-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sghg3SMxCy9adRPHzS2F255E5bS9YgWhn4phURvY9WBDNJXNSGNy6VtMfUWi9p/z 8IIvjX7SH+XLcfAWdXygjg== 0001019687-10-003938.txt : 20101105 0001019687-10-003938.hdr.sgml : 20101105 20101104213840 ACCESSION NUMBER: 0001019687-10-003938 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101105 DATE AS OF CHANGE: 20101104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Genesis Biopharma, Inc CENTRAL INDEX KEY: 0001425205 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 753254381 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85384 FILM NUMBER: 101166558 BUSINESS ADDRESS: STREET 1: 1601 N. SEPULVEDA BLVD., #632 CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 BUSINESS PHONE: 866-963-2220 MAIL ADDRESS: STREET 1: 1601 N. SEPULVEDA BLVD., #632 CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 FORMER COMPANY: FORMER CONFORMED NAME: FREIGHT MANAGEMENT CORP DATE OF NAME CHANGE: 20080128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hamilton Atlantic CENTRAL INDEX KEY: 0001488127 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THE HARBOUR TRUST CO. LTD. STREET 2: ONE CAPITAL PLACE, PO BOX 897 CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1 - 1103 BUSINESS PHONE: 323-960-3802 MAIL ADDRESS: STREET 1: THE HARBOUR TRUST CO. LTD. STREET 2: ONE CAPITAL PLACE, PO BOX 897 CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1 - 1103 SC 13D/A 1 hamilton_sc13da1-110410.htm HAMILTON ATLANTIC hamilton_sc13da1-110410.htm
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
Genesis Biopharma, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

37182R102 
(CUSIP Number)

Amy Wang, Esq.
6353 W. Sunset Boulevard, Suite 4006, Hollywood, CA 90028
(323) 960-3802
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 31, 2010
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
CUSIP No.   35702Q109
 
 1
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 
Hamilton Atlantic
 2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
(b)
 3
SEC Use Only
 
 4
Source of Funds (See Instructions)
 
OO
 5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
 6
Citizenship or Place of Organization
 
Cayman Islands
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
7
Sole Voting Power
 
0
 
8
Shared Voting Power
 
 
 
9
Sole Dispositive Power
 
0
 
10
Shared Dispositive Power
 
 
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 
 
 
13
Percent of Class Represented by Amount in Row (11)
 
0%
14
Type of Reporting Person (See Instructions)
 
CO
 
 
 
 
2
 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.
Security and Issuer
 
This statement relates to the shares of common stock (the “Shares”) of Genesis Biopharma, Inc. (the “Issuer”).  The address of the Issuer’s principal executive offices is 1601 North Sepulveda Boulevard, #632, Manhattan Beach, CA 90266.
 
Item 2.
Identity and Background
 
This statement is filed on behalf of all persons and entities and participants of Hamilton Atlantic, an entity organized under the laws of the Cayman Islands (“Hamilton”).  Hamilton is referred to herein as the “Reporting Person.”
 
The Reporting Person is a privately held company formed for the purpose of acquiring certain intellectual property rights related to the development and commercialization of biotechnology drugs, primarily anti-CD55 antibodies that could be developed and commercialized for the treatment of cancer, including certain patents, patent applications, materials, and know-how (the “Intellectual Property”).  The address of the Reporting Person’s registered office is of The Harbour Trust Co. Ltd., One Capital Place, P.O. Box 897, George Town, Grand Cayman  KY1 - 1103, Cayman Islands.  Graham May and Amy Wang are Directors of the Reporting Person and as such have voting and dispositive power over the shares held by the Reporting Person.
 
During the last five years the Reporting Person has not been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
The Reporting Person received 20,960,016 Shares as consideration for the Intellectual Property purchased by the Issuer pursuant to the Asset Purchase Agreement dated March 15, 2010 by and among the Reporting Person, Issuer and the other signatories thereto.  On or around March 31, 2010, the Reporting Person distributed these Shares to its shareholders pursuant to the Share Distribution Agreement executed in March 2010.
 
Item 4.
Purpose of Transaction
 
The Reporting Person acquired Shares as consideration for the Intellectual Property purchased by the Issuer pursuant to the Asset Purchase Agreement dated March 15, 2010 by and among the Reporting Person, Issuer and the other signatories thereto.  On or around March 31, 2010, the Reporting Person distributed these Shares to its shareholders pursuant to the Share Distribution Agreement executed in March 2010.
 
 
Item 5.
Interest in Securities of the Issuer
   
 
(a)
As of the date of the filing of this Amendment No. 1 to Schedule 13D, the Reporting Person owns no shares of common stock of the Issuer.
     
 
(b)
Graham May and Amy Wang, as Directors of the Reporting Person, have the power to vote and dispose of the Shares owned by the Reporting Person, but Mr. May and Ms. Wang disclaim beneficial ownership of the Shares owned by the Reporting Person.
 
 
 
 
3
 
 
 
 
(c)
Not applicable.
     
 
(d)
No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
     
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to Be Filed as Exhibits
 
 
1.
Asset Purchase Agreement among Freight Management Corp. (renamed Genesis Biopharma, Inc.), Genesis Biopharma, Inc., Hamilton Atlantic and the other signatories thereto dated March 15, 2010(1).
     
 
2.
Share Distribution Agreement among Hamilton Atlantic and shareholders of Hamilton Atlantic dated March 9, 2010(2).
______________
 
(1)
Incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on March 19, 2010.
(2)
Incorporated by reference to the Exhibit to the Schedule 13D filed by the Reporting Person on March 26, 2010.
 
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  November 4, 2010

HAMILTON ATLANTIC


By: /s/ Amy Wang
 

 
 
 
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