UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
for the transition period from ________________ to ______________
Commission File Number 000-29171
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MED GEN, INC.
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(Exact name of registrant as specified in its charter)
Nevada 65-0703559
---------------------- -------------------------------
(State of incorporation) (IRS Employer Identification No.)
7284 W. Palmetto Park Road, Suite 207, Boca Raton, FL 33433
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(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 by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12B-2). Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
As of March 30, 2005, 30,136,447 shares of common stock, .001 par value
per share, were outstanding.
The Company's stock trades on the OTCBB under the symbol "MDGN".
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
INDEX
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Restated Balance Sheet - March 31, 2005 (Unaudited)
Statements of Operations - Three months ended March
31,2005 and 2004 and Six Months ended
March 31,2005 and 2004 (Unaudited)
Statements of Cash Flows - Six months ended March 30,
2005 and 2004 (Unaudited).
Notes to Financial Statements (Unaudited).
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
MED GEN, INC.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
3
Med Gen, Inc.
Balance Sheet
March 31, 2005
(Restated)
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 644,665
Accounts receivable 206,143
Inventory 116,218
Other current assets 5,700
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Total Current Assets 972,726
-------------
Property and Equipment, net 39,081
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Other Assets
Deferred loan costs 112,000
Deposits and other 38,157
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150,157
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$ 1,161,964
=============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses $ 51,844
Notes payable - related parties 405,000
-------------
Total Current Liabilities 456,844
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Derivative financial instruments 10,068,111
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Convertible debentures -
-------------
Stockholders' (Deficit)
Preferred stock, $.001 par value, 5,000,000
shares authorized -
Series A 8% cumulative, convertible, 1,500,000
shares authorized -
Undesignated, 3,500,000 shares authorized -
Common stock, $.001 par value, 245,000,000
shares authorized, 30,136,447 shares
issued and outstanding 30,136
Paid in capital 14,984,148
Receivable for common stock (35,000)
Accumulated (deficit) (24,342,275)
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(9,362,991)
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$ 1,161,964
=============
See accompanying note to the financial statements.
4
Med Gen, Inc.
Statements of Operations
For the Three Months and Six Months Ended March 31, 2004 and 2005
(Unaudited)
Three Months Six Months
-------------------------- --------------------------
2004 2005 2004 2005
----------- ----------- ----------- ------------
(Restated) (Restated)
Net sales $ 244,937 $ 201,471 $ 512,201 $ 483,644
Cost of sales 144,083 71,449 248,189 171,089
----------- ----------- ----------- ------------
Gross profit 100,854 130,022 264,012 312,555
----------- ----------- ----------- ------------
Operating expenses:
Non cash stock compensation 48,750 185,640 135,750 305,640
Selling, general and
administrative expenses 325,994 309,479 811,071 627,156
----------- ----------- ----------- ------------
374,744 495,119 946,821 932,796
----------- ----------- ----------- ------------
(Loss) from operations (273,890) (365,097) (682,809) (620,241)
----------- ----------- ----------- ------------
Other (income) expense:
Interest expense 22,595 4,806 71,335 9,060
Non cash interest expense - 180,000 - 180,000
Derivative instrument expense - 9,328,111 - 9,328,111
Other expenses 6,250 - 12,500 -
----------- ----------- ----------- ------------
28,845 9,512,917 83,835 9,517,171
----------- ----------- ----------- ------------
(Loss) before income taxes (302,735) (9,878,014) (766,644) (10,137,412)
Income taxes - - - -
----------- ----------- ----------- ------------
Net (loss) $ (302,735) $(9,878,014) $ (766,644) $(10,137,412)
=========== =========== =========== ============
Per share information - basic
and fully diluted:
Weighted average shares
outstanding 5,821,914 29,480,891 4,496,172 28,194,689
=========== =========== =========== ============
Net (loss) per share $ (0.05) $ (0.34) $ (0.17) $ (0.36)
=========== =========== =========== ============
See accompanying note to the financial statements.
5
Med Gen, Inc.
