PROT / Proteonomix, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Proteonomix, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1469559
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Proteonomix, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
November 13, 2012 15-12G

- FORM 15

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 5, 2012 8-K

- FORM 8K

Item 10 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

September 24, 2012 10-Q/A

Quarterly Report - FORM 10-Q/A

Form 10-Q 6/30/10 +++ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q /A X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2012 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

September 20, 2012 10-Q/A

Quarterly Report - FORM 10-Q/A

Converted by EDGARwiz UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2012 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

September 19, 2012 8-K

- FORM 8-K

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

September 19, 2012 EX-10

CLINICAL TRIAL AGREEMENT

CLINICAL TRIAL AGREEMENT This Clinical Trial Agreement ("Agreement") entered into this day of August, 2012 (the “Effective Date”), by and between; The University of Medicine and Dentistry of New Jersey, a body corporate and politic of the State of New Jersey ("University") and Proteonomix, Inc.

September 18, 2012 EX-10

List of Subsidiaries of Proteonomix, Inc.

Converted by EDGARwiz EX 10.64 – LIST OF SUBSIDIARIES Exhibit 10.64 List of Subsidiaries of Proteonomix, Inc. Thor Biopharma, Inc. Stromacel, Inc. Proteoderm, Inc. XGen Medical LLC National Stem Cell, Inc. The Sperm Bank of New York Proteonomix Regenerative Translational Medicine Institute, Inc. (PRTMI)

September 18, 2012 EX-10

MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF PROTEONOMIX, INC.

Converted by EDGARwiz EXHIBIT 10.65 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF PROTEONOMIX, INC. On December 3, 2010, a special meeting of the Board of Directors of Proteonomix, Inc. (the “Corporation”) was held telephonically. Appearing at the meeting were directors Michael Cohen, Steven Byle and Roger Fidler. A quorum being present the meeting was called to order. Roger Fidler act

September 18, 2012 10-K/A

Annual Report - FORM 10-K/A

Form 10-Q 6/30/10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment # 2 1 ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

September 18, 2012 EX-10

EXCLUSIVE LICENSE AGREEMENT

EX-10 8 ex1068licenseagreement.htm EX 10.68 - LICENSE AGREEMENT Exhibit 10.68 – License Agreement EXCLUSIVE LICENSE AGREEMENT This EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of May 4, 2010 (the "Effective Date") by and between McNiece Cohen Foundation, Inc., a Florida corporation with a mailing address at 821 Majorca Ave, Coral Gables, FL 33134 (the “Foundation”) and Proteono

September 5, 2012 10-Q/A

Quarterly Report - FORM 10-Q/A

Form 10-Q 6/30/10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q /A (Amendment #2 1 ) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2012 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

September 5, 2012 EX-10

CONSULTING SERVICES AGREEMENT

Converted by EDGARwiz 1 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is entered into on, January 16, 2012 between Proteonomix, Inc.

August 27, 2012 EX-10

MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF PROTEONOMIX, INC.

Converted by EDGARwiz EXHIBIT 10.65 MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF PROTEONOMIX, INC. On December 3, 2010, a special meeting of the Board of Directors of Proteonomix, Inc. (the “Corporation”) was held telephonically. Appearing at the meeting were directors Michael Cohen, Steven Byle and Roger Fidler. A quorum being present the meeting was called to order. Roger Fidler act

August 27, 2012 EX-10

List of Subsidiaries of Proteonomix, Inc.

EX 10.64 – LIST OF SUBSIDIARIES Exhibit 10.64 List of Subsidiaries of Proteonomix, Inc. Thor Biopharma, Inc. Stromacel, Inc. Proteoderm, Inc. XGen Medical LLC National Stem Cell, Inc. The Sperm Bank of New York Proteonomix Regenerative Translational Medicine Institute, Inc. (PRTMI)

August 27, 2012 10-K/A

Annual Report - FORM 10-K/A

Form 10-Q 6/30/10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K /A (Amendment #1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

August 27, 2012 EX-10

EXCLUSIVE LICENSE AGREEMENT

EXCLUSIVE LICENSE AGREEMENT Exhibit 10.68 – License Agreement EXCLUSIVE LICENSE AGREEMENT This EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of May 4, 2010 (the "Effective Date") by and between McNiece Cohen Foundation, Inc., a Florida corporation with a mailing address at 821 Majorca Ave, Coral Gables, FL 33134 (the “Foundation”) and Proteonomix, Inc., a Delaware corporation, w

August 21, 2012 10-Q

Quarterly Report - FORM 10-Q 6-31-2012

Form 10-Q 6/30/10 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 June 30, 2012 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

August 21, 2012 EX-10

ARTICLE 1 LICENSE;

EXHIBIT 10.67 – MATERIAL CONTRACT EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into as of June 18, 2012 (the “Effective Date”) by and between Proteonomix Inc, Inc., a Delaware corporation, with its principal office at 145 Highview Terrace, Hawthorne, NJ 07506 ( “PROTEONOMIX”); and Ian McNiece having an address 821 Majorca Ave, Coral Gables, FL 33134 (“L

August 14, 2012 NT 10-Q

- FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 13, 2012 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

August 9, 2012 EX-10.63

CONSULTING AGREEMENT

CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is entered into as of 2 March, 2012 (the “Effective Date”), by and between Proteonomix, Inc.

August 9, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

June 22, 2012 10-Q/A

Quarterly Report - FORM 10-Q/A

Converted by EDGARwiz UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2012 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

June 18, 2012 8-K/A

- FORM 8K/A

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

June 13, 2012 10-Q

Quarterly Report - FORM 10-Q

Form 10-Q 6/30/10 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 March 31, 2012 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

June 12, 2012 8-K

- FORM 8K

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

June 7, 2012 8-K

Other Events - FORM 8-K

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

May 25, 2012 EX-16.1

May 25, 2012

Exhibit 16.1 May 25, 2012 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We have read Proteonomix, Inc.’s statements included under Item 4.01 of its Form 8-K for May 25, 2012, and we agree with such statements concerning our Firm. /s/ Demetrius & Company, L.L.C.

May 25, 2012 8-K

Changes in Registrant's Certifying Accountant - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

May 16, 2012 NT 10-Q

- FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR For Period Ended: March 31, 2012 [ ] 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 Re

May 14, 2012 8-K

Changes in Registrant's Certifying Accountant - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

May 14, 2012 EX-16.1

JPDH & Company

Exhibit 16.1 JPDH & Company Certified Public Accountants and Consultants May 11, 2012 Securities and Exchange Commission 450 Fifth Street NW Washington, DC 20549 We were engaged as the independent accountants for Proteonomix, Inc . (the Company) from April 27th (date we received the signed engagement letter and the 8-K was filed). On May 9, 2012 we discussed and sent a letter dated May 8, 2012 whi

May 7, 2012 S-1/A

- S-1/A

CATASYS, INC. (Form: S-1/A, Received: 11/18/2011 17:00:27) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Proteonomix, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 45-5185575 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classificati

May 2, 2012 8-K

Other Events - FORM 8-K

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

April 27, 2012 EX-16

April 24, 2012

Converted by EDGARwiz Exhibit 16.1 April 24, 2012 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 We have read the statements that we understand Proteonomix, Inc. (the “Registrant” or the “Company”) will include under Item 4.01 of the Form 8-K report it will file regarding the change in independent registered public accounting firms. We agree with such statements regarding

