UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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of the Securities Exchange Act of 1934
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MED GEN , INC.. |
(Name of Registrant as Specified in Its Charter) |
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MED GEN, INC.
7040 West Palmetto Park Road, Suite 4, Box 716
Boca Raton, FL, 33433
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION STATEMENT
This information statement is being furnished in connection with action taken by shareholders holding a majority of the voting power of our company. On April 1, 2009, shareholders owning 1,153,923,331shares, or approximately 56.18% of the total outstanding shares on such date, approved a reverse split of the outstanding shares of common stock at the rate of one-for-two thousand (1:2000). The reverse stock split will be effective twenty days following the mailing of this information statement.
There will not be a meeting of shareholders and none is required under Nevada Statutes when an action has been approved by written consent of the holders of a majority of the outstanding shares of our common stock.
This information statement is first being mailed on or about April ______, 2009, to the holders of our outstanding common stock as of April 1st, 2009, the record date the shareholder written consent was signed and delivered to us. On April 1st, 2009, we had 2,053,923,331 shares of our common stock outstanding. Holders of the common stock are entitled to cast one vote for each share of common stock then registered in such holder's name.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
At April 1, 2009, we had 2,053,923,331 shares outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of April 1, 2009, by each person known to us to own beneficially more than 5% of the outstanding shares of our common stock; by each of our directors and executive officers; and by all of our directors and executive officers as a group:
Name and Address | Position(s) | Amount and Nature of | Percent |
Paul B. Kravitz | Chief Executive | 550,050,393 | 26.78% |
Paul Mitchell | President, Acting Chief | 550,000,000 | 26.58% |
Executive Officers and |
| 1,100,050,393 | 53.6% |
(1)
Unless otherwise indicated, this column reflects amounts as to which the beneficial owner has sole voting power and sole investment power. The information set forth in this table is derived from filings made by the named persons under Section 13 and/or Section 16 of the Exchange Act and from information otherwise provided to the Company and filed with the Securities and Exchange Commission.
We are seeking potential business acquisitions or opportunities. It is likely that such a transaction would result in a change of control of the company, by virtue of issuing a controlling number of shares in the transaction, change of management, or otherwise.
We have no compensation plan under which our equity securities are authorized for issuance.
ONE-FOR-TWO THOUSAND REVERSE STOCK SPLIT
OF THE COMPANY’S OUTSTANDING COMMON STOCK
The Board of Directors has approved a resolution to effect aone-for-two-thousand (1:2000) reverse split of our issued and outstanding shares of commonstock (the "Reverse Stock Split"). The Board of Directors has set theclose of business on the twentieth day following the mailing of thisInformation Statement to the shareholders as the date on which the ReverseStock Split will become effective. Each share of common stock issued andoutstanding immediately prior to that effective date will be reclassifiedas and changed into one-half of one share of common stock.
The principal effect of the Reverse Stock Split will be to decreasethe number of outstanding shares of common stock. At the time of theapproval of the Reverse Stock Split by the shareholders on April 1. 2009, we had 2,053,923,331 shares outstanding, which number will be reduced toapproximately 1,026,961 as a result of the Reverse Stock Split (assuming thatno post-Reverse Stock Split shares of Common Stock are issued in lieu of fractional shares and assuming that no additional shares have been issuedor retired subsequent thereto). The respective relative voting rights and other rights that accompany the common stockwill not be altered by the Reverse Stock Split, and the common stock willcontinue to have a par value of $.001 per share. Consummation of the Reverse Stock Split will not alter the number of our authorized shares ofcommon stock, which will remain at 12,500,000,000.
Reasons for the Proposed Reverse Stock Split
The Reverse Stock Split is being proposed to position the company forany future business or opportunity. Management believes that the currentnumber of shares outstanding is too large to compensate any one individualor group bringing a new business venture or opportunity to us and create astable market for the common stock if such a market should thereafterdevelop.
Future Dilution; Anti-Takeover Effects
There may be certain disadvantages suffered by shareholders as aresult of the Reverse Stock Split. These disadvantages include an increasein possible dilution to present shareholders' percentage ownership of thecommon stock because of the additional authorized shares of common stockwhich would be available for future issuance by us. Current shareholders,in the aggregate, own approximately.00007 % of current authorized shares ofcommon stock under our present capital structure, and would own .000035%of the authorized shares of common stock under our post-split capitalstructure, assuming that the proposed Reverse Stock Split is consummated.
Management is not aware of any attempts by third persons to accumulatea large number of shares of common stock and the Board of Directors is notrecommending the Reverse Stock Split in response to any existing attemptsby third parties to obtain control of the company.
The Board of Directors believes that the consummation of the ReverseStock Split and the changes which would result there from will not cause usto terminate registration of our common stock under the Securities ExchangeAct of 1934, as amended, or to cease filing reports there under.
Federal Income Tax Consequences
The Reverse Stock Split should not result in any taxable gain or lossto shareholders for U.S. federal income tax purposes. As a result of theReverse Stock Split, the U.S. tax basis of common stock received as aresult of the Reverse Stock Split will be equal, in the aggregate, to thebasis of the shares exchanged for the common stock. For U.S. federalincome tax purposes, the holding period of the shares immediately prior tothe effective date of the Reverse Stock Split will be included in theholding period of the common stock received as a result of the ReverseStock Split.
SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS FOR MORE DETAILED INFORMATION REGARDING THE EFFECTS OF THE REVERSE SPLIT ON THEIR INDIVIDUAL TAX STATUS.
Exchange of Certificates
As soon as is practicable following the effective date of the ReverseStock Split, shareholders will be notified and offered the opportunity attheir own expense to surrender their current certificates to our stocktransfer agent in exchange for the issuance of new certificates reflectingthe Reverse Stock Split. Commencing on the effective date of the ReverseStock Split, each certificate representing pre-Reverse Stock Split sharesof common stock will be deemed for all purposes to evidence ownership ofpost-Reverse Stock Split shares of common stock, as the case may be. Nofractional shares of common stock will be issued, and, in lieu thereof, a whole share will be issued to any shareholders entitled to a fraction of ashare of common stock.
Determination by Board to Abandon Reverse Stock Split
In accordance with Nevada law and notwithstanding approval of theproposal by shareholders, at any time prior to the effective date of theReverse Stock Split, the Board of Directors may, in its sole discretion,abandon the proposal without any further action by shareholders.
Effectiveness of the Reverse Split
The Reverse Stock Split will become effective at the close of businesson the twentieth day following the mailing of this information statement toour shareholders.
No Appraisal Rights
Under Nevada law, our shareholders are not entitled to appraisal rights with respect to the Reverse Stock
Split.
Required Vote
The affirmative vote of the holders of a majority of the outstanding shares of common stock is required for approval of the Reverse Stock Split under Nevada corporate statutes. Management has obtained this approval through the written consent of shareholders owning a majority of the voting control of our company. Thus, a meeting to approve the Reverse Stock Split is unnecessary, and management decided to forego the expense of holding a meeting to approve this matter.
ADDITIONAL INFORMATION
PLEASE READ THE ENTIRE DOCUMENT. Further information is available by request or can be accessed on the Internet. Our company is subject to the informational requirements of the Exchange Act, and in accordance therewith files annual and quarterly reports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed by us can be accessed electronically by means of the SEC's home page on the Internet at http://www.sec.gov. You can read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain information about the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. A copy of any public filing is also available, at no charge, by contacting our President, Paul S. Mitchell, at 561-289-5979.
By Order of the Board of Directors
/s/ Paul B Kravitz
Paul B Kravitz, Secretary
Boca Raton, FL 33433
April 1, 2009