Statements of Cash Flows
For the Six Months Ended March 31, 2004 and 2005
(Unaudited)
2004 2005
----------- -----------
Cash flows from operating activities:
Net cash (used in) operating activities $ (467,932) $ (566,030)
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Cash flows from investing activities:
Net cash (used in) investing activities - -
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Cash flows from financing activities:
Borrowing (repayment) of related party notes (184,800) 230,000
Proceeds from option exercise 461,232 101,987
Proceeds from convertible debentures - 665,000
Proceeds from issuance of common stock 400,000 -
----------- -----------
Net cash provided by financing activities 676,432 996,987
----------- -----------
Net increase in cash 208,500 430,957
Beginning - cash and cash equivalents 90,791 213,708
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Ending - cash and cash equivalents $ 299,291 $ 644,665
=========== ===========
See accompanying note to the financial statements.
6
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005
(UNAUDITED)
(1) Basis Of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) for
interim financial information and Item 310(b) of Regulation S-B. They
do not include all of the information and footnotes required by GAAP
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, 2004, and for the two years then ended, including notes
thereto included in the Company's Form 10-KSB.
The financial statements for the 2005 peiods have been restated to reflect
the correction of an error as discussed in Note 10. No other changes have
been made.
(2) Earnings Per Share
The Company calculates net income (loss) per share as required by Statement
of Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic
earnings (loss) per share is calculated by dividing net income (loss) by
the weighted average number of common shares outstanding for the period.
Diluted earnings (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares and dilutive common
stock equivalents outstanding. During periods when anti-dilutive commons
stock equivalents are not considered in the computation.
(3) Inventory
Inventory is stated at the lower of cost, determined on a first in, first
out basis, or market value. Inventory consists principally of finished
goods and packaging materials.
(4) Notes Payable - Related Parties
During the period ended March 31, 2005, the Company repaid $181,000 in
notes due to related parties and borrowed an additional $411,000 from
related parties with interest at 8% per annum. The balance due was
$405,000 at March 31, 2005. During April 2005 the Company repaid the
$405,000 (see Note 8).
(5) Income Taxes
The Company accounts for income taxes under SFAS 109, "Accounting for
Income Taxes", which requires use of the liability method. SFAS 109
provides that deferred tax assets and liabilities are recorded based
on the differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes, referred to as
temporary differences. Deferred tax assets and liabilities at the end of
each period are determined using the currently enacted tax rates applied
to taxable income in the periods in which the deferred tax assets and
liabilities are expected to be settled, or realized.
7
The Company's deferred tax asset of approximately $2,100,000 resulting
from net operating loss carryforwards aggregating approximately $6,200,000
is fully offset by a valuation allowance. The Company has recorded a
valuation allowance to state its deferred tax assets at estimated net
realizable value due to the uncertainty related to realization of these
assets through future taxable income.
The provision for income taxes differs from the amount computed by applying
the statutory rate of 34% to income before income taxes due to the effect
of the net operating loss. The principal difference between the accumulated
deficit for income tax purposes and for financial reporting purposes
results from non-cash stock compensation being charged to operations for
financial reporting purposes.
(6) Stockholders' (Deficit)
During October 2004 the Company issued 2,000,000 shares of common stock
to an officer pursuant to the exercise of options granted in October 2004
at $.10 per share. The fair value of the shares issued was $.16 per share.
The difference between the fair value and the exercise price of $120,000
has been charged to operations during the period ended December 31, 2004.
In addition, the Company recorded a receivable for common stock of $200,000
for the amount due for the shares. During the quarter ended March 31, 2005,
the Company reduced the amount receivable for these shares to the current
market price of its Common stock. This reduction resulted in a charge to
operations of $117,640 during the quarter ended March 31, 2004. This
officer remitted an aggregate of $101,987 to the Company related to the
receivable for common stock during the period from October 1, 2004, through
March 31, 2005. At March 31, 2005, $35,000 remained receivable for common
stock.
During January through March 2005, the Company issued 2,000,000 shares of
common stock to a related party lender described in Note 4, for future
loans to be made to the Company pursuant to a line of credit. The fair
value of these shares of $180,000 was to be charged to operations as
additional interest over the term of the line of credit. The Company
recorded a charge to operations for the value of the shares as the line
of credit was terminated at March 31, 2005, and the balance of $405,000
was repaid in April 2005. In addition, the Company issued 200,000 shares
of common stock to a consultant and 1,000,000 shares to a related party
described in Note 4 for services. The fair value of these shares of $68,000
was charged to operations.
