UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 ----------------- Commission file number 000-29171 --------- Med Gen Inc. ----------------------------------------------------------------- [Exact name of small business issuer as specified in its charter] Nevada 65-0703559 - ------------------------ --------------------------------- (State of incorporation) (IRS Employer Identification No.) 7284 W. Palmetto Park Road, Suite 106, Boca Raton, FL 33433 ----------------------------------------------------------- (Address of principal executive offices) (561) 750-1100 --------------------------- (Issuer's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, Par Value $.001 per share 4,384,716 Shares outstanding as of December 31, 2000 Transitional Small Business Disclosure Format (check one): Yes___ No X 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements MED GEN, INC. ------------- CONDENSED BALANCE SHEET ----------------------- DECEMBER 31, 2000 ----------------- ASSETS ------ CURRENT ASSETS Cash $ 54,723 Accounts receivable, net 217,676 Inventory 79,324 Prepaid expenses 4,913 Officer advances 12,959 Due from related parties 131,014 ----------- Total current assets 500,609 FURNITURE AND EQUIPMENT, net 43,790 INTANGIBLE ASSETS, net 13,036 SECURITY DEPOSITS 80,310 ----------- TOTAL ASSETS $ 637,745 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 393,573 Note payable 45,000 ----------- Total current liabilities 438,573 ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, $.001 par value 5,000,000 shares authorized, -0- shares issued and outstanding - Common stock, $.001 par value 20,000,000 shares authorized, 4,444,716 issued and outstanding 4,445 Additional paid-in capital 1,759,913 Accumulated deficit (1,565,186) ----------- Total stockholders' equity 199,172 ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 637,745 =========== Read the accompanying notes to the financial statements. 2 MED GEN, INC. ------------- CONDENSED STATEMENTS OF OPERATIONS ---------------------------------- FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 ----------------------------------------------------- 2000 1999 --------- --------- NET SALES $ 405,158 $ 507,416 COST OF GOODS SOLD 127,333 162,505 ----------- ----------- GROSS PROFIT 277,825 344,911 OPERATING EXPENSES General and administrative 190,016 200,351 Selling 55,818 108,451 ----------- ----------- Total operating expenses 245,834 308,802 INCOME FROM OPERATIONS 31,991 36,109 OTHER (EXPENSE) INCOME ( 2,634) ( 173) ----------- ----------- NET INCOME BEFORE INCOME TAX (EXPENSE) BENEFIT 29,357 35,936 INCOME TAX (EXPENSE) BENEFIT - - ----------- ----------- NET INCOME 29,357 35,936 ACCUMULATED DEFICIT - BEGINNING OF PERIOD (1,594,543) (1,364,376) ----------- ----------- ACCUMULATED DEFICIT - END OF PERIOD $(1,565,186) $(1,328,440) =========== =========== Read the accompanying notes to the financial statements. 3 MED GEN, INC. ------------- CONDENSED STATEMENTS OF CASH FLOWS ---------------------------------- FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 ----------------------------------------------------- 2000 1999 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES $ 82,475 $( 32,422) CASH FLOWS FROM INVESTING ( 22,779) ( 19,651) CASH FLOWS FROM FINANCING ( 5,000) 52,073 ----------- ----------- NET INCREASE (DECREASE) IN CASH 54,696 - CASH - BEGINNING OF PERIOD 27 - ----------- ----------- CASH - END OF PERIOD $ 54,723 - =========== =========== Read the accompanying notes to financial statements. MED GEN, INC. ------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 ----------------------------------------------------- NOTE 1.	BASIS OF PRESENTATION --------------------- The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and item 310(b) of Regulation S-B. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the financial statements of the Company as of September 30, 2000 contained in the Company's Form 10-SB. 4 NOTE 2.	STOCK-BASED COMPENSATION ------------------------ On December 6, 2000, the Company awarded 125,000 stock warrants to several non-employees. The warrants granted are to purchase common stock at not less than fair-market value at the date of the grant and are exercisable in full at the date of the grant. The warrants have a three-year term and expire on December 31, 2003. Shares granted are subject to certain restrictions on ownership and transferability. At December 31, 2000, no warrants have been exercised. The Company has adopted Statement of Financial Accounting Standards No. 123 (SFAS 123) to account for these warrants, which recognizes compensation cost based on a fair value method. For the three month period ending December 31, 2000, no compensation cost was recognized in the condensed statement of operations for these equity awards. NOTE 3.	