f10q-genm.htm

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

Commission File Number: 000-26607

GENMED HOLDING CORP.

Exact name of registrant as specified in its charter

	NEVADA			88-0390828
	(State or other jurisdiction of			I.R.S. Employer
	incorporation or organization)			Identification No.

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

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

		N/A
		(Former name, former address and former fiscal year,
		if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 x Yes oNo

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) x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o			Accelerated filer o
	Non-accelerated filer o (Do not check if a smaller reporting company)			Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 173,813,461 shares of common stock as of November 18, 2011.

GENMED HOLDING CORP.

FORM 10-Q

TABLE OF CONTENTS

Item #	Description	Page Numbers

	PART I		4

ITEM 1	FINANCIAL STATEMENTS		4

ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		18

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		20

ITEM 4	CONTROLS AND PROCEDURES		20

	PART II		21

ITEM 1	LEGAL PROCEEDINGS		21

ITEM 1A	RISK FACTORS		21

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		22

ITEM 3	DEFAULTS UPON SENIOR SECURITIES		22

ITEM 4	[REMOVED AND RESERVED]		22

ITEM 5	OTHER INFORMATION		22

ITEM 6	EXHIBITS		23

	SIGNATURES		24

EXHIBIT 31.1	SECTION 302 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

EXHIBIT 31.2	SECTION 302 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

EXHIBIT 32.1	SECTION 906 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

EXHIBIT 32.2	SECTION 906 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE

This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K/A, and any updated risk factors we include in our quarterly reports on Form 10-Q and other filings with the SEC. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:


	•	risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment;

	•	our ability to attract new clients and retain existing clients;

	•	our ability to retain and attract key employees;

	•	risks associated with assumptions we make in connection with our critical accounting estimates;

	•	potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;

	•	potential downgrades in the credit ratings of our securities;

	•	risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and

	•	developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our 2010 Annual Report on Form 10-K/A and other filings with the SEC.

PART I

ITEM 1 FINANCIAL STATEMENTS

GENMED HOLDING CORP. AND SUBSIDIARIES

UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

CONTENTS

Consolidated Balance Sheets as of September 30, 2011 (Unaudited) and December 31, 2010

Page 5

Consolidated Statements of Operations for the three and nine months ended September 30, 2011 and 2010 (unaudited)

Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010 (unaudited)

Statements of Stockholders Deficit for the nine months ended September 30, 2011 (Unaudited) and for the year ended December 31, 2010

Notes to Consolidated Financial Statements (Unaudited)

GENMED HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
	September 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	1,267,349		$	868,770
VAT receivable		6,647			31,890
Amount due from related party		-			298,170
Prepaid Expenses		8,095			25,916
Total Current Assets		1,282,091			1,224,746

EQUIPMENT, net of accumulated depreciation of $11,641 and $8,798 at September 30, 2011 and December 31, 2010, respectively		5,832			8,231
Total Assets	$	1,287,923		$	1,232,977

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	110,819		$	175,109
Accrued salaries		36,633			87,351
Accrued expenses		3,399			9,511
Accrued expenses - related parties		177,975			159,037
Loans payable to related parties		42,534			119,822
Total Current Liabilities		371,360			550,830

LONG TERM LIABILITIES
Bonds payable, net of discount of $233,440 and $0 at
September 30, 2011 and December 31, 2010, respectively		2,350,459			1,147,534
Subordinated convertible debentures, net of discount of
$809,160 and $1,066,198 at September 30, 2011 and
December 31, 2010, respectively		218,499			35,114
Total Long Term Liabilities		2,568,958			1,182,648

Total Liabilities		2,940,318			1,733,478

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' DEFICIT
Class A Convertible Preferred Stock, par value $0.001; authorized 500,000,000shares; there were no shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		-			-
Common stock, par value $0.001; authorized 500,000,000 shares; issued and outstanding 173,813,461 and 164,977,533 shares at September 30, 2011 and December 31, 2010, respectively		173,812			164,976
Additional paid-in capital		70,528,733			69,302,178
Accumulated deficit		(72,367,724	)		(69,995,753	)
Accumulated other comprehensive income (loss)		12,784			28,098
Total Stockholders' Deficit		(1,652,395	)		(500,501	)

Total Liabilities and Stockholders' Deficit	$	1,287,923		$	1,232,977


See accompanying notes to consolidated financial statements.

GENMED HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
				Restated						Restated

NET SALES	$	-		$	-		$	-		$	-

COSTS AND EXPENSES
Selling, general and administrative		270,494			265,308			1,850,021			735,327
Depreciation and amortization		917			181,719			2,705			545,179
Research & development		15,627			15,055			63,317			58,266
Total Costs and Expenses		287,038			462,082			1,916,043			1,338,772

NET OPERATING LOSS		(287,038	)		(462,082	)		(1,916,043	)		(1,338,772	)

OTHER INCOME (EXPENSE)
Income (loss) on foreign exchange		(19,418	)		55,054			43,106			12,760
Interest expense		(75,778	)		(16,426	)		(197,458	)		(20,237	)
Amortization - debt discount		(80,846	)		(20,017	)		(301,576	)		(362,046	)
Total Other Income (Expense)		(176,042	)		18,611			(455,928	)		(369,523	)

LOSS BEFORE INCOME TAXES		(463,080	)		(443,471	)		(2,371,971	)		(1,708,295	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(463,080	)	$	(443,471	)	$	(2,371,971	)	$	(1,708,295	)

NET LOSS PER COMMON SHARE
(BASIC AND DILUTED)	$	-		$	-		$	(0.01	)	$	(0.01	)

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING		173,813,461			161,821,489			169,108,859			149,302,895


See accompanying notes to consolidated financial statements.