During January 2005 the Company filed a Form SB-2 registration statement
covering the 8,000,000 common shares described in Note 7 and 2,200,000 of
the common shares described above.
Stock-based Compensation
During October 2004 the Company issued 2,000,000 options to purchase shares
of common stock to an officer. Compensation costs charged to operations
aggregated $120,000 for these options.
SFAS 123 requires the Company to provide proforma information regarding
net income and earnings per share as if compensation cost for the Company's
stock option plans had been determined in accordance with the fair value
based method prescribed in SFAS 123. The fair value of the option grants
is estimated on the date of grant utilizing the Black-Scholes option
pricing model with the following weighted average assumptions for grants
during the period ended March 31, 2005: expected life of options of 5
years, expected volatility of 121%, risk-free interest rate of 3% and no
dividend yield. The weighted average fair value at the date of grant for
options granted during the period ended March 31, 2005, approximated $.14
per option. These results may not be representative of those to be expected
in future years.
8
Under the provisions of SFAS 123, the Company's net income (loss) and
earnings (loss) per share would have been reduced (increased) to the
proforma amounts indicated below:
Net (loss)
As reported $(10,137,412)
Proforma $(10,297,412)
Basic and diluted (loss) per share
As reported $(.36)
Proforma $(.37)
A summary of stock option activity is as follows:
Weighted Weighted
Number average average
of exercise fair
shares price value
------------ -------- ------
Balance at
September 30, 2004 934,112 $1.33 $1.33
Granted 2,000,000 $1.23 $1.23
Exercised/Forfeited (2,750,260) $1.23 $1.23
------------
Balance at
March 31, 2005 183,852 $1.31 $1.31
============
The following table summarizes information about fixed-price stock
options at March 31, 2005:
Outstanding Exercisable
----------- -----------
Weighted Weighted Weighted-
Average Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
---------- ----------- ---- ----- ----------- -----
$1.01 31,852 2.0 years $1.01 31,852 $1.01
$1.25 100,000 5.0 years $1.25 100,000 $1.25
$1.31 52,000 5.0 years $1.31 52,000 $1.31
---------- ----------
183,852 183,852
========== ==========
(7) Commitments, Concentrations and Contingencies
During the period ended March 31, 2005, the Company derived 46%, 18% and
10% of its total sales from three customers. At March 31, 2005, $121,403
is due from these customers.
During May 2003 Global Healthcare Laboratories, Inc. (Global) made a claim
against the Company for breach of contract under a master license agreement.
Management contended that Global committed fraud and multiple breaches of
the master license agreement and that the claim was without merit. The
matter was re-filed for the third time by the plaintiffs after two prior
dismissals by the Federal courts for failure to state a cause of action.
On August 31, 2004, a verdict was rendered in favor of the plaintiffs and
they were awarded a judgment in the sum of $2,501,191. The Company initially
intended to appeal the verdict, however on December 3, 2004, the Company
and Global settled the matter as follows:
9
The Company would make cash payments to Global aggregating $200,000 through
March 1, 2005, and would issue to Global an aggregate of 8,000,000 shares
of common stock. The shares to be issued were valued at their fair market
value of $1,120,000. The Company has recorded an accrual of $200,000 for
the cash payments due and a stock subscription of $1,120,000 for the common
shares issuable at September 30, 2004. The Company has agreed to file a
registration statement covering an aggregate of 10,200,000 shares of common
stock on or before January 15, 2005, and should it not do so an additional
500,000 shares of common stock would have been due to Global. The Company
believes that it has complied with the filing requirement. Global will be
required to execute proxies giving the voting rights of the shares issuable
to an officer of the Company. Through March 31, 2005, the Company made
payments aggregating $200,000 to Global.
During the periods covered by these financial statements the Company issued
shares of common stock and subordinated debentures without registration
under the Securities Act of 1933. Although the Company believes that the
sales did not involve a public offering of its securities and that the
Company did comply with the "safe harbor" exemptions from registration,
if such exemptions were found not to apply, this could have a material
impact on the Company's financial position and results of operations. In
addition, the Company issued shares of common stock pursuant to Form S-8
registration statements and pursuant to Regulation S. The Company believes
that it complied with the requirements of Form S-8 and Regulation S in
regard to these issuances, however if it were determined that the Company
did not comply with these provisions this could have a material impact on
the Company's financial position and results of operations.