SUBSEQUENT EVENTS ----------------- On January 4, 2001, the Company granted an aggregate of 470,000 restricted shares of its common stock to certain employees and non-employees as compensation for present and future services. Since these shares are subject to certain restrictions on ownership and transferability, they were issued at a discount from the prevailing market price on that date. The Company filed a Form S-8 with the Securities and Exchange Commission on January 19, 2001 to register 1,500,000 shares of common stock for issuance upon the exercise of options under the Company's Non-Qualified Stock Option Plan, adopted January 10, 2001. In addition, the Company registered an additional 1,550,000 shares for issuance under various Consulting Agreements with non- employees. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This Form 10-QSB contains forward-looking statements which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, and which are subject to the risks and uncertainties which could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference, are those relating to the Company's reliance upon suppliers, dependence upon key personnel, its ability to manage growth, the impact of economic conditions generally and in the nutrition and healthy lifestyle industries in particular, product demand, market competition, risk inherent in the Company's operations and other unknown factors. Further information is contained in the Company's Form 10-KSB for the fiscal year ended September 30, 2000, as filed with the SEC. 5 RESULTS OF OPERATIONS Three months ended December 31, 2000 compared to three months ended December 31, 1999. For the 2001 fiscal first quarter ended December 31, 2000, revenues decreased to $405,158 from $507,416 in the comparable year ago quarter. This decrease in revenues was the result of no direct Informercial advertising by the Company in the current quarter. In addition, the residual effects of the Passion For Life lawsuit in the United Kingdom had a disruptive effect on order flow, resulting in a negative comparison for the current quarter, although future comparisons will be positive now that a new United Kingdom distributor is in place. (Please refer to the Company's 10-KSB for the fiscal year ended September 30, 2000 for additional information about the Passion For Life legal action). Gross profit was $277,825 in the current quarter against $344,911 a year ago and gross profit margins remained unchanged at about 68%. Operating expenses decreased to $235,834 from $308,802 in the year ago quarter, with the expense margin also remaining unchanged at about 61% for each period. The Company's goal is to increase gross profit margins to 75%, while at the same time reducing expenses as a percentage of sales to less than 50%. Management believes that such gross profit and expense margin levels will be attained by the end of the current fiscal year through reduced production costs and lower stocking and entry fees as a percentage of sales in the retail market, respectively. The Company reported net income in the current quarter of $29,357 verses net income in the year ago quarter of $35,936. Management anticipates that the Company will remain profitable from increased sales in the domestic retail market, especially through major mass retailers, and from continued expansion into overseas markets and from opening new markets and distribution channels. LIQUIDITY AND CAPITAL RESOURCES Cash on hand at the end of the quarter increased by $54,696 from the last fiscal year ended September 30, 1999. The Company paid down $5,000 on its $50,000 available line of revolving credit during the quarter and, therefore, has $5,000 available. In addition, Working Capital increased by $24,595 from the last fiscal year. The Company feels it has sufficient cash resources, receivables and cash flow to provide for all general corporate operations in the foreseeable future. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Med Gen Inc. (Registrant) Date: 2/6/01 By:/S/ Paul B. Kravitz ----------------- ------------------------------------ Paul B. Kravitz Chief Executive Officer Date: 2/6/01 By:/S/ Paul S. Mitchell ----------------- ------------------------------------ Paul S. Mitchell President 6