GENMED HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the nine months ended
	September 30,
	2011			2010
				Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,371,971	)	$	(1,708,295	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation and amortization		2,705			545,179
Amortization of beneficial conversion feature		301,576			362,046
Stock-based compensation		870,040			-
Changes in operating assets and liabilities:
Accounts receivable		-			60,730
VAT receivable		26,982			(3,735	)
Amount due from related party		316,598			-
Prepaid expenses		19,140			-
Accounts payable		(69,162	)		(88,105	)
Accrued salaries		(50,574	)		(159,130	)
Accrued expenses		31,802			-
Accrued expenses - related parties		18,646			560,929
Net Cash Used in Operating Activities		(904,218	)		(430,381	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Used in Investing Activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		-			(493	)
Proceeds from bonds payable		1,438,056			512,198
Advances from notes payable to related parties		-			17,412
Payments on loans payable to related parties		(80,383	)		-
Proceeds from issuance of common stock		-			603,010
Net Cash Provided by Investing Activities		1,357,673			1,132,127

EFFECT OF CHANGE IN EXCHANGE RATE		(54,876	)		31,790

INCREASE IN CASH		398,579			733,536

CASH, BEGINNING OF PERIOD		868,770			-
CASH, END OF PERIOD	$	1,267,349		$	733,536


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID FOR:
Interest	$	170,799		$	-
Taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Conversion of convertible debentures into common stock	$	-		$	1,197,952
Conversion of accrued expenses and loans to subordinated notes	$	-		$	961,912
Conversion of subordinated convertible debentures into common stock	$	70,757		$	-
Conversion of accrued interest payable into common stock	$	38,000		$	-
Issuance of common stock for promotional services	$	20,040		$	-
Issuance of common stock for consultancy services	$	850,000		$	-
Beneficial conversion feature on bonds payable charged to additional paid-in capital	$	256,594		$	-


See accompanying notes to consolidated financial statements.

GENMED HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2010

														Accumulated
	Class A Convertible								Additional					Other			Total
	Preferred Stock				Common Stock				Paid-In		Accumulated			Comprehensive			Stockholders
	Shares		Amount		Shares		Amount		Capital		Deficit			Income (Loss)			Deficit
Balance, December 31, 2009		-	$	-		123,211,739	$	123,212	$	66,240,744	$	(62,266,626	)	$	5,765		$	4,103,095

Conversion of convertible debentures into common stock
at $0.04 per share						29,948,794		29,948		1,168,004								1,197,952
Issuance of Common Stock for cash at $0.05 per share						417,000		416		20,434								20,850
Issuance of Common Stock for cash at $0.06 per share						9,200,000		9,200		572,960								582,160
Issuance of Common Stock for cash at $0.07 per share						2,200,000		2,200		150,959								153,159
Beneficial conversion features on convertible debentures										1,149,077								1,149,077
Components of comprehensive loss:
Foreign currency translation															22,333			22,333
Net loss for the year ended December 31, 2010												(7,729,127	)					(7,729,127	)
Total comprehensive loss																		(7,706,794	)
Balance, December 31, 2010		-		-		164,977,533		164,976		69,302,178		(69,995,753	)		28,098			(500,501	)

Issuance of Common Stock for promotional services at $0.12 per share						167,000		167		19,873								20,040
Issuance of Common Stock for consultancy services at $0.17 per share						5,000,000		5,000		845,000								850,000
Issuance of Common Stock for conversion of accrued interest payable
due on subordinated convertible debentures at $0.02 per share						1,900,000		1,900		36,100								38,000
Issuance of Common Stock for conversion of subordinated convertible
debenture at $0.04 per share						1,768,928		1,769		68,988								70,757
Beneficial conversion features on bonds payable										256,594								256,594
Components of comprehensive loss:
Foreign currency translation															(15,314	)		(15,314	)
Net loss for the nine months ended September 30, 2011												(2,371,971	)					(2,371,971	)
Total comprehensive loss																		(2,387,285	)
Balance, September 30, 2011 (Unaudited)		-	$	-		173,813,461	$	173,812	$	70,528,733	$	(72,367,724	)	$	12,784		$	(1,652,395	)



See accompanying notes to consolidated financial statements.

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 1 – RESTATEMENT OF PRIOR PERIOD CONSOLIDATED FINANCIAL STATEMENTS

The Company restated its previously issued consolidated financial statements included in the original quarterly report on Form 10-Q for the three and nine month periods ended September 30, 2010 to reflect the effect of an accounting and reporting error in the preparation of the financial statements. This error resulted in an overstatement of subordinated notes in the amount of $949,895, an understatement of accrued expenses – related parties in the amount of $8,000, an overstatement of accumulated deficit in the amount of $941,895 at September 30, 2010, and the overstatement of amortization – debt discount (originally reported as interest expense) and net loss in the amount of $941,895 for the three and nine month periods ended September 30, 2010. Additionally, certain amounts in the 2010 consolidated financial statements were reclassified to conform to the presentation used in 2011. The revisions applied to the affected individual line items in the consolidated financial statements are as follows:

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 1 - RESTATEMENT OF PRIOR PERIOD CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATED BALANCE SHEET (UNAUDITED)

	September 30, 2010
	As previously						As
	Reported			Adjustments			Restated

ASSETS

CURRENT ASSETS
Cash	$	733,536		$	-		$	733,536
Accounts receivable		21,134			-			21,134
VAT receivable		10,189			-			10,189
Total Current Assets		764,859			-			764,859

