- Notification that Annual Report will be submitted late (NT 10-K)
March 15 2012 - 5:02PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SEC FILE NUMBER
000-53127
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FORM 12b-25
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CUSIP NUMBER
37182R102
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NOTIFICATION OF LATE FILING
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(Check One):
x
Form 10-K
¨
Form 20-F
¨
Form 11-K
o
Form 10-Q
¨
Form
N-SAR
¨
Form N-CSR
For Period Ended: December 31, 2011
¨
Transition
Report on Form 10-K
¨
Transition
Report on Form 20-F
¨
Transition Report on Form 11-K
¨
Transition Report on Form 10-Q
¨
Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
________________________________________________________________________
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PART I – REGISTRANT INFORMATION
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Genesis Biopharma, Inc.
Full Name of Registrant
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Freight Management Corp.
Former Name if Applicable
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11500 Olympic Boulevard, Suite 400
Address of Principal Executive Office (Street and Number)
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Los Angeles, California 90064
City, State and Zip Code
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PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
ý
ý
¨
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(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or N-CSR, or portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
State below in reasonable detail the reasons why Form 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Genesis Biopharma, Inc. (the “Company”) is unable
to file its Annual Report on Form 10-K (the “Report”) for the fiscal year ended December 31, 2011 by the scheduled
filing deadline because of the recent change in the Company’s business and the change in the Company’s status as an
accelerated filer.
PART IV – OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Michael Handelman
(Name)
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866
(Area Code)
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963-2220
(Telephone Number)
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(2) Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
S
Yes
¨
No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
x
Yes
¨
No
The Company has not generated any revenues since its inception.
However, the Company’s loss from operations increased from $815,000 for the fiscal year ended December 31, 2010 to approximately
$21,067,000 for the fiscal year ended December 31, 2011, and the Company’s net loss increased from $1,608,000 in fiscal 2010
to approximately $24,211,000 in fiscal 2011.
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
________________________________________________________________________
Genesis
Biopharma, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 15, 2012
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By
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/s/ MICHAEL
HANDELMAN
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Michael Handelman, Chief Financial
Officer
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INSTRUCTION: The form may be signed by an executive officer
of the registrant of by any other duly authorized representative. The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with
the form.