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Friday, 01/15/2010 6:41:17 AM

Friday, January 15, 2010 6:41:17 AM

Post# of 1341
- Annual Statement of Changes in Beneficial Ownership (5)
Date : 12/18/2009 @ 3:54PM
Source : Edgar (US Regulatory)
Stock : Genova Biotherapeutics (OTC) (GVBP)
Quote : 0.03 0.0 (0.00%) @ 2:05AM


- Annual Statement of Changes in Beneficial Ownership (5)




FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES


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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940



1. Name and Address of Reporting Person *
Mardan Consulting Inc.
2. Issuer Name and Ticker or Trading Symbol
Genova Biotherapeutics Inc. [GVBP]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director __ X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)


(Last) (First) (Middle)
1960 - 143 STREET
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)

12/31/2008
(Street)
SURREY, A1 V4A7Z2

(City) (State) (Zip) 4. If Amendment, Date Original Filed (MM/DD/YYYY)


6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common 6/23/2006 A4 2000000 A $0.05 2000000 D
Common 4/19/2007 S4 1799216 D $0.05 200784 D
Common 12/14/2007 A4 79000 A $0.05 279784 D
Common 8/11/2008 G4 279784 D $0 0 D
Common 3/3/2009 9/16/2008 J4 279784 (1) A $0 279784 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date
(MM/DD/YYYY) 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $0.05 1/1/2006 A4 2000000 1/1/2006 12/31/2011 Common 2000000 $0.05 0 D
Warrant $0.05 6/23/2006 C4 2000000 1/1/2006 12/31/2011 Common 2000000 $0.05 0 D

Explanation of Responses:
( 1) Shares received as a gift for no consideration

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mardan Consulting Inc.
1960 - 143 STREET
SURREY, A1 V4A7Z2
X



Signatures

Daniel Baxter, President 12/18/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


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