EQUIPMENT, net of accumulated depreciation		9,336			-			9,336
MEDICAL REGISTRATION RIGHTS, net of accumulated amortization		5,607,407			-			5,607,407
Total Assets	$	6,381,602		$	-		$	6,381,602

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	178,575		$	-		$	178,575
Accrued salaries		147,014			-			147,014
Accrued expenses		164,102			(164,102	)		-
Accrued expenses - related parties		-			172,102			172,102
Subordinated notes		969,912			(969,912	)		-
Notes payable		512,198			(512,198	)		-
Loans payable to related parties		172,736			-			172,736
Total Current Liabilities		2,144,537			(1,474,110	)		670,427

LONG TERM LIABILITIES
Bonds payable		-			512,198			512,198
Subordinated convertible debentures, net of discount		-			20,017			20,017
Total Long Term Liabilities		-			532,215			532,215

Total Liabilities		2,144,537			(941,895	)		1,202,642

COMMITMENTS AND CONTINGENCIES		-			-			-

STOCKHOLDERS' EQUITY
Class A Convertible Preferred Stock		-			-			-
Common stock		162,776			-			162,776
Additional paid-in capital		68,964,054			-			68,964,054
Accumulated deficit		(64,916,816	)		941,895			(63,974,921	)
Accumulated other comprehensive income (loss)		27,051			-			27,051
Total Stockholders' Equity		4,237,065			941,895			5,178,960

Total Liabilities and Stockholders' Equity	$	6,381,602		$	-		$	6,381,602

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 1 - RESTATEMENT OF PRIOR PERIOD CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	For the Nine Months Ended September 30, 2010
	As previously						As
	reported			Adjustments			Restated

NET SALES	$	4,648		$	(4,648	)	$	-

COSTS AND EXPENSES
Selling, general and administrative		739,975			(4,648	)		735,327
Depreciation and amortization		545,179			-			545,179
Research & development		58,266			-			58,266
Total Costs and Expenses		1,343,420			(4,648	)		1,338,772

NET OPERATING LOSS		(1,338,772	)		-			(1,338,772	)

OTHER INCOME (EXPENSE)
Income (loss) on foreign exchange		12,760			-			12,760
Interest expense		(1,324,178	)		1,303,941			(20,237	)
Amortization - debt discount		-			(362,046	)		(362,046	)
Total Other Income (Expense)		(1,311,418	)		941,895			(369,523	)

LOSS BEFORE INCOME TAXES		(2,650,190	)		941,895			(1,708,295	)

PROVISION FOR INCOME TAXES		-			-			-

NET LOSS	$	(2,650,190	)	$	941,895		$	(1,708,295	)

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 1 - RESTATEMENT OF PRIOR PERIOD CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	For the Three Months Ended September 30, 2010
	As previously						As
	reported			Adjustments			Restated

NET SALES	$	4,145		$	(4,145	)	$	-

COSTS AND EXPENSES
Selling, general and administrative		269,453			(4,145	)		265,308
Depreciation and amortization		181,719			-			181,719
Research & development		15,055			-			15,055
Total Costs and Expenses		466,227			(4,145	)		462,082

NET OPERATING LOSS		(462,082	)		-			(462,082	)

OTHER INCOME (EXPENSE)
Income (loss) on foreign exchange		55,054			-			55,054
Interest expense		(978,338	)		961,912			(16,426	)
Amortization - debt discount		-			(20,017	)		(20,017	)
Total Other Income (Expense)		(923,284	)		941,895			18,611

LOSS BEFORE INCOME TAXES		(1,385,366	)		941,895			(443,471	)

PROVISION FOR INCOME TAXES		-			-			-

NET LOSS	$	(1,385,366	)	$	941,895		$	(443,471	)

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 1 - RESTATEMENT OF PRIOR PERIOD CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended September 30, 2010
	As previously						As
	Reported			Adjustments			Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,650,190	)	$	941,895		$	(1,708,295	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation and amortization		545,179			-			545,179
Amortization of beneficial conversion feature		1,303,941			(941,895	)		362,046
Changes in operating assets and liabilities:
Accounts receivable		60,730			-			60,730
VAT receivable		(3,735	)		-			(3,735	)
Accounts payable		(88,105	)		-			(88,105	)
Accrued salaries		(159,130	)		-			(159,130	)
Accrued expenses		560,929			(560,929	)		-
Accrued expenses - related parties		-			560,929			560,929
Net Cash Used in Operating Activities		(430,381	)		-			(430,381	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Used in Investing Activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		(493	)		-			(493	)
Proceeds from bonds payable		512,198			-			512,198
Advances from notes payable to related parties		17,412			-			17,412
Proceeds from issuance of common stock		603,010			-			603,010
Net Cash Provided by Investing Activities		1,132,127			-			1,132,127

EFFECT OF CHANGE IN EXCHANGE RATE		31,790			-			31,790

INCREASE IN CASH		733,536			-			733,536

CASH, BEGINNING OF PERIOD		-			-			-
CASH, END OF PERIOD	$	733,536		$	-		$	733,536

NOTE 2 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Genmed Holding Corp. (“GENM” or the “Company”) through its wholly owned Dutch subsidiary Genmed B.V. is focusing on the delivery of low cost generic medicines directly to distribution chains throughout Europe. Generic medicines, which become available when the originator medicines patents has expired, are, due to continuing governmental pressure and new insurance policies, increasingly used as equally effective alternatives to higher-priced originator pharmaceuticals by general practitioners, specialists and hospitals.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted for interim financial statement presentation and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the financial statements and footnotes thereto included in the Genmed Holding Corp. and Subsidiaries annual report on Form 10-K/A for the year ended December 31, 2010.