April 27, 2012 8-K

Changes in Registrant's Certifying Accountant - FORM 8-K

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

April 18, 2012 S-1

Registration Statement - FORM S-1

CATASYS, INC. (Form: S-1/A, Received: 11/18/2011 17:00:27) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Proteonomix, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 13-3842844 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification

April 18, 2012 RW

- LETTER TO WITHDRAW S-1/A

Converted by EDGARwiz PROTEONOMIX, INC. 145 Highview Terrace Hawthorne, NJ 07506 (973) 544 – 6116 (973) 949 – 4196 (Fax) VIA EDGAR AND EXPRESS MAIL April 18, 2012 United States Securities and Exchange Commission Washington, D.C. 20549-6010 Division of Corporation Finance Re: Proteonomix, Inc. Request for Withdrawal of Amendment to the Registration Statement on Form S-1 (SEC File No. 333 - 172001)

April 17, 2012 S-1/A

- S-1/A

CATASYS, INC. (Form: S-1/A, Received: 11/18/2011 17:00:27) Registration No. 333 - 172001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Proteonomix, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 13-3842844 (State or other jurisdiction of incorporation or or

April 11, 2012 8-K

Termination of a Material Definitive Agreement, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

April 5, 2012 10-K/A

Annual Report - FORM 10-K/A

Converted by EDGARwiz UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

March 30, 2012 10-K

Annual Report - FORM 10-K

Converted by EDGARwiz UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

March 13, 2012 EX-4

SERIES A COMMON STOCK PURCHASE WARRANT PROTEONOMIX, INC.

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM

March 13, 2012 EX-4

SERIES C COMMON STOCK PURCHASE WARRANT PROTEONOMIX, INC.

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM

March 13, 2012 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

March 13, 2012 EX-10

REGISTRATION RIGHTS AGREEMENT

Converted by EDGARwiz REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February , 2012, between Proteonomix, Inc.

March 13, 2012 EX-10

RODMAN & RENSHAW, LLC

Converted by EDGARwiz RODMAN & RENSHAW, LLC February 15, 2012 STRICTLY CONFIDENTIAL Michael Cohen Chief Executive Officer Proteonomix, Inc.

March 13, 2012 EX-10

ARTICLE I.

Converted by EDGARwiz SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March , 2012, between Proteonomix, Inc.

March 13, 2012 EX-4

PROTEONOMIX, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW

20 PROTEONOMIX, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Michael Cohen and Jason Isaacs, do hereby certify that: 1. They are the President and Secretary, respectively, of Proteonomix, Inc., a Delaware corporation (the “Corporation”). 2. The Corporat

March 13, 2012 EX-4

SERIES B COMMON STOCK PURCHASE WARRANT PROTEONOMIX, INC.

Converted by EDGARwiz NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

February 10, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8K

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

February 3, 2012 8-K

Other Events - FORM 8K

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

February 2, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8K

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

February 1, 2012 8-K

Other Events - FORM 8-K

On March 2, 2011, Proteonomix, Inc SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

January 6, 2012 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits - CURRENT REPORT

8-K 1 prot0608108k SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

January 6, 2012 EX-3

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of SERIES D PREFERRED STOCK of PROTEONOMIX, INC. (Pursuant to Section 151 of the Delaware General Corporation Law)

EX-3 3 seriesdcertificateofdesignat.htm EX 3.12 - CERTIFICATE OF DESIGNATION State of Delaware Secretary of State Division of Corporations Delivered 005:24 PM 12/29/2011 FILED 05:24 PM 12/29/2011 SRV 111353929 – 2519416 FILE CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of SERIES D PREFERRED STOCK of PROTEONOMIX, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Proteonom

January 6, 2012 EX-3

AMENDED CERTIFICATE OF DESIGNATION,PREFERENCES AND RIGHTSofPREFERRED STOCK ofPROTEONOMIX, INC.(Pursuant to Section 151 of the Delaware General Corporation Law)

Converted by EDGARwiz State of Delaware Secretary of State Division of Corporations Delivered 04:34 PM 12/29/2011 FILED 04:34 PM 12/29/2011 SRV 111353911 – 2519416 FILE AMENDED CERTIFICATE OF DESIGNATION,PREFERENCES AND RIGHTSofPREFERRED STOCK ofPROTEONOMIX, INC.

January 5, 2012 8-K

Other Events - CURRENT REPORT

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2012 Commission File Number: 000-53750 PROTEONOMIX, INC.

December 28, 2011 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

December 9, 2011 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2011 Commission File Number: 000-5375

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

November 22, 2011 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2011 Commission File Number: 000-537

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

November 17, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A

Form 10-Q 6/30/10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A 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 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

November 15, 2011 EX-10

Endnotes

RESEARCH AGREEMENT This Research Agreement (the ?Agreement?) made this 15th day of November, 2011, (?Effective Date?) by and between Proteonomix Inc.

November 15, 2011 8-K

Entry into a Material Definitive Agreement

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Form 10-Q 6/30/10 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 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

November 14, 2011 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

October 21, 2011 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

October 18, 2011 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

September 29, 2011 8-K

Other Events

8-K 1 prot09282011.htm SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC. (Name of Registrant in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organizatio

September 7, 2011 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

August 30, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Form 10-Q 6/30/10 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 June 30, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

August 30, 2011 EX-10.58

(SIGNATURE PAGE TO FOLLOW BELOW)

Converted by EDGARwiz Gilford Securities Incorporated Since 1979 26 July 2011 Proteonomix 187 Mill Lane Mountainside, NJ 07092 Attn: Michael Cohen, CEO Letter of Engagement Dear Michael, You have informed us that Proteonomix, Inc.

August 30, 2011 EX-10.58

(SIGNATURE PAGE TO FOLLOW BELOW)

Gilford Securities Incorporated Since 1979 26 July 2011 Proteonomix 187 Mill Lane Mountainside, NJ 07092 Attn: Michael Cohen, CEO Letter of Engagement Dear Michael, You have informed us that Proteonomix, Inc.

August 30, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Form 10-Q 6/30/10 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 June 30, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

August 17, 2011 EX-10

(SIGNATURE PAGE TO FOLLOW BELOW)

EX-10 2 agreementex10z58.htm EX 10.58 - AGREEMENT Gilford Securities Incorporated Since 1979 26 July 2011 Proteonomix 187 Mill Lane Mountainside, NJ 07092 Attn: Michael Cohen, CEO Letter of Engagement Dear Michael, You have informed us that Proteonomix, Inc.(the "Company") would like to retain a broker-dealer to participate in a public offering ("Transaction" or "Financing"). This letter (the "Eng

August 17, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Form 10-Q 6/30/10 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 June 30, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

August 11, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Form 10-Q 6/30/10 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 June 30, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

August 11, 2011 EX-10

(SIGNATURE PAGE TO FOLLOW BELOW)

Converted by EDGARwiz Gilford Securities Incorporated Since 1979 26 July 2011 Proteonomix 187 Mill Lane Mountainside, NJ 07092 Attn: Michael Cohen, CEO Letter of Engagement Dear Michael, You have informed us that Proteonomix, Inc.

