Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
GENESIS BIOPHARMA, INC
Jurisdiction of Incorporation/Organization
NE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • FREIGHT MANAGEMENT CORP
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

10960 WILSHIRE BOULEVARD
SUITE 1050
LOS ANGELES, CA 90024
Phone Number: subscription required

Item 3. Related Persons

Name
MICHAEL HANDELMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
PAUL KESSLER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DAVID VOYTICKY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MERRILL MCPEAK
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

BIOTECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
05/22/2013

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
1350000
Total Amount Sold
1350000
Total Remaining to be Sold
0
Clarification of Response
$1,350,000 IN CASH, OTHER CONSIDERATION IN THE CANCELLATION OF $9,267,640 IN DEBT AND THE EXCHANGE OF 12,273,418 WARRANTS.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
30

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response
NONE, OTHER THAN COMPENSATION TO EXECUTIVE OFFICERS IN THEIR ROLES AS EMPLOYEES.

Signature and Submission

Issuer Name
GENESIS BIOPHARMA, INC
Issuer Signature
/S/ MICHAEL HANDELMAN
Signer Name
MICHAEL HANDELMAN
Signer Title
CHIEF FINANCIAL OFFICER
Signature Date
06/06/2013
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