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $2,371,971 for the nine months ended September 30, 2011 and has an accumulated deficit of $72,367,724 at September 30, 2011. Management's plans include the raising of capital through the equity markets to fund future operations and the generating of revenue through its business. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Other Accounting policies are set forth in Note B of our audited consolidated financial statements included in the Company’s Form 10-K/A for the year ended December 31, 2010.

Principals of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Genmed B.V. and SNS Americas, Inc.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Translation

The Company considers the EURO (“€”) to be its functional currency. Assets and liabilities were translated into US dollars (“US$”) as of September 30, 2011 and December 31, 2010 at the period end exchange rate of €1.00 to US$ 1.35970 and €1.00 to US$ 1.32520, respectively. Statement of Operations amounts for the nine months ended September 30, 2011 and 2010 were translated using the average rates during the periods of €1.00 to US$ 1.40710 and €1.00 to US$ 1.31695, respectively.

Reclassifications

Certain amounts in the December 31, 2010 financial statements have been reclassified to conform to the presentation used in the September 30, 2011 financial statements.

NOTE 5 - IMPAIRMENT OF MEDICAL REGISTRATION RIGHTS AT YEAR-END

The Company reviewed its Medical Registration Rights at December 31, 2010 and 2009 for impairment. The Company has the registration rights to sell a product called Paracetamol in the European Union. The Company has incurred delays in obtaining the Marketing Authorizations, resulting in delays in receiving revenue compared to its original projections. The Company has utilized the income approach to value its Medical Registration Rights and at December 31, 2010, the discounted cash flows did not support the carrying value of the asset as a result of the revenue delays. In accordance with U.S. Generally Accepted Accounting Standards, the Company was required to impair the Rights. In 2009, management revised their discounted cash flow assumptions and revenue projections resulting in an impairment of the Medical Registration Rights. Consequently, the Company recognized impairment losses of $5,405,606 and $6,252,359 at December 31, 2010 and 2009, respectively.

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 6 - CONSULTING AGREEMENTS – RELATED PARTIES

On April 17, 2008, the Company entered into a Consulting Agreement with Total Invest International B.V. (“Total Invest”), a company organized in The Netherlands, which is also a stockholder of the Company. Pursuant to such Consulting Agreement, Total Invest will consult with the Company on finding, analyzing, structuring and negotiating sales and marketing agreements, alliances and other desirable projects with regard to the Company’s sales of its generic pharmaceutical products. Total Invest received an initial payment of $40,000 upon execution of the Consulting Agreement, will receive $20,000 per month for the length of the Consulting Agreement, and two and one-half percent (2.5%) of the total revenues from all sales and other revenues actually received by the Company, until such time as Total Look has received a total of $3,000,000, as compensation for its consulting services. For the nine months ended September 30, 2011 and 2010, the Company recognized $180,000 in consulting expense, under this consulting agreement. The amounts due at September 30, 2011 and December 31, 2010 are $11,984 and $35,936, respectively, and are included in accrued expenses – related parties.

On March 3, 2010, the Company entered into a Management Services Agreement with E.R. Bouwens Beheermaatschappij B.V. (“ERB”), a company organized in The Netherlands and owned by the Company’s CEO. Pursuant to such Management Services Agreement, ERB will act as CEO of the Company and will manage and control the conduct of the business of the Company in accordance with the resolutions passed by and the instructions of the shareholders of the Company and the articles of association of the Company and the laws of the United States and The Netherlands. The Consulting agreement commenced on January 1, 2010 and is indefinite. ERB received an initial payment of $100,000 upon execution of the Management Services Agreement as part of the services rendered from April 17, 2008 to December 31, 2009, and will receive $20,000 per month for the length of the Management Services Agreement. For the nine months ended September 30, 2011 and 2010 the Company recognized $180,000 and $280,000 respectively, in management services expense, under this consulting agreement. The amounts due at September 30, 2011 and December 31, 2010 are $119,744 and $64,281, respectively, and are included in accrued expenses – related parties.

On March 3, 2010, the Company entered into a Management Services Agreement with R. Hibma (“RHI”), the Company’s CFO. Pursuant to such Management Services Agreement, RHI will act as CFO of the Company. The agreement commenced on January 1, 2010 and is indefinite. RHI will receive €6,500 per month for the length of the Management Services Agreement. On June 10, 2011 the Company and RHI agreed upon a reduction of €1,500 to the monthly fee. For the nine months ended September 30, 2011 and 2010 the Company recognized approximately $74,300 and $73,180 (€52,500 and €58,500), respectively in management services expense, under this consulting agreement. The amounts due at September 30, 2011 and December 31, 2010 are $28,423 and $35,836, respectively, and are included in accrued expenses – related parties.

NOTE 7 – NOTES PAYABLE TO RELATED PARTIES

On June 30, 2009, the Company and two note holders agreed upon the consolidation of their notes, including the unpaid interest, and to issue a new 100% Premium Secured Convertible Promissory Note. The new note is issued for the amount of $925,000, bears an annual interest rate of 8% and is convertible into shares of the Company’s Common Stock at a share price of $0.04 per share. The Secured Promissory Note was due on June 30, 2010. A beneficial conversion feature of $462,500 was recognized as part of this conversion and is being amortized over the year of the Secured Promissory Note.

On December 31, 2009, the Company and Mr. Bouwens, the CEO of the Company, agreed upon the conversion of his note, including the unpaid interest, and to issue a new 100% Premium Secured Convertible Promissory Note. The new note is issued for the amount of $221,557, bears an annual interest rate of 8% and is convertible into shares of the Company’s Common Stock at a share price of $0.04 per share. The Secured Promissory Note was due on December 31, 2010. A beneficial conversion feature of $110,779 was recognized as part of this conversion and is being amortized over the year of the Secured Promissory Note.