During January 2005 and effective February 16, 2005, the Company entered
into a professional services agreement with an entity acting as an
independent contractor to distribute its products in the United States.
As compensation the Company agreed to pay a commission of the greater of
5% of invoiced shipments or $105,000 for the year ended December 31, 2005
and $144,000 for each of the years ended December 31, 2006 and 2007. The
agreement may be terminated by either party for any reason within 6 months
of the date of the agreement. Thereafter the Company may terminate the
agreement with 6 months notice.
During January 2005 the Company entered into a one year consulting agreement
with an entity to assist the Company with its business plan and introduce
the Company to potential investors. Should the Company decide to enter into
a funding transaction as a result of an introduction by the consultant the
consultant shall designate a registered broker Dealer to complete the
transaction. The consultant shall receive a cash fee of 10% of the funds
procured and warrants to purchase common stock equal to 10% of the toal
shares issued for a period of 5 years at 105% of the price at which the
shares are sold. The shares underlying the warrants are subject to certain
registration rights.
(8) Basis of Reporting
The Company's financial statements are presented on a going concern basis,
which contemplates the realization of assets and satisfaction of liabilities
in the normal course of business. The Company has experienced a significant
loss from operations including the settlement of certain litigation. For
the period ended March 31, 2005, the Company incurred a net loss of
$10,137,412 and has an accumulated deficit of $24,342,275 at March 31, 2005.
The Company's ability to continue as a going concern is contingent upon its
ability to secure additional financing, increase ownership equity and
attain profitable operations. In addition, the Company's ability to
continue as a going concern must be considered in light of the problems,
expenses and complications frequently encountered in established markets
and the competitive environment in which the Company operates.
10
The Company is pursuing financing for its operations and seeking additional
investments. In addition, the Company is seeking to expand its revenue base
by adding new customers and increasing its advertising. Failure to secure
such financing or to raise additional equity capital and to expand its
revenue base may result in the Company depleting its available funds and
not being able pay its obligations.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
(9) Subsequent Events
During April 2005 the Company filed a definitive proxy to increase in the
authorized common shares to 245,000,000 and authorized preferred shares
to 5,000,000.
(10) Correction of an Error and Restatements
During December 2005 the Company determined that the certain convertible
debt which had been accounted for as conventional convertible debt should
have been accounted for using the guidance of EITF 00-19 "Accounting for
Derivative Financial Instruments Indexed To, and Potentially Settled In,
a Company's Own Common Stock" (see below).
The accompanying financial statements have been restated to reflect the
above correction. The adjustments increased the net loss for the three
months and six months ended March 31, 2005, as previously reported from
$(549,903) and $(809,301) to $(9,878,014) and $(10,137,412) or $(.34)
and $(.36) per share. In addition, the liability for convertible debentures
previously reported on the balance sheet were reduced $740,000 to $0 and
the amount reported on the balance sheet for derivative instruments was
increased from $0 to $10,068,111.
CALLABLE SECURED CONVERTIBLE NOTES AND DERIVATIVE INSTRUMENT LIABILITIES
Derivative financial instruments
The Company does not use derivative instruments to hedge exposures to cash
flow, market, or foreign currency risks.
The Company reviews the terms of convertible debt and equity instruments
issued to determine whether there are embedded derivative instruments,
including the embedded conversion option, that are required to be
bifurcated and accounted for separately as a derivative financial
instrument. In circumstances where the convertible instrument contains
more than one embedded derivative instrument, including the conversion
option, that is required to be bifurcated, the bifurcated derivative
instruments are accounted for as a single, compound derivative instrument.
Also, in connection with the sale of convertible debt and equity
instruments, the Company may issue freestanding options or warrants that
may, depending on their terms, be accounted for as derivative instrument
liabilities, rather than as equity. The Company may also issue options or
warrants to non-employees in connection with consulting or other services
they provide.