June 17, 2011 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

April 28, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

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 March 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

April 8, 2011 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

March 29, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2010 [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

March 11, 2011 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

March 8, 2011 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2011 Commission File Number: 000-53750 PROTEONOMIX, INC.

March 8, 2011 EX-10.57

LICENSE AGREEMENT

Exhibit 10.57 LICENSE AGREEMENT This License Agreement (the "Agreement") is entered into and made effective the 2nd day of March, 2011 (the "Effective Date") between COHEN MCNIECE FOUNDATION whose principal place of business is at 821 Majorca Avenue, Coral Gables Florida 33134 (hereinafter referred to as "LICENSOR") and PROTEONOMIX, INC., a Delaware corporation, whose principal place of business i

February 1, 2011 EX-10.56

WOLFE Investor Relations ? Financial Communications ? Media Relations RETAINER AGREEMENT

EXHIBIT 10.56 WOLFE AXELROD WEINBERGER Investor Relations ? Financial Communications ? Media Relations RETAINER AGREEMENT Proteonomix, Inc. (PROT:PK) ("the Client") engages Wolfe Axelrod Weinberger Associates LLC ("WAW'), as its investor relations firm for a program of financial communications and investor relations. This agreement is intended to memorialize the duties and responsibilities of the

February 1, 2011 EX-10.54

CONTRACT FOR PROFESSIONAL CONSULTING SERVICES

Exhibit 10.54 CONTRACT FOR PROFESSIONAL CONSULTING SERVICES This professional consulting agreement is entered into by and between Jens Dalsgaard, whose principal place of business is 369 Third St. #B-546 San Rafael, CA 94901, hereafter referred to as ?Consultant,? and Proteonomix, Inc., a business entity duly organized and operating under the laws of the State of Delaware, whose business address i

February 1, 2011 EX-10.53

PROTEONOMIX, INC. 2010 EMPLOYEES, DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION AND STOCK AWARD PLAN

Exhibit 10:53 PROTEONOMIX, INC. 2010 EMPLOYEES, DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION AND STOCK AWARD PLAN SECTION 1. PURPOSE OF THE PLAN. The purpose of the of Proteonomix, Inc. 2010 Employees, Directors and Officers Consultants Stock Option and Stock Award Plan (the ?Plan?) is to maintain the ability of Proteonomix, Inc., a Delaware corporation (the ?Company?), and its subsidiaries to

February 1, 2011 EX-10.55

AGREEMENT

EXHIBIT 10.55 AGREEMENT AGREEMENT (this “Agreement” by and between Proteonomix, Inc., a Delaware corporation (“Prot”), and Mollyco of NY, Inc., a New York corporation (“Molly”) dated December 17, 2010 (collectively the “Parties”) Whereas, neither Molly, nor its officers, directors or shareholders are affiliates of Prot as that term is defined under the Securities Act of 1933, as amended, or regula

February 1, 2011 S-1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Proteonomix, Inc. (Name of Small Business Issuer in its Charter) Delaware 2834 13-3842844 (State or other jurisdiction of incor

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Proteonomix, Inc. (Name of Small Business Issuer in its Charter) Delaware 2834 13-3842844 (State or other jurisdiction of incorporation) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 187 Mill Lane, Mountainside, NJ 07052 (973)

December 17, 2010 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.___)* Proteonomix, Inc. (Name of issuer) Common Stock (Title of class of securities) (CUSIP number) Michael C

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Proteonomix, Inc. (Name of issuer) Common Stock (Title of class of securities) 74371C208 (CUSIP number) Michael Cohen 623 Eagle Rock Ave, Suite 102 East Orange, NJ 07052 (Name, address and telephone number of person authorized to receive notic

November 12, 2010 10-Q

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

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, 2010 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

November 12, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

October 12, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

October 7, 2010 8-K

8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

August 26, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

August 19, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

August 16, 2010 8-K

Entry into a Material Definitive Agreement

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

August 11, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter)

Proteonomix 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) (Mark One) [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 · For the quarterly period ended June 30, 2010 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transiti

August 5, 2010 8-K

8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

August 4, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 02, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

June 8, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

June 2, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

June 1, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

May 26, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

May 5, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

April 27, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) [X]Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period end

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) [X]Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2010 [ ]Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission F

April 14, 2010 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 7) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 7) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of registrant as specified in its charter) Delaware 13-3842844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

April 14, 2010 CORRESP

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 Email: [email protected]

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 Email: [email protected] April 14, 2010 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Laura Crotty, Division of Corporation Finance Re: Proteonomix, Inc. Registration Statement on Form 10 Filed March 30, 2010 File No. 000-53750 This letter

March 30, 2010 CORRESP

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 Email: [email protected]

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 Email: [email protected] March 30, 2010 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Laura Crotty, Division of Corporation Finance Re: Proteonomix, Inc. Registration Statement on Form 10 Filed August 4, 2009 File No. 000-53750 This letter

March 30, 2010 EX-10.46

EXCLUSIVE LICENSE AGREEMENT

EXHIBIT 10.46 EXCLUSIVE LICENSE AGREEMENT This EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of October 29, 2007 (the "Effective Date") by and between National Stem Cell Holding, Inc., a Delaware corporation, with its principal office at 187 Mill Lane, Mountainside, NJ 07052 ("NSC"); and Ian McNiece having an address 821 Majorca Ave, Coral Gables, FL 33134 ("Licensor"). RECITALS

March 30, 2010 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 6) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 6) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of registrant as specified in its charter) Delaware 13-3842844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

March 26, 2010 EX-10.52

PROTEONOMIX, INC. AND PROTEODERM, INC. KISHORE AHUJA, M.D. MULTI-CENTER COSMECEUTICAL STUDY AGREEMENT

Exhibit 10.52 PROTEONOMIX, INC. AND PROTEODERM, INC. KISHORE AHUJA, M.D. MULTI-CENTER COSMECEUTICAL STUDY AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of March, 2010, by and-among Proteonomix, Inc., a Delaware corporation and Proteoderm, Inc., a New York corporation, both with offices at 187 Mill Lane, Mountainside, NJ 07092 (respectively "PX" and "PD," collectively “PX/PD")

March 26, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. PROTEONOMIX, INC (Exact name of Registrant

March 26, 2010 EX-10.51

CHIEF SCIENTIFIC OFFICER AGREEMENT BY AND BETWEEN ASHOKE AGARWAL, M.D. AND STROMACEL, INC.