On March 3, 2010, the holders of the Convertible notes have converted their notes including the unpaid interest into shares of the Company’s Common Stock. As such, the Company has issued 29,948,794 shares of Common Stock of the Company.

The Company has received other loans from individuals related to the Company at various times for working capital and to fund required operating expenses. Loans received in 2011 and 2010 amounted to approximately $0 and $13,000 (€10,000), respectively. Amounts repaid in 2011 and 2010 amounted to approximately $82,000 (€57,127) and $50,000 (€38,080), respectively. These advances are unsecured and bear interest at the rate of 8% per year. The amounts outstanding at September 30, 2011 and December 31, 2010 aggregate $42,534 and $119,822 respectively.

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 7 – NOTES PAYABLE TO RELATED PARTIES (Continued)

In August 2010, the Company requested the related note holders and its officers to subordinate the loans and unpaid interest as well as unpaid fees and salaries receivable from the Company to all bonds (see Note 8) that have been issued and will be issued for the term of such bonds. At August 25, 2010, the Company and the related note holders as well as the officers of the Company entered into various subordination agreements, subordinating a total amount of approximately $960,000. The new notes bear an annual interest of 7.8%, payable each calendar quarter and include an option to convert the subordinated amounts into shares of Common Stock of the Company at a fixed conversion price of $0.04 per share. A beneficial conversion feature of approximately $960,000 was recorded as part of this conversion and is being amortized as interest expense over the term of the bonds, which is four years.

On December 8, 2010, two subordinated note holders sold their note and other amounts receivable from the Company including the unpaid interest to an unrelated party. The Company issued a new 10% Secured Convertible Debenture with the new party. The new note is issued for the amount of $855,960, bears an annual interest rate of 10% and is convertible into shares of the Company’s Common Stock equal to the lesser of (i) $0.02 per share, or (ii) if the shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, 50% of the lowest “Bid”price on the date of conversion. The debenture is subordinated to all outstanding Bond Agreements of the Company as the debt originated from the conversion of subordinated debt agreements. A beneficial conversion feature of approximately $149,000, after adjusting for the unamortized amount of $706,875 which remained on the August 25, 2010 subordinated debt, was recorded as part of this conversion. The discount is being amortized over the term of the bonds, which is four years. The 10% Secured Convertible Debenture is secured by a grant of first priority security interest in all of the assets of the Company.

On December 8, 2010, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note, including the unpaid interest and any other amount owed to him, and to issue a new 10% Secured Convertible Debenture. The new note is issued for the amount of $132,914, bears an annual interest rate of 10% and is convertible into shares of the Company’s Common Stock equal to the lesser of (i) $0.02 per share, or (ii) if the shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, 50% of the lowest “Bid”price on the date of conversion. The debenture is subordinated to all outstanding Bond Agreements of the Company as the debt originated from the conversion of subordinated debt agreements. A beneficial conversion feature of approximately $39,000, after adjusting for the unamortized amount of $93,750 which remained on the August 25, 2010 subordinated debt, was recorded as part of this conversion. The discount is being amortized over the term of the bonds, which is four years. The 10% Secured Convertible Debenture is secured by a grant of first priority security interest in all of the assets of the Company.

On June 10, 2011, the Company and a subordinated note holder, agreed upon the conversion of the subordinated note into shares of the Company’s Common Stock. An amount of $70,757 was converted at $0.04 per share into 1,768,928 shares of the Company’s Common Stock.

Amortization of the discounts amounted to $257,038 and $20,017 during the nine months ended September 30, 2011 and 2010, respectively.

At December 31, 2010, minimum future principal payments over the next five years and in the aggregate are as follows:

Year Ending	Notes		Loans
December 31, 2011	$	-	$	119,822
December 31, 2012		-		-
December 31, 2013		-		-
December 31, 2014		1,101,312		-
December 31, 2015		-		-
Thereafter		-		-
Total	$	1,101,312	$	119,822

GENMED HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(UNAUDITED)

NOTE 8 – BONDS PAYABLE

During the third and fourth quarters of 2010, as part of the implementation of its business plan, the Company issued approximately €865,000 ($1,146,000) in bonds. During the nine month period ending September 30, 2011, the Company issued an additional €1,022,000 (approximately $1,389,600) in bonds. The bonds have a term of 48 months and, depending on the participated amount, bear an annual interest rate of 7.4% or 7,8%. The Bonds are recallable, after 10, 22 or 34 months, with a notice of two months and with a penalty of 10% of the value of the bond, up to a yearly maximum of 5% of the total funds received through the issuances of such bonds. Buyback requests will be handled in order of entries.

During the first and second quarter of 2011, the Company has also entered into addendum agreements with some of the bondholders for a conversion feature, whereby the bondholder has the right to convert the bond, or a portion of it, during the term of the bond into shares of the Company’s common stock at prices ranging between $0.15 and $0.50 per share. Holders of approximately $2,188,000 of bonds may convert the bonds into 8,587,751 shares of common stock.

A beneficial conversion feature of approximately $256,594 (€182,007) was recorded as part of the addendum agreements and is being amortized as interest expense over the term of the bonds, which is four years.

Amortization of the discounts amounted to $44,539 (€31,653) and $0 for the nine months ended September 30, 2011 and 2010, respectively.