11
When the risks and rewards of any embedded derivative instrument are not
"clearly and closely" related to the risks and rewards of the host
instrument, the embedded derivative instrument is generally required to
be bifurcated and accounted for separately. If the convertible instrument
is debt, or has debt-like characteristics, the risks and rewards associated
with the embedded conversion option are not "clearly and closely" related
to that debt host instrument. The conversion option has the risks and
rewards associated with an equity instrument, not a debt instrument,
because its value is related to the value of our common stock. Nonetheless,
if the host instrument is considered to be "conventional convertible debt"
(or "conventional convertible preferred stock"), bifurcation of the
embedded conversion option is generally not required. However, if the
instrument is not considered to be conventional convertible debt (or
conventional convertible preferred stock), bifurcation of the embedded
conversion option may be required in certain circumstances.
Certain instruments, including convertible debt and equity instruments and
the freestanding options and warrants issued in connection with those
convertible instruments, may be subject to registration rights agreements,
which impose penalties for failure to register the underlying common stock
by a defined date. If the convertible debt or equity instruments are not
considered to be "conventional", then the existence of the potential cash
penalties under the related registration rights agreement requires that
the embedded conversion option be accounted for as a derivative instrument
liability. Similarly, the potential cash penalties under the related
registration rights agreement may require us to account for the
freestanding options and warrants as derivative financial instrument
liabilities, rather than as equity. In addition, when the ability to
physical or net-share settle the conversion option or the exercise of the
freestanding options or warrants is deemed to be not within the control
of the company, the embedded conversion option or freestanding options or
warrants may be required to be accounted for as a derivative financial
instrument liability.
Derivative financial instruments are initially measured at their fair value.
For derivative financial instruments that are accounted for as liabilities,
the derivative instrument is initially recorded at its fair value and is
then re-valued at each reporting date, with changes in the fair value
reported as charges or credits to income. For option-based derivative
financial instruments, the Company uses the Black-Scholes option pricing
model to value the derivative instruments.
If freestanding options or warrants were issued in connection with the
issuance of convertible debt or equity instruments and will be accounted
for as derivative instrument liabilities (rather than as equity), the total
proceeds received are first allocated to the fair value of those
freestanding instruments. If the freestanding options or warrants are
to be accounted for as equity instruments, the proceeds are allocated
between the convertible instrument and those derivative equity instruments,
based on their relative fair values. When the convertible debt or equity
instruments contain embedded derivative instruments that are to be
bifurcated and accounted for as liabilities, the total proceeds allocated
to the convertible host instruments are first allocated to the fair value
of all the bifurcated derivative instruments. The remaining proceeds, if
any, are then allocated to the convertible instruments themselves, usually
resulting in those instruments being recorded at a discount from their
face amount.
To the extent that the fair values of the freestanding and/or bifurcated
derivative instrument liabilities exceed the total proceeds received, an
immediate charge to income is recognized, in order to initially record the
derivative instrument liabilities at their fair value.
The discount from the face value of the convertible debt, together with
the stated interest on the instrument, is amortized over the life of the
instrument through periodic charges to income, usually using the effective
interest method. When the instrument is convertible preferred stock, the
dividends payable are recognized as they accrue and, together with the
periodic amortization of the discount, are charged directly to retained
earnings.
12
The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is re-assessed
periodically, including at the end of each reporting period. If
re-classification is required, the fair value of the derivative instrument,
as of the determination date, is re-classified. Any previous charges or
credits to income for changes in the fair value of the derivative
instrument are not reversed. Derivative instrument liabilities are
classified in the balance sheet as current or non-current based on
whether or not net-cash settlement of the derivative instrument could be
required within twelve months of the balance sheet date.
On March 30, 2005, the Company entered into a Securities Purchase
Agreement with four accredited investors ("Note Holders") for the sale
of up to (i) $1,540,000 in Callable Secured Convertible Notes (the
"Convertible Notes") and (ii) warrants to purchase up to 1,540,000
shares of its common stock (the "Warrants"). The Convertible Notes bear
interest at 8% and have a maturity date of three years from the date of
issuance. The Company is not required to make any principal payments
during the term of the Convertible Notes. The Convertible Notes are
convertible into shares of the Company's common stock at the Note Holders'
option, at the lower of (i) $0.09 per share or (ii) 60% of the average
of the three lowest intra-day trading prices for the common stock as
quoted on the Over-the-Counter Bulletin Board for the 20 trading days
preceding the conversion date. The warrants are exercisable for a period
of five years from the date of issuance and have an exercise price of
$0.085 per share. The full principal amount of the Notes is due upon the
occurrence of an event of default.