Exhibit 10.51 CHIEF SCIENTIFIC OFFICER AGREEMENT BY AND BETWEEN ASHOKE AGARWAL, M.D. AND STROMACEL, INC. THIS AGREEMENT (this "Agreement") is made and entered into as of February 23, 2010 (the "Effective Date"), by and between StromaCel, Inc., a Florida corporation having an address at 623 Eagle Rock Avenue, Suite 102, West Orange, NJ 07052 (the ?Company"), and Ashoke Agarwal, M.D., with an addres

March 1, 2010 EX-10.50

TERMS OF LOAN AGREEMENT

Exhibit 10.50 TERMS OF LOAN AGREEMENT Principal Amount: $95,000 Lender: Michael Cohen Borrower: Proteonomix, Inc. (a Delaware corporation) Interest: Non-interest-bearing Repayment: On or before December 31, 2011 Promissory Note: Oral agreement (no promissory note)

March 1, 2010 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 5) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 5) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of registrant as specified in its charter) Delaware 13-3842844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

March 1, 2010 CORRESP

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 Email: [email protected]

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 Email: [email protected] March 1, 2010 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Laura Crotty, Division of Corporation Finance Re: Proteonomix, Inc. Registration Statement on Form 10 Filed August 4, 2009 File No. 000-53750 This letter i

February 26, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

February 24, 2010 8-K/A

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1 to Form 8-K) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC. (Name of Registrant in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Org

February 24, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

February 23, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

February 18, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

February 3, 2010 CORRESP

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 [email protected] February 3, 2010 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Laura Crotty, Division of Corporation Finance Re: Proteonomix, Inc. Registration Statement on Form 10 Filed August 4, 2009 File No. 000-53750 Ladies/Gentlemen:

February 3, 2010 CORRESP

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 [email protected] February 3, 2010 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Laura Crotty, Division of Corporation Finance Re: Proteonomix, Inc. Registration Statement on Form 10 Filed August 4, 2009 File No. 000-53750 Ladies/Gentlemen:

February 2, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

January 28, 2010 EX-10.49

ROGER l. FIDLER Attorney at Law 225 Franklin Avenue Midland Park New Jersey 07432 Phone: 201-670-0881 Fax: 201-670-0888 Other: [email protected]

Exhibit 10.49 ROGER l. FIDLER Attorney at Law 225 Franklin Avenue Midland Park New Jersey 07432 Phone: 201-670-0881 Fax: 201-670-0888 Other: [email protected] January 2, 2010 Michael Cohen Chief Executive Officer Proteonomix, Inc. 187 Mill Lane Mountainside, New Jersey 07052 RE: Engagement for Legal Services Dear Mr. Cohen: This letter will describe the basis on which I will provide those servic

January 28, 2010 EX-10.46

EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.46 EXHIBIT 10.46 EXCLUSIVE LICENSE AGREEMENT This EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of October 29, 2007 (the "Effective Date") by and between National Stem Cell Holding, Inc., a Delaware corporation, with its principal office at 187 Mill Lane, Mountainside, NJ 07052 ("NSC"); and Ian McNiece having an address 821 Majorca Ave, Coral Gables, FL 33134 ("Licens

January 28, 2010 EX-10.27

ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONS FROM MICHAEL COHEN TO PROTEONOMIX, INC.

Exhibit 10.27 ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONS FROM MICHAEL COHEN TO PROTEONOMIX, INC. This Assignment Agreement (the ?Agreement?) is made this 1st day of July, 2009, by and between Michael Cohen, residing at 7 Stanford Court, West Orange, New Jersey 07052 (the ?Assignor?); Proteonomix, Inc., a Delaware corporation (?Proteonomix?) with offices at 187 Mill Lane, Mountainside, New

January 28, 2010 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 4) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 4) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of registrant as specified in its charter) Delaware 13-3842844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

January 28, 2010 EX-10.48

EX-10.48

Exhibit 10.48 Research Agreement The University of Miami This Research Agreement (the "Agreement") is entered into as of this 1/31/2008 (the "Effective Date"), by and between The University of Miami, located at 1507 Levante Avenue, Coral Gables, Florida 33124 (the "Institution"), and National Stem Cell, a corporation organized under the laws of the State of a Delaware having an address at 1130 Rou

January 28, 2010 CORRESP

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 Email: [email protected]

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 Email: [email protected] January 28, 2010 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Laura Crotty, Division of Corporation Finance Re: Proteonomix, Inc. Registration Statement on Form 10 Filed August 4, 2009 File No. 000-53750 This lette

January 28, 2010 EX-10.47

AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN PROTEONOMIX, INC. AND MICHAEL COHEN

Exhibit 10.47 AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN PROTEONOMIX, INC. AND MICHAEL COHEN This amended agreement (the ?Agreement?) is made as of this 21ST day of December, 2009, to an employment agreement originally executed on January 5, 2005, as restated January 4, 2008, and amended July 1, 2009 (the ?Employment Agreement?) by and between Proteonomix, Inc. formerly National Stem Cell Ho

January 28, 2010 EX-10.45

NATIONAL STEM CELL HOLDING, INC. CERTIFICATE OF RESOLUTIONS

EXHIBIT 10.45 NATIONAL STEM CELL HOLDING, INC. CERTIFICATE OF RESOLUTIONS Michael Cohen, President, Chief Executive Officer and sole director of National Stem Cell Holding, Inc. (the ?Company?) hereby adopts the following resolutions on January 15, 2005. Whereas, Michael Cohen, President and Chief Executive Officer has rendered services to the Company between January 1, 2002 and June 6, 2005 and h

January 25, 2010 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2010 Commission File Number: 000-53750 PROTEONOMIX, INC.

January 19, 2010 EX-10.46

NATIONAL STEM CELL HOLDING, INC. CERTIFICATE OF RESOLUTIONS

EXHIBIT 10.46 NATIONAL STEM CELL HOLDING, INC. CERTIFICATE OF RESOLUTIONS Michael Cohen, President, Chief Executive Officer and sole director of National Stem Cell Holding, Inc. (the ?Company?) hereby adopts the following resolutions on January 15, 2005. Whereas, Michael Cohen, President and Chief Executive Officer has rendered services to the Company between January 1, 2002 and June 6, 2005 and h

January 19, 2010 CORRESP

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277

PROTEONOMIX, INC. 187 Mill Lane Mountainside, New Jersey 07092 Phone: (973)544-6116 Fax: (973)833-0277 [email protected] January 19, 2010 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Laura Crotty, Division of Corporation Finance Re: Proteonomix, Inc. Registration Statement on Form 10 Filed August 4, 2009 File No. 000-53750 This letter is wr

January 19, 2010 EX-10.45

Patent Application #

Exhibit 10.45 EXHIBIT 10.45 Product Patent Application # FlexPak-5 11-03811

January 19, 2010 EX-10.47

EXCLUSIVE LICENSE AGREEMENT

EXHIBIT 10.47 EXCLUSIVE LICENSE AGREEMENT This EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of October 29, 2007 (the "Effective Date") by and between National Stem Cell Holding, Inc., a Delaware corporation, with its principal office at 187 Mill Lane, Mountainside, NJ 07052 ("NSC"); and Ian McNiece having an address 821 Majorca Ave, Coral Gables, FL 33134 ("Licensor"). RECITALS

January 19, 2010 EX-10.48

AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN PROTEONOMIX, INC. AND MICHAEL COHEN

AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.48 AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN PROTEONOMIX, INC. AND MICHAEL COHEN This amended agreement (the “Agreement”) is made as of this 21ST day of December, 2009, to an employment agreement originally executed on January 5, 2005, as restated January 4, 2008, and amended July 1, 2009 (the “Employment Agreement”) by and between Proteonomix, I

January 19, 2010 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 3) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 3) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of registrant as specified in its charter) Delaware 13-3842844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

December 30, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2009 Commission File Number: 000-53750 PROTEONOMIX, INC.

