UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
BIOGENTECH CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
09063N 10 4
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(CUSIP Number)
CHASLAV RADOVICH, 2445 MCCABE WAY, SUITE 150, IRVINE, CA 92614
(949) 757-0001
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 15, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
ss.240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 09063N 10 4
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1. Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only). Ernest
Armstrong
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization U.S.
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Number of 7. Sole Voting Power 125,814
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Shares
Beneficially 8. Shared Voting Power 2,020,000
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Owned by
Each 9. Sole Dispositive Power 125,814
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Reporting
Person 10. Shared Dispositive Power 2,020,000
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With
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person 2,145,814
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 8.8%
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14. Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
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This statement relates to shares of the common stock, $.001 par value of
Biogentech Corp., a Nevada corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 2445 McCabe Way, Suite 150, Irvine, CA
92614.
ITEM 2. IDENTITY AND BACKGROUND
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(a) Name: Ernest Armstrong
(b) Business Address: 2445 McCabe Way, Suite 150,
Irvine, CA 92614
(c) Present Principal Occupation: Vice President of the Issuer.
(d) Disclosure of Criminal Proceedings: none
(e) Disclosure of Civil Proceedings: none
(f) Citizenship: U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Ernest Armstrong, acquired 25,814 shares of the Issuer's shares pursuant to an
S-8 filed on April 29, 2004 in lieu of employee wages to be paid him by the
Issuer. This transaction results in Mr. Armstrong owning 125,814 shares of the
Issuer's common stock directly and personally, and 2,020,000 shares as managing
member and majority owner of Gene Pharmaceuticals, LLC.
ITEM 4. PURPOSE OF TRANSACTION
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Ernest Armstrong, acquired 25,814 shares of the Issuer's shares pursuant to an
S-8 filed on April 29, 2004 in lieu of employee wages to be paid him by the
Issuer. Mr. Armstrong owns 125,814 shares of the Issuer's common stock directly
and personally, and 2,020,000 shares as managing member and majority owner of
Gene Pharmaceuticals, LLC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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Mr. Armstrong beneficially owns a total of 2,145,814 shares of the Issuer's
common stock as follows:
(a) Ernest Armstrong, sole officer and director of the Issuer, owns 125,814
shares individually, which comprises 0.5% of the Issuer's outstanding common
stock, and 2,020,000 shares as sole owner of Gene Pharmaceuticals, LLC. Gene
Pharmaceuticals, LLC directly owns 2,020,000 shares of the Issuer's common stock
which comprises 8.3% of the Issuer's total issued and outstanding shares.
(b) Ernest Armstrong has sole voting and dispostive power as to the 125,814
shares he owns individually and as to the 2,020,000 shares which he controls as
managing member and majority owner of Gene Pharmaceuticals, LLC.
(c) None.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
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None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Reference is made to the Issuer's Registration Statement on Form S-8 filed on
April 29, 2004, incorporated herein by reference.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
June 17, 2004
Date
/s/ Ernest Armstrong
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Ernest Armstrong
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)