business Development Advisory Board.
Also in September, we created an Ethical, Legal and Social Issues (ELSI)
Committee within its SAB to reflect the guiding principles of the Human Genome
Project. The ELSI Committee is chaired by Dr. Dennis A. Robbins, PhD, MRP. The
ELSI Committee also consists of the following individuals:
o Sylvia Johnson, PhD, the Director of Research and Epidemiology for the
United Automobile Aerospace and Agricultural Implement Workers of
America (UAW), the largest union in the world.
o David Sundwall, MD , a center of influence in health policy and
standards in the clinical laboratory world. Dr. Sundwall is Chairman
of the Center of Disease Control's Clinical
Laboratory Improvement Act Advisory Committee and the Senior Medical
and Scientific Officer of the American Clinical Laboratory
Association.
o Sherly Dasco, PhD (medical genetics), JD who was recently named the
number one health attorney in Texas.
o David W. Moskowitz, MD, CEO and Chief Medical Officer for GenoMed, who
discovered that ACE is a "master" disease gene: and
We moved into our new office space in St. Louis, Missouri. The lab space on the
premises has been renovated so we can perform sample processing in-house.
PLAN OF OPERATIONS
We are a development stage company. We have had minimal revenue from operations
and have incurred substantial operating losses since inception. We have
concentrated most of our efforts on attempting to demonstrate the clinical
potential of our scientific research and in identifying potential markets for
our genomic testing and therapies. We have not yet identified a viable
commercial market for our work and cannot assure you that any work we do will be
commercially viable.
Our plan of operations for the next 12 months includes the following activities:
o continued genotyping of collected samples
o applying for patents for scientific discoveries
o identifying potential treatments for selected diseases
o conducting clinical trials
o identifying potential markets for commercial exploitation of our
discoveries
We intend to focus our plan of operations over the next twelve months on common
cancers such as lung, prostate, colon, breast and pancreas. We intend to conduct
screening genotyping, followed by validation genotyping, in hopes of finding
SNPs that could lead to early warning of these diseases and enable us to develop
possible therapies. We plan to collaborate with a genetics statistician to
perform these analyses at no expense to the Company.
We have begun the process of direct employer marketing with some preliminary
interest from employer groups and will continue to pursue that venue. We have
begun marketing at industry trade shows to make our name known in the medical
community. We also continue to market directly to providers believing they are
the link to the patient. We cannot predict whether these efforts will be
successful, or whether we will have sufficient financial or human resources to
conduct an effective marketing program.
Although we have conducted limited West Nile virus trials, we intend on
concentrating on our prescription protocols for delaying chronic renal failure.
We have a patent pending on the latter formula, which we hope will be a future
source of revenue for us.
LIQUIDITY AND CAPITAL RESOURCES
We anticipate the following expenses will be incurred over the next 12 months:
Type Estimated Amount
---- ----------------
Salaries * $550,000
Operating expenses ** 200,000
Genotyping 700,000
Sample Collection 50,000
Marketing 50,000
----------
Total $1,600,000
==========
*Includes six staff members and salaries and benefits
**Operating Expenses include office rent, utilities, insurance, legal and
accounting expenses, also general lab supplies
Our cash on hand at September 30, 2004 was approximately $855,000, or
approximately $745,000 less than the amount of cash expenditures projected
above, barring unforeseen expenses. We have generated almost no revenues and
have accumulated a net loss of $6,898,492 since inception. Almost all of our
cash on hand was derived from third-party investments. We hope to fund the
remaining $745,000 in expenses from third-party investments, although there can
be no assurance we will obtain sufficient funds for that purpose. We cannot
predict when our revenues will be sufficient to sustain operations. We
anticipate being completely dependent on equity investments to fund operations
for the foreseeable future. If we cannot obtain sufficient funds to meet these
obligations, or if we incur greater expenses than anticipated, we may not be
able to remain in business. If we are not able to generate sufficient funds to
support operations or meet our obligations, we may be required to file for
reorganization or liquidation under the Bankruptcy Code, or our creditors may
file an involuntary bankruptcy proceeding against us.
If any of these foregoing events occur, you could lose your entire investment in
our shares.
Item 3. CONTROLS AND PROCEDURES
There were no changes in our internal control over financial reporting during
the quarter ended September 30, 2004 that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.