December 4, 2009 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of registrant as specified in its charter) Delaware 13-3842844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

December 4, 2009 EX-10.44

IAN MCNIECE, PH.D. CONSULTING AGREEMENT

Exhibit 10.44 IAN MCNIECE, PH.D. CONSULTING AGREEMENT THIS AGREEMENT (this ?Agreement?) dated as of November 30 , 2009 ("Effective Date") is made by and between Proteonomix, Inc.., a Delaware corporation, with its principal office at 187 Mill Lane Mountainside, New Jersey 07052 (?the Company?); and Ian McNiece having an address of 821 Majorca Avenue, Coral Gables Florida 33134 (the ?Executive?) (c

December 4, 2009 CORRESP

JOEL PENSLEY Attorney at Law 211 Schoolhouse Road Norfolk, Connecticut 06058 Fax: 212-898-1266 Email: [email protected] Secretary Proteonomix, Inc.

JOEL PENSLEY Attorney at Law 211 Schoolhouse Road Norfolk, Connecticut 06058 860-542-1122 Fax: 212-898-1266 Email: joel@pensley.

December 4, 2009 EX-10.43

ORAL UNDERSTANDING BY AND AMONG THE SPERM BANK OF NEW YORK, INC. AND BIOGENETICS, INC AND THE SPERM AND EMBRYO BANK OF NEW JERSEY, INC. DATED JANUARY 14, 2005

Exhibit 10.43 ORAL UNDERSTANDING BY AND AMONG THE SPERM BANK OF NEW YORK, INC. AND BIOGENETICS, INC AND THE SPERM AND EMBRYO BANK OF NEW JERSEY, INC. DATED JANUARY 14, 2005 The Sperm Bank of New York, Inc. in order to carry out its business purpose as an operating reproductive cell/tissue banking service, including sperm, ova, ovarian tissue and testicular tissue requires collection facilities, cr

November 13, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) (Mark One) [X]Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2009 [ ]Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from

October 20, 2009 EX-10.42

WAIVER AND AMENDMENT AGREEMENT

Exhibit 10.42 WAIVER AND AMENDMENT AGREEMENT This WAIVER AND AMENDMENT AGREEMENT, dated as of September 30, 2008 (this "Agreement"), is entered into by and between Proteonomix, Inc. a Delaware corporation (the "Company"), and Maller Estate Planning Trust (the ?Investor?) (collectively the ?Parties?). RECITALS WHEREAS, the Investor purchased a 10% Secured Note in the principal amount of $175,000 fr

October 20, 2009 EX-10.40

WAIVER AND AMENDMENT AGREEMENT

Exhibit 10.40 WAIVER AND AMENDMENT AGREEMENT This WAIVER AND AMENDMENT AGREEMENT, dated as of September 30, 2008 (this "Agreement"), is entered into by and between Proteonomix, Inc. a Delaware corporation (the "Company"), and Isaac Sambrowsky (the “Investor”) (collectively the “Parties”). RECITALS WHEREAS, the Investor purchased a 10% Secured Note in the principal amount of $35,000 from the Compan

October 20, 2009 EX-10.27

ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONS FROM MICHAEL COHEN TO PROTEONOMIX, INC.

Exhibit 10.27 ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONS FROM MICHAEL COHEN TO PROTEONOMIX, INC. This Assignment Agreement (the “Agreement”) is made this 1st day of July, 2009, by and between Michael Cohen, residing at 7 Stanford Court, West Orange, New Jersey 07052 (the “Assignor”); Proteonomix, Inc., a Delaware corporation (“Proteonomix”) with offices at 187 Mill Lane, Mountainside, New

October 20, 2009 EX-10.22

JOEL PENSLEY Attorney at Law 211 Schoolhouse Road Norfolk, Connecticut 06058 (860) 542-1122 Fax: (212) 898-1266 Email: [email protected] Admitted in New York State

Exhibit 10.22 JOEL PENSLEY Attorney at Law 211 Schoolhouse Road Norfolk, Connecticut 06058 (860) 542-1122 Fax: (212) 898-1266 Email: [email protected] Admitted in New York State November 30, 2007 Michael Cohen Chief Executive Officer National Stem Cell Holding, Inc. 187 Mill Lane Mountainside, New Jersey 07052 RE: Agreement for Legal Services Dear Mr. Cohen I have had several discussions with yo

October 20, 2009 EX-10.38

WAIVER AND AMENDMENT AGREEMENT

Exhibit 10.38 WAIVER AND AMENDMENT AGREEMENT This WAIVER AND AMENDMENT AGREEMENT, dated as of September 30, 2008 (this "Agreement"), is entered into by and between Proteonomix, Inc. a Delaware corporation (the "Company"), and Aryeh Hirsch (the “Investor”) (collectively the “Parties”). RECITALS WHEREAS, the Investor purchased a 10% Secured Note in the principal amount of $25,000 from the Company on

October 20, 2009 EX-10.26

ORAL AGREEMENT RE: CASH ADVANCES BY MICHAEL COHEN AND JOEL PENSLEY TO PROTEONOMIX, INC.

EXHIBIT 10.26 ORAL AGREEMENT RE: CASH ADVANCES BY MICHAEL COHEN AND JOEL PENSLEY TO PROTEONOMIX, INC. This document represents the terms and conditions of oral agreements relating to cash advances by Michael Cohen and Joel Pensley (individually a ?Lender? and collectively the ?Lenders?) to Proteonomix, Inc. (or under its former name National Stem Cell Holding, Inc.) (the ?Company?). From time to t

October 20, 2009 EX-10.24

BioGenetics? Oral Agreements: Lease of premises to National Stem Cell, Inc., Management of sperm collection and cryo-storage Sublet agreement with Roosevelt-St. Luke?s Hospital

Exhibit 10.24 BioGenetics? Oral Agreements: Lease of premises to National Stem Cell, Inc., Management of sperm collection and cryo-storage Sublet agreement with Roosevelt-St. Luke?s Hospital Lease with National Stem Cell, Inc. The terms and conditions of the oral agreement by and between National Stem Cell, Inc. and BioGenetics, Inc. relating to premises at 187 Mill Lane, Mountainside, New Jersey

October 20, 2009 CORRESP

JOEL PENSLEY Attorney at Law 211 Schoolhouse Road Norfolk, Connecticut 06058 Fax: 212-898-1266 Email: [email protected] Secretary Proteonomix, Inc.

JOEL PENSLEY Attorney at Law 211 Schoolhouse Road Norfolk, Connecticut 06058 860-542-1122 Fax: 212-898-1266 Email: joel@pensley.