The Convertible Notes and the Warrants were issued in three tranches, on
March 30, 2005 ($740,000 of Convertible Notes and 740,000 Warrants), on
May 25, 2005 ($700,000 of Convertible Notes and 700,000 Warrants), and
on August 23, 2005 ($100,000 of Convertible Notes and 100,000 Warrants).
On August 31, 2005, the Company sold an additional $500,000 of Convertible
Notes and 500,000 Warrants to the same four investors. The terms of these
Convertible Notes and Warrants are the same as those previously issued,
except that the exercise price of the Warrants is $0.09 per share.
On October 31, 2005, the Company sold an additional $600,000 of Convertible
Notes and 600,000 Warrants to the same four investors. The terms of these
Convertible Notes and Warrants are the same as those previously issued,
except that the exercise price of the Warrants is $0.09 per share.
The conversion price of the Convertible Notes and the exercise price of
the warrants will be adjusted in the event that the Company issues common
stock at a price below the initial fixed conversion or exercise price,
with the exception of any shares of common stock issued in connection
with the Convertible Notes. The conversion price of the Convertible Notes
and the exercise price of the warrants may also be adjusted in certain
circumstances such as if the Company pays a stock dividend, subdivides
or combines outstanding shares of common stock into a greater or lesser
number of shares, or takes such other actions as would otherwise result
in dilution of the Note Holders' position. The Note Holders have
contractually agreed to restrict their ability to convert their Convertible
Notes or exercise their warrants and receive shares of the Company's
common stock such that the number of shares of common stock held by the
Note Holders and their affiliates after such conversion or exercise does
not exceed 4.99% of the then issued and outstanding shares of common
stock. In addition, the Company has granted the Note Holders registration
rights and a security interest in substantially all of the Company's
assets. The Company has the right to prepay the Convertible Notes under
certain circumstances at a premium ranging from 25% to 50% of the
principal amount, depending on the timing of such prepayment.
13
Pursuant to the terms of a Registration Rights Agreement entered into
with the Note Holders, the Company is obligated to register for resale,
within a defined time period, the shares underlying the Warrants and the
shares issuable on conversion of the Convertible Notes. The terms of the
Registration Rights Agreement provide that, in the event that the
registration statement does not become effective within 105 days of the
issuance of the Warrants or Convertible Notes, the Company is required
to pay to the Note Holders as liquidated damages, an amount equal to
2% per month of the principal amount of the Convertible Notes. This
amount may be paid in cash or, at the Holder's option, in shares of
common stock priced at the conversion price then in effect on the date
of the payment.
Because the Warrants are subject to a Registration Rights Agreement with
the Note Holders, they have been accounted for as derivative instrument
liabilities (see below) in accordance with EITF 00-19, "Accounting for
Derivative Financial Instruments Indexed To, and Potentially Settled In,
a Company's Own Common Stock" (EITF 00-19). Accordingly the fair value
of the warrants, amounting to an aggregate of $673,400, was recorded as
a derivative instrument liability. The fair value of the warrants was
determined using the Black-Scholes valuation model, based on the market
price of the common stock on the date the Warrants were issued, an
expected dividend yield of 0%, a risk-free interest rate based on
constant maturity rates published by the U.S. Federal Reserve,
applicable to the life of the Warrants, expected volatility of 50%
and the five year life of the Warrants.
The Company is required to re-measure the fair value of the warrants at
each reporting period until the registration statement is declared
effective. Accordingly, the Company re-measured the fair value of the
Warrants at March 31, 2005, using the Black-Scholes valuation model
based on the market price of the common stock on that date, an expected
dividend yield of 0%, a risk-free interest rate based on constant maturity
rates published by the U.S. Federal Reserve, applicable to the remaining
term of the Warrants, expected volatility of 50% and an expected life
equal to the remaining term of the Warrants. This resulted in a fair
market value for the warrants of $688,200 at March 31, 2005. Upon the
Company meeting its obligation to register the securities, the fair
value of the Warrants on that date will be reclassified to equity.
Because the conversion price of the Convertible Notes is not fixed, the
Convertible Notes are not "conventional convertible debt" as that term
is used in EITF 00-19. Accordingly, because the shares underlying the
conversion of the Convertible Notes are subject to the Registration
Rights Agreement with the Holders, the Company is required to bifurcate
and account separately for the embedded conversion options, together
with any other derivative instruments embedded in the Convertible Notes.