At December 31, 2010, future minimum principal payments over the next five years and in the aggregate are as follows:

Year Ending	Amount
December 31, 2011	$	-
December 31, 2012		-
December 31, 2013		-
December 31, 2014		1,147,534
December 31, 2015		-
Total	$	1,147,534

NOTE 9 – STOCK ISSUANCES

On March 18, 2011, the Company issued 167,000 shares of its common stock to an individual for promotional services valued at $0.12 per share for a total value of $20,040.

On May 23, 2011, the Company issued 5,000,000 shares of its common stock to a Company for financial consulting services valued at $0.17 per share for a total value of $850,000.

On May 23, 2011, the Company issued 1,900,000 shares of its common stock to a company as part of a conversion of the interest payable on subordinated convertible debt at $0.02 per share for a total value of $38,000.

On June 10, 2011, the Company issued 1,768,928 shares of its common stock to its CFO as part of a conversion of subordinated convertible debt at $0.04 per share for a total value of $70,757.

NOTE 10 – AMOUNT DUE FROM RELATED PARTY

At December 31, 2010, the Company had an amount due from a related party of $298,170 (€225,000). The amount was transferred to a deposit account of a company which is owned by the Company’s CEO. The amount due was non-interest bearing and was received in full in April 2011.

NOTE 11 – SUBSEQUENT EVENT

In October of 2011, the Company entered into a bond agreement for an additional €25,000 (approximately $34,000).

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Information

This Form 10-Q quarterly report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

General

The following discussion and analysis summarizes the results of operations of Genmed Holding Corp. ("Genmed," the "Company," or "we"), for the three and nine month periods ended September 30, 2011.

The Company successfully obtained the Marketing Authorizations for its first generic product within seven countries of the European Union. The Company continued developing its business, and has now entered into negotiations with distributors in four countries within the EU.

The Company has also started negotiations with certain distributors in countries outside the European Union to sell a number of its products. The Company hopes that these negotiations will finally result in sales orders, though the Company anticipates that actual sales will take some time to develop due to the registration requirements in the various countries. The Company believes that the registration process in these countries is less costly and less time consuming than the registration process for countries within the European Union, and hopes to be able to start selling its products in a reasonable time.

On April 17, 2008, the Company entered into a Stock Exchange Agreement (the “Stock Exchange Agreement”) with Genmed BV resulting in Genmed BV becoming a wholly owned subsidiary of the Company. Also on April 17, 2008, the Company entered into a General Release and Settlement Agreement (the “General Release and Settlement Agreement) and a consulting agreement with London Finance Group. See Exhibits 10.1, 10.2, and 10.3 incorporated by reference hereto.

In April 2009, the parties to the Stock Exchange Agreement, the General Release and Settlement Agreement and the consulting agreement described above, agreed and formalized by written agreement, to the cancellation of all of the warrants issued pursuant to such agreements, to the cancellation and re-issuing of certain shares issued pursuant to such agreements, and agreed to the cancellation of the consulting agreement with the London Finance Group, including the cancellation of the shares and warrants that have been issued to the London Finance Group as part of such consulting agreement. See Exhibit 10.4 hereto, Release and Settlement Agreement between the Company, Joost de Metz, Willem Blijleven, E.R. Bouwens Beheermaatschappij B.V., Medical Network Holding BV, Total Look, BV, London Finance Group, Ltd., Dojo Enterprises, LLC, Hyperion Fund, L.P., The Palisades Capital, LLC 401(k) Profit Sharing Trust, The Morpheus 2005 Trust dated December 1, 2005, Burton Partners, LLC, Picasso, LLC, and Glacier, LLC.

Results of Operations

Comparison of the three months ended September 30, 2011 and 2010

Net Sales. The Company had no sales during the three months ended September 30, 2011 and 2010. This is because the Company had to submit additional variations to its current product registration and Marketing Authorizations in order to be allowed to start with the sales and marketing of its product.

Selling, General, and Administrative expenses. The Company incurred $270,494 in Selling, general, and administrative expenses during the three month period ended September 30, 2011 as compared to $265,308 in Selling, general, and administrative expenses for the comparable period in 2010.

Depreciation and Amortization. The Company incurred $917 in depreciation and amortization during the three months ended September 30, 2011, compared $181,719 in depreciation and amortization during the three months ended September 30, 2010. The decrease in depreciation and amortization expenses is primarily due to the impairment of the Medical Registration Rights, an asset that was acquired through the purchase of Genmed B.V., our Dutch subsidiary, as per December 31, 2010.

Research and Development. The Company incurred $15,627 in Research and Development expenses during the three months ended September 30, 2011, as compared to $15,055 in Research and Development expenses during the three months ended September 30, 2010.

Net Operating Loss. As a result of the Company’s selling, general, and administrative expenses, the Company incurred a net operating loss of $287,038 for the three month period ended September 30, 2011, as compared with $462,082 for the three month period ended September 30, 2010.

Other Income (Expenses). The Company incurred a loss on foreign exchange during the three month period ended September 30, 2011 of $19,418 compared to income of $55,054 for the three month period ended September 30, 2010. The Company incurred interest expenses of $75,778 during the three month period ended September 30, 2011, as compared to $16,426 in interest expenses during the comparable period in 2010. The increase in interest expense was due primarily to the subordinated convertible debt agreements the Company entered into with related note holders and its officers, and the issuance of interest bearing bonds. A beneficial conversion feature was recognized upon issuance of the subordinated convertible debt and some of the bonds which are convertible into common stock. Amortization of debt discount of $80,846 and $20,017 was recorded for the three month period ended September 30, 2011 and 2010, respectively.

Net Loss. The Company incurred a net loss of $463,080 during the three month period ended September 30, 2011, as compared with a net loss of $443,471 for the three month period ended September 30, 2010.