October 20, 2009 EX-10.35

NATIONAL STEM CELL HOLDING, INC. 10% Note $35,000 April 4, 2007

Exhibit 10.35 THIS NOTE (AS HEREINAFTER DEFINED) AND THE SECURITIES ISSUABLE IN ACCORDANCE HEREWITH HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. NATIONAL STEM CELL

October 20, 2009 EX-10.39

WAIVER AND AMENDMENT AGREEMENT

Exhibit 10.39 WAIVER AND AMENDMENT AGREEMENT This WAIVER AND AMENDMENT AGREEMENT, dated as of September 30, 2008 (this "Agreement"), is entered into by and between Proteonomix, Inc. a Delaware corporation (the "Company"), and Howard and Leigh Maller (the “Investor”) (collectively the “Parties”). RECITALS WHEREAS, the Investor purchased a 10% Secured Note in the principal amount of $25,000 from the

October 20, 2009 EX-10.21

ANTONIO P. MOURA ACCOUNTING AND TAX SERVICES 17 BAUM DRIVE. THOMASTON, CONNECTICUT 06787 (860) 283-4145 REVISED ENGAGEMENT LETTER

Exhibit 10.21 ANTONIO P. MOURA ACCOUNTING AND TAX SERVICES 17 BAUM DRIVE. THOMASTON, CONNECTICUT 06787 (860) 283-4145 [email protected] REVISED ENGAGEMENT LETTER June 30, 2009 Michael Cohen, President/CEO National Stem Cell Holding, Inc. 187 Mill Lane Mountainside, New Jersey 07052 Dear Mr. Cohen; The letter of engagement revises the letter of engagement entered into on November 30, 2007 to

October 20, 2009 EX-10.29

FEE-FOR-SERVICE SUPPLY AGREEMENT (University of Miami/National Stem Cell, Inc.)

Exhibit 10.29 FEE-FOR-SERVICE SUPPLY AGREEMENT (University of Miami/National Stem Cell, Inc.) This Agreement ("Agreement) entered into this 27th day of May , 2008, by and between the University of Miami on behalf of Interdisciplinary Stem Cell Institute of the Miller School of Medicine ("University"), having an address at 1507 Levante Avenue, Coral Gables, Florida and National Stem Cell, Inc. ("Co

October 20, 2009 EX-10.31

STOCK PURCHASE AGREEMENT ALBERT ANOUNA NATIONAL STEM CELL, INC. regarding stock in SPERM BANK OF NEW YORK , INC. January 14, 2005

Exhibit 10.31 STOCK PURCHASE AGREEMENT between ALBERT ANOUNA and NATIONAL STEM CELL, INC. regarding stock in SPERM BANK OF NEW YORK , INC. dated January 14, 2005 TABLE OF CONTENTS Page ARTICLE I SALE AND PURCHASE 2 1.1 Sale and Purchase 2 1.2 Purchase Price 2 1.3 Stock Certificates 2 1.4 Resignations 2 ARTICLE 2 REPRESENTATIONS OF PURCHASER 2 2.1 Organization 2 22 No Violation 3 23 Financial Abili

October 20, 2009 EX-10.36

NATIONAL STEM CELL HOLDING, INC. 10% Note $25,000 April 26, 2007

Exhibit 10.36 THIS NOTE (AS HEREINAFTER DEFINED) AND THE SECURITIES ISSUABLE IN ACCORDANCE HEREWITH HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. NATIONAL STEM CELL

October 20, 2009 EX-10.37

NATIONAL STEM CELL HOLDING, INC. 10% Note $25,000 May 4, 2007

Exhibit 10.37 THIS NOTE (AS HEREINAFTER DEFINED) AND THE SECURITIES ISSUABLE IN ACCORDANCE HEREWITH HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. NATIONAL STEM CELL

October 20, 2009 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of registrant as specified in its charter) Delaware 13-3842844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

October 20, 2009 EX-10.32

SECURITIES PURCHASE AGREEMENT

Exhibit 10.32 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated as of March 29, 2007 (this "Agreement"), is entered into by and between National Stem Cell Holding, Inc. a Delaware corporation (the "Company"), and the investors listed on Schedule 1 hereto (each, an "Investor" and, collectively, the "Investors"). RECITALS WHEREAS, the Investors desire to purchase from the Company, a

October 20, 2009 EX-10.34

NATIONAL STEM CELL HOLDING, INC. 10% Note $25,000 April 26, 2007

Exhibit 10.34 THIS NOTE (AS HEREINAFTER DEFINED) AND THE SECURITIES ISSUABLE IN ACCORDANCE HEREWITH HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. NATIONAL STEM CELL

October 20, 2009 EX-10.20

EMPLOYMENT AGREEMENT

Exhibit 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of July 1, 2009 by and between Proteonomix, a Delaware corporation, (?Proteonomix?), with its principal place of business at 187 Mill Lane, Mountainside, New Jersey 07052 and Robert D. Kohn, residing at 7320 NW 68th Avenue, Parkland, Florida 33067 (the ?Executive?) (collectively the "Parties"). WHEREAS, the Par

October 20, 2009 EX-10.25

List of Subsidiaries of Proteonomix, Inc.

> Exhibit 10.25 List of Subsidiaries of Proteonomix, Inc. National Stem Cell, Inc. (a Delaware corporation) Proteoderm, Inc. (a New York corporation) The Sperm Bank of New York, Inc. (a New York corporation). The Sperm Bank of New York, Inc. is a subsidiary of National Stem Cell, Inc.

October 20, 2009 EX-10.28

Oral Agreement with San-Mar Laboratories

Converted by EDGARwiz Exhibit 10.28 Oral Agreement with San-Mar Laboratories San-Mar Laboratories, Inc. with a headquarters address at 4 Warehouse Lane, Elmsford, New York10523, has entered into an oral agreement with the Company and its subsidiary, Proteoderm, Inc., on January 2, 2009. Pursuant to the oral agreement, San-Mar will use its extensive facilities which include cosmetics formulation, l

October 20, 2009 EX-10.30

LICENSE AGREEMENT

Exhibit 10.30 LICENSE AGREEMENT THIS LICENSE AGREEMENT (the "Agreement") is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 ("JHLP') and National Stem Cell, a Delaware Corporation having an address at 1130 Route 22 West, Mountainside, NJ 07092 ("Company"), with respect to the following: RE

October 20, 2009 EX-10.33

NATIONAL STEM CELL HOLDING, INC. 10% Note $175,000 April 4, 2007

Exhibit 10.33 ]THIS NOTE (AS HEREINAFTER DEFINED) AND THE SECURITIES ISSUABLE IN ACCORDANCE HEREWITH HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. NATIONAL STEM CEL

October 20, 2009 EX-10.41

WAIVER AND AMENDMENT AGREEMENT

Exhibit 10.41 WAIVER AND AMENDMENT AGREEMENT This WAIVER AND AMENDMENT AGREEMENT, dated as of September 30, 2008 (this "Agreement"), is entered into by and between Proteonomix, Inc. a Delaware corporation (the "Company"), and Joseph Falkman (the “Investor”) (collectively the “Parties”). RECITALS WHEREAS, the Investor purchased a 10% Secured Note in the principal amount of $25,000 from the Company

October 20, 2009 EX-10.23

CONSULTING AGREEMENT

Exhibit 10.23 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?) dated May 19, 2008 by and between National Stem Cell Holding, Inc., a Delaware corporation, (?National Stem Cell Holding?), with its principal place of business at 187 Mill Lane, Mountainside, New Jersey 07052 and Kenneth Steiner, M.D., residing at 411 Osprey Lane, Brielle, New Jersey 08730 (the ?Executive?) (collective

August 19, 2009 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2009 Commission File Number: 000-53750 PROTEONOMIX, INC.