The conversion option related to each Convertible Note, together with the
embedded call options represented by the Note Holders' right to receive
interest payments and any registration rights penalties in common stock,
were treated, for each Convertible Note, as a single compound derivative
instrument, and were bifurcated from the Convertible Note and accounted
for separately as a derivative instrument liability (see below). The
bifurcated embedded derivative instruments, including the embedded
conversion options which were valued using the Black-Scholes valuation
model, were recorded at their initial fair value of an aggregate of
$9,176,000. Because the initial fair values of these embedded derivative
instruments, together with the fair values of the Warrants that were
also accounted for as derivative instrument liabilities and recorded at
their fair values, exceeded the proceeds received (the face amount of
the Convertible Notes), the difference was recorded as an immediate
charge to income.
The discount from the face amount of the Convertible Notes represented
by the value assigned to the Warrants and bifurcated derivative instruments
is being amortized over the period to the due date of each Convertible
Note, using the effective interest method.
14
A summary of the Callable Secured Convertible Notes and derivative
instrument liabilities at March 31, 2005, is as follows:
Callable Secured Convertible Notes; 8% per annum;
due March 30, 2008 $ 740,000
Less: face amount of Notes converted -
----------
740,000
Less: unamortized discount related to warrants and
bifurcated embedded derivative instruments (740,000)
Total carrying value at March 31, 2005 $ -
==========
Derivative financial instrument liabilities
We use the Black-Scholes valuation model to value the Warrants and the
embedded conversion option components of any bifurcated embedded
derivative instruments that are recorded as derivative liabilities.
In valuing the Warrants and the embedded conversion option components
of the bifurcated embedded derivative instruments, at the time they
were issued and at March 31, 2005, we used the market price of our
common stock on the date of valuation, an expected dividend yield of
0% and the remaining period to the expiration date of the warrants
or repayment date of the Convertible Notes. All warrants and conversion
options can be exercised by the holder at any time.
Because of the limited historical trading period of our common stock,
the expected volatility of our common stock over the remaining life of
the conversion options and Warrants has been estimated at 50%. The
risk-free rates of return used were based on constant maturity rates
published by the U.S. Federal Reserve, applicable to the remaining life
of the conversion options or Warrants.
At March 31, 2005, the following derivative liabilities related to common
stock Warrants and embedded derivative instruments were outstanding:
Exercise Value-
Price Per Value-Issue March 31,
Issue Date Expiry Date Share Date 2005
- ---------------------------------------------------------------------------
03-30-2005 03-30-2010 740,000 warrants $0.085 $673,400 $ 688,200
---------
Fair value of freestanding derivative instrument
liabilities for warrants $ 688,200
---------
Value-
Value - Issue March 31,
Issue Date Expiry Date Date 2005
- ----------------------------------------------------------------------------
03-30-2005 03-30-2008 $617,676 convertible notes $9,176,000 $9,379,811
----------
Fair value of bifurcated embedded derivative
instrument liabilities associated with the
above convertible notes $9,379,811
----------
Total derivative financial instruments $10,068,111
===========
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------
Three months ended March 31, 2005 Compared with Three months
ended March 31, 2004 and Six Months ended March 31, 2005
Compared with Six months ended March 31, 2004
- ---------------------------------------------
GENERAL
- -------
The Company is now headquartered at 7284 W. Palmetto Park Rd.,
Suite 207, Boca Raton, Florida 33433 since January 1,2004. It does
not foresee any need to further expand its 2200 sq. ft. corporate
facility. The Company has elected to outsource the manufacturing
of all its products at this time.
Results of Operations
- ---------------------
For the 2004 second fiscal quarter ended March 31, 2005, Sales
decreased 17.75% to $201,471 from $244,937.This decrease was
primarily caused by Eckerd's drugstores merger with CVS. CVS
ceased ordering Snorenz at the end of December 2004. The Company
has attempted to re-open this account by presenting the product to
the category buyer and the decision by CVS is still pending. The
Company is hopeful that a positive decision for its product lines
will occur by June 1, 2005. Also affecting Sales were the overall
consumer demand for the products in this category "Cough and
Cold" showed a sharp decline.