Our Chief Executive Officer and Chief Financial Officer do not have accounting
or finance backgrounds or formal training in accounting, finance or financial
reporting. We can give no assurance that our procedures for monitoring
disclosure controls and procedures or internal control over financial reporting
are adequate.
Our lack of experience in accounting, finance and financial reporting
represents a material weakness in our disclosure controls and procedures.
PART II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not applicable.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES
During the quarter ended September 30, 2004, we issued an aggregate of 77,778
shares of common stock to Pierpoint Investissements SA and certain of its
designees for an aggregate of $3,500 in cash. These sales were made in private
placements in reliance on the exemption contained in Section 4(2) of the
Securities Act of 1933. Pierpoint represented to us that these investors were
accredited investors. We placed restrictive legends on all certificates issued.
Item 3. DEFAULT UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
Item 5. OTHER INFORMATION
Not applicable
Item 6. EXHIBITS
(a) Exhibits required by Item 601 of Regulation S-B
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2 In re: e-Miracle Network, Inc. - Amended Plan or reorganization
(1)
3.1 Articles of Incorporation - E-Kids Network, Inc. (1)
3.2 Articles of Amendment of the Articles of Incorporation of E-Kids
Network, Inc. (1)
3.3 Amended and Restated By Laws of GenoMed, Inc. (1)
10.1 Agreement and Plan of Exchange by and Between GenoMed, Inc. and
Genomic Medicine, LLC and its sole owner (1)
10.2 Amendment to the Agreement and Plan of Exchange (1)
10.3 Agreement with Research Capital, LLC (1)
10.4 Amendment to Agreement with Research Capital, LLC (1)
10.5 Agreement with DNAPrint Genomics, Inc. (1)
10.6 Agreement with Muna, Inc. (1)
10.7 Agreement with Sequence Sciences, LLC (1)
10.8 Agreement with Better Health Technologies, Inc. (1)
10.9 Employment Agreement with Jerry E. White (1)
10.10 Employment Agreement with David Moskowitz (1)
10.11 Option Agreement with David Moskowitz (1)
10.12 Scientific Advisory Board Agreement with Jason Moore (1)
10.13 Scientific Advisory Board Agreement with Scott Williams (1)
10.14 Scientific Advisory Board Agreement with Tony Frudakis (1)
10.15 Resignation of Jerry E. White (3)
10.16 Settlement Agreement with Jerry E. White (3)
10.17 Convertible Promissory Note dated April 9, 2003 payable to
Research Capital, LLC (4)
10.18 Scientific Advisory Board Agreement with Frank Johnson (4)
10.19 Scientific Advisory Board Agreement with Sergio Danilov (4)
10.20 Scientific Advisory Board Agreement with Geoffrey Boner (4)
10.21 Stock Option Agreement with Peter C. Brooks (4)
10.22 Stock Option Agreement with David W. Moskowitz (4)
10.23 Stock Option Award Letter to Jason Moore (4)
10.24 Stock Option Award Letter to Scott Williams (4)
10.25 Stock Option Award Letter to Tony Frudakis (4)
10.26 Stock Option Agreement with Richard A. Kranitz (4)
10.27 Agreement with Advanced Optics Electronics (5)
10.28 Agreement with Pierpoint Investments (5)
10.29 Agreement with E & E Communications (5)
21 List of subsidiaries (1)
23 Consent of Stark Winter Schenkein & Co., LLP, Certified Public
Accountants (2)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32 Certifications furnished pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(1) Previously filed on April 4, 2002, as exhibit to Form 10-SB Registration
Statement, hereby incorporated by reference
(2) Previously filed on July 19, 2001, as exhibit to Form 10-SB Registration
Statement, hereby incorporated by reference
(3) Previously filed on October 31, 2002, as exhibit to Form 10-SB Registration
Statement, hereby incorporated by reference
(4) Previously filed on May 6, 2003 as an exhibit to Form 10-KSB Annual Report
(5) Previously filed on April 22, 2004 as an exhibit to Form 10-KSB Annual
Report
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
officers.
GenoMed, Inc.
By: /s/ David Moskowitz
------------------------
Dr. David Moskowitz
President/Chief Executive Officer/Chairman of the Board
DATED: November 22, 2004