August 4, 2009 EX-10.7

AMENDMENT TO RETAINER AGREEMENT

Exhibit 10.7 AMENDMENT TO RETAINER AGREEMENT BY AND BETWEEN PROTEONOMIX, INC. and JOEL PENSLEY This Amendment (the “Amendment”) is made as of this 11th day of February, 2009, to a retainer agreement executed on November 29, 2007, by and between National Stem Cell Holding, Inc. (“NSCH”) and Joel Pensley, Esq. (“Pensley”) (the “Retainer Agreement”), in order to reflect and memorialize changes which

August 4, 2009 EX-10.8

CONSULTING AGREEMENT

Exhibit 10.8 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) dated January 1, 2007 by and between National Stem Cell Holding, Inc. a Delaware corporation, (“the Company” or the “Company”), and Nancyco of NY, Inc. a New York Corporation, (the “Consultant”) (collectively the "Parties"). WHEREAS, the Parties desire to enter into the Agreement to reflect the Consultant’s capacities in

August 4, 2009 EX-10.4

CONSULTING AGREEMENT

Exhibit 10.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?) dated May 19, 2008 by and between National Stem Cell Holding, Inc., a Delaware corporation, (?National Stem Cell?), with its principal place of business at 187 Mill Lane, Mountainside, New Jersey 07052 and Kenneth Steiner, M.D., residing at 411 Osprey Lane, Brielle, New Jersey 08730 (the ?Executive?) (collectively the "P

August 4, 2009 EX-10.18

FRANCIS PAHNG CONSULTING AGREEMENT

CONSULTING AGREEMENT Exhibit 10.18 FRANCIS PAHNG CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) dated September 24, 2008 by and between Proteonomix, Inc., a Delaware corporation, (“Proteonomix”), and Francis .Pahng of Seoul, South Korea. (the “Consultant”) (collectively the "Parties"). WHEREAS, the Parties desire to enter into the Agreement to reflect the Consultant’s capacities

August 4, 2009 EX-10.14

CONSULTING AGREEMENT

Exhibit 10.14 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?) dated September 2, 2008 by and between National Stem Cell, Inc., a Delaware corporation, (?NSC?), with its principal place of business at 187 Mill Lane, Mountainside, New Jersey 07052 and John Murray, 1714 Hamburg Turnpike, Wayne, New Jersey 07460 (the ?Executive?) (collectively the "Parties"). WHEREAS, the Parties desi

August 4, 2009 EX-10.2

CHIEF SCIENTIFIC OFFICER AGREEMENT

Exhibit 10.2 CHIEF SCIENTIFIC OFFICER AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of September 2, 2008 (the "Effective Date"), by and between National Stem Cell, Inc., a Delaware corporation having an address at 187 Mill Lane, Mountainside, New Jersey 07052 (the “Company"), and Ashoke Agarwal, M.D., with an address at 715 Broadway, Paterson, New Jersey 07514 (“Dr. Agarw

August 4, 2009 EX-10.6

NATIONAL FINANCIAL COMMUNICATIONS CORP. CONSULTING AGREEMENT

Exhibit 10.6 NATIONAL FINANCIAL COMMUNICATIONS CORP. CONSULTING AGREEMENT AGREEMENT (this "Agreement") made as of the st' day of June, 2008 between National Stem Cell Holding, Inc., a Delaware corporation, maintaining its principal offices at 187 Mill Lane, Mountainside, NJ 07092, (hereinafter referred to as the "Client") and National Financial Communications Corp. DBA/ OTC Financial Network, a Co

August 4, 2009 EX-10.3

AGREEMENT

Exhibit 10.03 AGREEMENT THIS AGREEMENT (the "Agreement") is hereby made and entered into as of this 19th day of January, 2009, by and among Proteonomix, Inc., a Delaware corporation with offices at 187 Mill Lane, Mountainside, NJ 07092 ("PI"); its wholly-owned subsidiary, Proteoderm, Inc., a New York corporation, with offices at 187 Mill Lane, Mountainside, NJ 07092 ("PD"); China Biopharma, Inc.,

August 4, 2009 EX-10.17

TERRY DUBROW, M.D. MEDICAL SPOKESPERSON CONSULTING AGREEMENT

Exhibit 10.17 TERRY DUBROW, M.D. MEDICAL SPOKESPERSON CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) dated December 29, 2008 by and between Proteonomix, Inc. a Delaware corporation, the “Company”) (on behalf of itself and its subsidiary Proteoderm, Inc.), and Terry Dubrow, M.D. (the “Consultant”) (collectively the "Parties"). WHEREAS, the Parties desire to enter into the Agreemen

August 4, 2009 EX-10.13

ANTONIO P. MOURA ACCOUNTING AND TAX SERVICES 17 BAUM DRIVE. THOMASTON, CONNECTICUT 06787 (860) 283-4145 ENGAGEMENT LETTER

Exhibit 10.13 ANTONIO P. MOURA ACCOUNTING AND TAX SERVICES 17 BAUM DRIVE. THOMASTON, CONNECTICUT 06787 (860) 283-4145 [email protected] ENGAGEMENT LETTER November 30, 2007 Michael Cohen, President/CEO National Stem Cell Holding, Inc. 187 Mill Lane Mountainside, New Jersey 07052 Dear Mr. Cohen; The letter of engagement is to indicate to you that I will be the accountant for your company to or

August 4, 2009 EX-10.10

ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONS FROM MICHAEL COHEN AND JACOB COHEN TO PROTEONOMIX, INC.

Exhibit 10.10 ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONS FROM MICHAEL COHEN AND JACOB COHEN TO PROTEONOMIX, INC. This Assignment Agreement (the “Agreement”) is made this 1st day of July, 2009, by and among Michael Cohen, residing at 7 Stanford Court, West Orange, New Jersey 07052 (“MC”); Jacob Cohen, residing at 25 Brook Place West Orange, New Jersey 07052 (“JC”)(herein individually an “As

August 4, 2009 EX-3.4

CERTIFICATE OF AMENDMENT STATE of DELAWARE CERTIFICATE of AMENDMENT of CERTIFICATE of INCORPORATION of AZUREL, LTD.

EXHIBIT 3.04 CERTIFICATE OF AMENDMENT STATE of DELAWARE CERTIFICATE of AMENDMENT of CERTIFICATE of INCORPORATION of AZUREL, LTD. Azurel, Ltd. (the "Corporation") a corporation organized and existing under and by virtue of the Delaware General Corporation Law ("DGCL") does hereby certify. FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its Directors, filed

August 4, 2009 EX-3.5

STATE OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER

Exhibit 3.05 STATE OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER The.corporation organized under the laws of Delaware, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, renewal and revival of its charter and hereby certifies as follows: 1. The name of this corporation is Azurel Ltd. 2. The address of the registered office of the Corporatio

August 4, 2009 EX-3.9

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS PREFERRED STOCK PROTEONOMIX, INC. (Pursuant to Section 151 of the Delaware General Corporation Law)

Exhibit 3.09 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of PREFERRED STOCK of PROTEONOMIX, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Proteonomix, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that the Board of Directors of the Corporation (the "Board of Directors" or the "Board"), as req

August 4, 2009 EX-10.15

SCIENTIFIC ADVISORY BOARD AGREEMENT

Exhibit 10.15 SCIENTIFIC ADVISORY BOARD AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of June 2, 2008 (the "Effective Date"), by and between National Stem Cell Holding, Inc., a Delaware corporation having an address at Mountainside, N7 07092 (the “Company"), and Barbara Nabrit Stephens, M.D., with an address at 4704 Dunnie Drive, Tampa, Florida 33614 (the "Member"). The p