Comparison of the nine months ended September 30, 2011 and 2010

Net Sales. The Company had no sales during the period ended September 30, 2011 and 2010. This is because the Company had to submit additional variations to its current product registration and Marketing Authorizations in order to be allowed to start with the sales and marketing of its product.

Selling, General, and Administrative expenses. Selling, general, and administrative expenses increased to $1,850,021 during the nine month period ended September 30, 2011 as compared to $735,327 for the comparable period in 2010. The increase in Selling, General and Administrative expenses is primarily due to the financial consulting services for the bond issuances. The Company issued 5,000,000 shares of Common Stock at $0.17 per share for such services and expensed $850,000 as such.

Depreciation and Amortization. The Company incurred $2,705 in depreciation and amortization during the nine months ended September 30, 2011, compared to $545,179 in depreciation and amortization during the nine months ended June 30, 2010. The decrease in depreciation and amortization expenses is primarily due to the impairment of the Medical Registration Rights, an asset that was acquired through the purchase of Genmed B.V., our Dutch subsidiary, as per December 31, 2010.

Research and Development. The Company incurred $63,317 in Research and Development expenses during the nine months ended September 30, 2011, as compared to $58,266 in Research and Development expenses during the nine months ended September 30, 2010.

Net Operating Loss. As a result of the Company’s selling, general, and administrative expenses, the Company incurred a net operating loss of $1,916,043 for the period ended September 30, 2011, as compared with $1,338,772 for the period ended September 30, 2010.

Other Income (Expenses). The Company incurred income on foreign exchange of $43,106 and $12,760 during the nine month period ended September 30, 2011 and 2010 respectively. The Company incurred interest expenses of $197,458 during the nine month period ended September 30, 2011, as compared to $20,237 in interest expenses during the comparable period in 2010. The increase in interest expense was due primarily to the subordinated convertible debt agreements the Company entered into with related note holders and its officers, and the issuance of interest bearing bonds. A beneficial conversion feature was recognized upon issuance of the subordinated convertible debt and some of the bonds which are convertible into common stock. Amortization of debt discount of $301,576 and $362,046 was recorded for the nine month period ended September 30, 2011 and 2010, respectively.

Net Loss. The Company incurred a net loss of $2,371,971 during the period ended September 30, 2011, as compared with a net loss of $1,708,295 for the period ended September 30, 2010. The increase in the net loss is primarily due to the increase in selling, general and administrative expenses.

Liquidity and Capital Resources

At September 30, 2011, the Company had a working capital of $910,731.

At September 30, 2011, the Company successfully registered its first generic product in seven EU countries and continued developing its business of the distribution and sale of generic drugs. The Company had no revenues in generic products during the nine months ended September 30, 2011 and had no revenues in generic products during the comparable period in 2010.

As of September 30, 2011, the Company was primarily relying on its corporate officers, directors, and outside investors for the funding needed for the implementation of its business plan. The Company’s management is currently looking for the capital needed to complete its corporate objectives. The Company cannot predict the extent to which its liquidity and capital resources will be available prior to executing its business plan or whether it will have sufficient capital to fund typical operating expenses.

If the Company is unable to obtain financing from any of one of these aforementioned sources, the Company would not be able to complete the financial requirements regarding the development of its generic drug distribution business or to continue as a going concern.

In August 2010, the Company requested from their related party note holders and its officers to subordinate any outstanding loans, interest, fees and unpaid salaries due to them from the Company to any and all bond holders of the Company. As of August 25, 2010, a total amount of $960,000 has been subordinated to the Company’s bond holders.

During the third and fourth quarters of 2010, as part of the implementation of its business plan, the Company issued approximately €865,000 ($1,146,000) in bonds. During the nine month period ending September 30, 2011, the Company issued an additional €1,022,000 (approximately $1,389,600) in bonds. The bonds have a term of 48 months and, depending on the participated amount, bear an annual interest rate of 7.4% or 7.8%. The Bonds are recallable, after 10, 22 or 34 months, with a notice of two months and with a penalty of 10% of the value of the bond, up to a yearly maximum of 5% of the total funds received through the issuances of such bonds. Buyback requests will be handled in order of entries.

In 2011, the Company has also entered into addendum agreements with some of the bondholders for a conversion feature, whereby the bondholder has the right to convert the bond, or a portion of it, during the term of the bond into shares of the Company’s common stock at prices ranging between $0.15 and $0.50 per share. Holders of approximately $2,188,000 of bonds may convert the bonds into 8,587,751 shares of common stock.

In October 2011, the Company entered into a bond agreement for an additional €25,000 (approximately $34,000).

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

Management is responsible for establishing and maintaining adequate controls over financial reporting. The Company’s disclosure controls and procedures are designed to ensure (i) that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act of 1934, as amended (the “Exchange Act”), are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and may find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the company’s operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Pursuant to rules adopted by the SEC as directed by Section 302 of the Sarbanes-Oxley Act of 2002, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)) as of September 30, 2011. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, were not effective at a reasonable assurance level. Management’s assessment identified the following material weaknesses:

·	As of September 30, 2011, there was a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles (“GAAP”) in the US and the financial reporting requirements of the Securities and Exchange Commission.

·	As of September 30, 2011, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to current requirements of GAAP and SEC disclosure requirements.

·	As of September 30, 2011, there was a lack of segregation of duties, in that we had only one person performing all accounting-related duties.

·	As of September 30, 2011, there were no independent directors and no independent audit committee.

