June 15, 2005
Mr. Paul Mitchell, President
Med Gen, Inc.
7284 W. Palmetto Park Road, Suite 207
Boca Raton, Florida 33433
Re: Med Gen, Inc.
Amendment no. 2 to SB-2 registration statement
File no. 333-122093
Dear Mr. Mitchell:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to callus at the telephone numbers
listed
at the end of this letter.
"Through this offering, we are registering a significant number of
shares...," page 4
1. We note your reference to the registration of 10,200,000
shares
of common stock and similar disclosure under "Market price of
common
stock and other shareholder matters" on page 7. Please revise the
disclosure in these sections and elsewhere where appropriate to
describe the actual number of shares you are registering for sale.
"Risks relating to our current financing arrangement," page 5
2. Please update the discussion here and elsewhere throughout the
prospectus to reflect the current amount of outstanding secured
convertible notes. In this regard, we note the discussion under
"Terms of secured convertible notes and
warrants" indicating that $700,000 of funding will be disbursed
after
the filing of the registration statement. If such funding has not
been provided, please provide a detailed explanation why the
funding
has not been provided.
"Management`s discussion and analysis or plan of operation," page
8
3. Please update the discussion and analysis, including the
liquidity discussion, to include the interim periods as requested
by
Item 303 of Regulation S-B.
"Employment agreements," page 17
4. We note your statement that 3.5 million shares were issued to
Messrs. Kravitz and Mitchell on the effective date of this
registration statement. Since the registration statement is not
yet
effective, please revise the discussion to clarify when and for
what
purpose the seven million shares were issued to Messrs. Kravitz
and
Mitchell.
"Stock option plan," page 17
5. Your disclosure states that as of the date of the prospectus,
with respect to options granted on October 5, 2004, Mr. Kravitz is
"indebted to Med Gen for $200,000 for these options exercised but
not
yet paid for." With respect to options granted on April 22, 2002,
"on the date of the filing of this this (sic) prospectus, Mr.
Kravitz
was indebted to Med Gen in the amount of $413,556 for options
exercised but not yet paid for." In your response number 18 you
state
Mr. Kravitz is only indebted to Med Gen for $35,000. Please
revise
or advise.
6. With respect to the options granted on April 22, 2002, you
indicate that Messrs. Kravitz and Mitchell each received options
for
5,135,000 shares. You state Mr. Mitchell exercised all of the
options granted to him and sold all of the underlying stock by the
end of fiscal year 2003. In addition, you state by the end of
fiscal
year 2003, Mr. Kravitz exercised all of the options granted to him
and sold 1,688,702 shares of the underlying stock on the open
market,
leaving 311,298 shares unsold. If Mr. Kravitz exercised all of
the
options for more than five million shares, the number of shares he
sold and/or remaining unsold appears to be in error. Please
revise.
7. As previously requested, please explain why Mr. Kravitz`s
indebtedness to Med Gen has not been repaid in view of the fact
the
shares underlying the options have been exercised and sold.
8. As previously requested, please explain why the exercise price
of
the options was lowered after they were exercised. Did Med Gen
pay
Messrs. Kravitz and Mitchell the difference between the exercised
price and the revised reduced price?
Was the amount owed to Med Gen by Messrs. Kravitz and Mitchell
reduced by the amount of reduction in the exercise price?
9. As previously requested, please provide a legal and factual
analysis concerning the basis for your belief that the shares
underlying the options exercised and sold by Mr. Kravitz on the
open
market were not restricted securities that required registration
prior to resale in the open market. In this regard, please
provide
the registration file numbers for the Forms S-8 containing
reoffering
prospectuses for the resale of securities by Mr. Kravitz and an
analysis of how these sales conformed to the volume limitations
described in General Instruction C to Form S-8. We may have
additional comments.
Selling stockholders, page 18
10. Please include the number of shares under the respective
columns
in the table for AJW Partners LLC, AJW Offshore, Inc., AJW
Qulified
(sic) Partners LLC, and New Millennium Capital.
11. We note the references to the NIR Group in footnotes 5 and 6,
however we cannot locate any discussion in the document concerning
the financing provided by NIR or the details of the financing.
Please revise or advise.
Exhibits - General
12. Please file all amendments to the articles of incorporation.
In
this regard, we note you have not filed the amendment to increase
the
number of authorized shares of common stock.
Exhibit 5.2
13. Counsel must opine on the legality of the securities under
the
laws of the state in which the registrant is incorporated. Please
revise.
14. Please revise the opinion to indicate the specific number of
shares for which the opinion is rendered.
Signatures
15. The signature section indicates the May 2005 amendment was
signed in January 2005. Please currently date your next
amendment.
General
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Christine Allen, Staff Accountant, at (202)
551-3652 or Lisa Vanjoske, Senior Assistant Chief Accountant, at
(202) 551-3614 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Mary Fraser, Staff Attorney, at (202) 551-3609,
John
L. Krug, Senior Counsel, at (202) 551-3862, or me at (202) 551-
3715
with any other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: Stewart A. Merkin, Esquire
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