August 4, 2009 EX-10.1

BRIAN KINGFIELD CONSULTING AGREEMENT

Exhibit 10.1 BRIAN KINGFIELD CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") dated November 17, 2008 (the Effective date")by and between the Proteonomix, Inc., a Delaware corporation, ("the Company" or the "Company'), and Brian Kingsfield (the "Consultant") (collectively the "Parties"). WHEREAS, the Parties desire to enter into the Agreement to reflect the Consultant's capacities

August 4, 2009 EX-10.11

NATIONAL STEM CELL, INC. RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.11 NATIONAL STEM CELL, INC. RESTATED EMPLOYMENT AGREEMENT This Restated Employment Agreement (this "Agreement") is made as of January 4, 2008 by and between Michael Cohen (the "Executive") and National Stem Cell, Holding, Inc., a Delaware corporation (the "Company") (collectively the “Parties”) and reflects the original employment agreement dated January 14, 2005, the Amendment and Assi

August 4, 2009 EX-10.16

PROTEONOMIX/PROTEODERM/SMEENA KHAN, M.D. MULTI-CENTER COSMECEUTICAL STUDY AGREEMENT

PROTEONOMIX/PROTEODERM/SMEENA KHAN, M Exhibit 10.16 PROTEONOMIX/PROTEODERM/SMEENA KHAN, M.D. MULTI-CENTER COSMECEUTICAL STUDY AGREEMENT THIS AGREEMENT is made and entered into as of this 15th day of May, 2009, by and among Proteonomix, Inc., a Delaware corporation; Proteoderm, Inc., a New York corporation, both with offices at 187 Mill Lane, Mountainside, NJ 07092 ("PROT" and "PD," respectively)(t

August 4, 2009 EX-10.12

AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN PROTEONOMIX, INC. AND MICHAEL COHEN

Exhibit 10.12 AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN PROTEONOMIX, INC. AND MICHAEL COHEN This amended agreement (the “Agreement”) is made as of this 1ST day of July, 2009, to an employment agreement originally executed on January 5, 2005, as restated January 4, 2008, (the “Employment Agreement”) by and between National Stem Cell Holding, Inc., (renamed Proteonomix, Inc.) a Delaware corpo

August 4, 2009 EX-3.10

PROTEONOMIX, INC. ARTICLE I

Exhibit 3.10 BYLAWS OF PROTEONOMIX, INC. ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be the Inc. Plan (USA), Inc. SECTION 1.02. Other Offices. The corporation may also have offices at such other places both within and without

August 4, 2009 EX-3.7

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION NATIONAL STEM CELL HOLDING, INC.

Exhibit 3.07 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF NATIONAL STEM CELL HOLDING, INC. National Stem Cell Holding, Inc., (the "Corporation") a corporation organized and existing under the Delaware General Corporation Law ("DGCL"), does hereby certify- FIRST: That the Board of Directors of the Corporation (the "Board"), by unanimous consent of its directors, filed with the minute

August 4, 2009 EX-3.2

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF AZUREL LTD.

Exhibit 3.02 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF AZUREL LTD. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned officer of Azurel Ltd., a Delaware corporation (the Corporation"), does hereby certify as follows: FIRST: The Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of Delawar

August 4, 2009 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG AZUREL LTD. AZUREL ACQUISITION, INC. NATIONAL STEM CELL, INC. CERTAIN STOCKHOLDERS OF AZUREL LTD. Dated as of September 12, 2006 AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER BY AND AMONG AZUREL LTD. AZUREL ACQUISITION, INC. NATIONAL STEM CELL, INC. AND CERTAIN STOCKHOLDERS OF AZUREL LTD. Dated as of September 12, 2006 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 12 2006 (the "Agreement"), among Azurel Ltd., a Delaware corporation ("Azurel"), Azurel Acquisition, Inc., a Delaware corporation and wholly-own

August 4, 2009 10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of registrant as specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 PROTEONOMIX, INC. (Exact name of registrant as specified in its charter) Delaware 13-3842844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 187 Mill La

August 4, 2009 EX-10.9

JOE & SAM OF NEW YORK, INC. CONSULTING AGREEMENT

EXHIBIT 10.9 JOE & SAM OF NEW YORK, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) dated June 4, 2007 (the Effective date”) by and between the National Stem Cell Holding, Inc., a Delaware corporation, (the “Company”, and Joe and Sam of New York, Inc., a New York corporation (the “Consultant”) (collectively the "Parties"). WHEREAS, the Parties desire to enter into the Agreeme

August 4, 2009 EX-3.6

STATE OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER

Exhibit 3.06 STATE OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER The corporation organized under the laws of Delaware, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, renewal and revival of its charter and hereby certifies as follows: 1. The name of this corporation is Azurel Ltd. 2. The address o£ the registered office of the Corporatio

August 4, 2009 EX-10.5

CONSULTING SERVICES AGREEMENT

Exhibit 10.5 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (the ?Agreement?) is entered into as of the 23rd day of March 2009 by and among Proteonomix, Inc (other OTC: PROT), a Delaware corporation, having its principal address at 187 Mill Lane, Mountainside, NJ 07092-2909, and Icecoldstocks.com, Inc., a Florida Corporation, and Barry Davis, having their principal address at 906

August 4, 2009 EX-3.1

CERTIFICATE OF INCORPORATION Azurel Ltd.

Exhibit 3.01 CERTIFICATE OF INCORPORATION OF Azurel Ltd. FIRST: The name of the Corporation is Azurel Ltd. SECOND: Its registered office is to be located at Chemical Bank Plaza, Suite 1600, 1201 N. Market St., Wilmington, DE 19801, County of New Castle. The registered agent is American Incorporators Ltd. whose address is the same as above. THIRD: The nature of the business and purpose of the corpo

August 4, 2009 EX-3.3

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF AZUREL LTD.

EXHIBIT 3.03 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF AZUREL LTD. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned officer of Azurel Ltd. a Delaware corporation (the "Corporation"), does hereby certify as follows: FIRST: The Certificate of Incorporation of the Corporation was fled is the office of the Secretary of State of Delaware

August 4, 2009 EX-10.19

SETTLEMENT AGREEMENT

Exhibit 10.17 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT . ("Agreement") is made and entered into as of the 24th day of September, 2008 (the "Effective Date"), by and among Johns Hopkins University ("JHU"), National Stem Cell, Inc. ("NSC"), and Dr. Michael J. Shamblott ("Dr. Shamblott") (each, individually, a "Party" and, collectively, the "Parties"). . RECITALS 1. . On November 16, 2005, JHU

August 4, 2009 EX-3.8

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION PROTEONOMIX, INC.

Exhibit 3.08 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PROTEONOMIX, INC. Proteonomix, Inc., (the "Corporation") a corporation organized and existing under the Delaware General Corporation Law ("DGCL"), does hereby certify: FIRST: That the Board of Directors of the Corporation (the 'Board"), by unanimous consent of its directors, filed with the minutes of the Board, adopted a reso

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