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented. We continue to evaluate the effectiveness of internal controls and procedures on an on-going basis. We plan to further address these issues once we commence operations and are able to hire additional personnel in financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company’s outstanding shares at September 30, 2011 differ from the transfer agent by 15,578,826 shares. The shares are in connection with an April 2009 Release and Settlement Agreement. In accordance with the agreement, certain shareholders (known as the “California Shareholders) who are party to the agreement were to return 15,578,826 shares to the transfer agent and the Company was to reissue 13,178,826 shares to another company controlled by a principal shareholder of the Company. The original 15,578,826 shares were included in a block of shares aggregating 19,740,000 which are part of a law suit involving the California shareholders. In March 2011, the California shareholders obtained a court order whereby they regained possession of the shares which were to be returned to the Company. The Company, assuming the 15,578,826 shares would be returned, issued the 13,178,826 shares under the terms of the Release and Settlement Agreement. As of the filing of this report, the California shareholders have not returned the shares and the Company is vigorously pursuing every available course of action to have the shares returned to the transfer agent and be cancelled.

Item 1A. Risk Factors

An investment in our shares is speculative and involves a high degree of risk. Therefore, you should not invest in our shares unless you are able to bear a loss of your entire investment. You should carefully consider the following factors as well as those set forth in our annual report on Form 10-K/A for the year ended December 31, 2010 and the other information contained herein before deciding to invest in our shares. Factors that could cause actual results to differ from our expectations, statements or projections include the risks and uncertainties relating to our business described above. The fact that some of the risk factors may be the same or similar to our past filings means only that the risks are present in multiple periods. We believe that many of the risks detailed here and in our SEC filings are part of doing business in our industry and will likely be present in all periods reported. The fact that certain risks are endemic to our industry does not lessen the significance of the risk. We urge you to carefully consider the following discussion of risks as well as other information regarding our common stock. This report and statements that we may make from time to time may contain forward-looking information. There can be no assurance that actual results will not differ materially from our expectations, statements or projections.

Risk Factors Relating to our Business

The Company is currently in the development stage of its generic drug distribution business and is attempting to develop and maintain relationships with generic drug manufacturers, retail entities, and government regulatory authorities. If the Company is unable to develop and maintain such relationships or unable to secure and maintain contractual relationships with generic drug manufacturers, retail entities, and government regulatory and licensing authorities the Company may not be able to fulfill its business plan and would likely be unable to continue its operations.

Similarly, if the Company is unable to obtain regulatory licensing to distribute, market, and sell its generic drugs, the Company would likely be unable to continue its operations. The Company is seeking to distribute and sell its generic drugs throughout Europe and in other countries. The Company will be subject to certain regulatory requirements which may cause the Company to incur additional expenses and resources maintaining compliance with such regulations, and may slow or stop the Company’s ability to distribute and sell generic drugs.

The distribution of pharmaceuticals and related healthcare solutions is highly competitive. The Company competes with national wholesale distributors of pharmaceuticals; regional and local distributors of pharmaceuticals; chain drugstores that warehouse their own pharmaceuticals; specialty distributors; and other healthcare providers. The Company is competing against more experienced and more developed competitors with greater resources, and established relationships, contracts, and products.

As shown in the accompanying financial statements and notes, the Company has incurred a net loss of $2,371,971 for the nine months ended September 30, 2011 and has an accumulated deficit of $72,367,724 at September 30, 2011. The Company is reliant upon its officers and directors for capital and intends to raise capital through equity markets to fund future operations and to generate revenue through its business operations. Failure to raise adequate capital and to generate adequate sales revenues could result in the Company being unable to effectuate its business plan. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that such revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flow from operations. These matters have raised substantial doubt about the Company's ability to continue as a going concern.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 23, 2011, the Company issued 167,000 shares of its common stock to an individual for promotional services valued at $0.12 per share for a total value of $20,040.

On May 23, 2011, the Company issued 5,000,000 shares of its common stock to a Company for financial consulting services valued at $0.17 per share for a total value of $850,000.

On May 23, 2011, the Company issued 1,900,000 shares of its common stock to a company as part of a conversion of the interest payable on subordinated convertible debt valued at $0.02 per share for a total value of $38,000.

On June 10, 2011, the Company issued 1,768,928 shares of its common stock to its CFO as part of a conversion of subordinated convertible debt valued at $0.04 per share for a total value of $70,757.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

N/A

Item 5. Other Information

None

Item 6. Exhibits

Exhibit 10.1

Stock Exchange Agreement between the Company and Joost de Metz (“de Metz”), Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and Medical Network Holding BV dated April 17, 2008, incorporated herein by reference to Exhibit 9.2 to the Form 8-K current report of the Company filed on May 2, 2008.

Exhibit 10.2

General Release and Settlement Agreement, incorporated herein by reference to Exhibit 9.1 to the Form 8-K current report of the Company filed on May 2, 2008.

Exhibit 10.3

Consulting Agreement between the Company and London Finance Group, Ltd.,

incorporated herein by reference to Exhibit 9.1 to the Form 8-K current report of the Company filed on May 2, 2008.

Exhibit 10.4

Release and Settlement Agreement between the Company, Joost de Metz, Willem Blijleven, E.R. Bouwens Beheermaatschappij B.V., Medical Network Holding BV, Total Look, BV, London Finance Group, Ltd., Dojo Enterprises, LLC, Hyperion Fund, L.P., The Palisades Capital, LLC 401(k) Profit Sharing Trust, The Morpheus 2005 Trust dated December 1, 2005, Burton Partners, LLC, Picasso, LLC and Glacier, LLC, incorporated herein by reference to Exhibit 10.2 to the Form 10-K annual report of the Company filed on May 15, 2009.

Exhibit 31.1

Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2

Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1

Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2

Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 18, 2011	Genmed Holding Corp.


	By: /s/ Randy Hibma
	Randy Hibma, Chief Financial Officer