For the Six months ended March 31, 2005 sales decreased 5.58% to
$483,644 from $512,201,for the six months ending March 31, 2004.
The decrease is attributable to a decline in overall customer
demand.
Gross profit for the second quarter was $130,022 versus $100,854
for the year ago quarter, an increase of 22.44%. The increase was
due to an increase in the wholesale price of the products, and the
shipping of previously manufactured inventory.
For the six months ended March 31, 2005 Gross profit was $312,555
versus $264,012 for the six months ending March 31, 2004, an
increase of 15.54%. This increase is attributable to an increase
in the wholesale prices of the products and the shipping of
previously manufactured inventory.
Gross profit margins for the quarter increased to 64.53% of sales
up from 41.17% in the previous year ago quarter. The increase was
due to increased wholesale prices and the shipping of previously
manufactured inventory.
Gross profit margins for the Six Months ending March 31,2005
increased to 64.62% of sales up from 51.54% for the six months
ending March 31, 2004. The increase was due to increased wholesale
prices and the shipping of previously manufactured inventory.
Operating expenses (selling, general and administrative expenses)
decreased to $309,479 from $325,994, a decrease of 5.07%. The
small decrease is due to several factors including, decreased
legal fees, consultants fees and overall operating costs.
Operating expenses for the six months decreased from $811,071 to
$627,156, a decrease of 22.68%. The decrease for the six months
is attributable to the Company's continued cost cutting program;
also, the Company has bought remnant advertising time and saved
significant amounts in order to effectively advertise the
products on a reduced operating budget.
16
Operating loss was $365,097 as opposed to a loss of $273,890 in
the prior year's quarter. The loss was higher because of a non-
cash stock compensation adjustment of $185,640.
Operating loss for the Six months was $620,241 as compared to
$682,809 for the six months a year ago. The loss was about the same
because non cash compensation adjustments offset the decrease in
selling, general and administrative expenses.
Interest expense decreased from $22,595 in the year ago quarter
to $4,806 for this quarter. This was due to reducing most of the
secured lender's outstanding debt which ultimately was fully paid
in early April 2005.
Interest expense decreased for the six
month period from $71,335 to $9,060. The decrease is directly
attributable to less borrowings from the secured lender.
For the second fiscal quarter the company reported a loss of
$0.34 per share versus a loss of $0.05 per share in the year ago
quarter.
For the six month period comparison the Company lost $0.36 during
2005 as compared to a loss of $0.17 during 2004.
Liquidity and Capital Resources
- -------------------------------
Cash on hand at March 31, 2005, was $644,655 and the Company had
working capital of $515,882 at March 31, 2005.
Net cash used in operating activities was $566,030 during the
Six months ended March 31, 2005.
Net cash used in investing activities was $-0- during the six
months ended March 31, 2005.
17
Net cash provided by financing activities was $996,987 during the
Six months ended March 31, 2005, which consisted of $101,987 from
the proceeds from the sale of management options and $230,000 of
net draw downs on the credit facility and $665,000 from the first
tranche of the convertible debenture.
The Company has affected a 5% price increase for all of its products.
The Company has also eliminated one-time burdens of legal,
computer and other non-recurring expenses. The Company has
sufficient cash resources, receivables and cash flow to provide
for all general corporate operations in the foreseeable future.
Basis of Reporting
The Company's financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The Company has
experienced a significant loss from operations including the settlement
of certain litigation. For the period ended March 31, 2005, the Company
incurred a net loss of $10,137,412 and has an accumulated deficit of
$24,342,275 at March 31, 2005.
The Company's ability to continue as a going concern is contingent
upon its ability to secure additional financing, increase ownership
equity and attain profitable operations. In addition, the Company's
ability to continue as a going concern must be considered in light
of the problems, expenses and complications frequently encountered
in established markets and the competitive environment in which the
Company operates.
The Company is pursuing financing for its operations and seeking
additional investments. In addition, the Company is seeking to expand
its revenue base by adding new customers and increasing its advertising.
Failure to secure such financing or to raise additional equity capital
and to expand its revenue base may result in the Company depleting its
available funds and not being able pay its obligations.
The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may
result from the possible inability of the Company to continue as a
going concern.
Derivative instruments
In connection with the sale of debt or equity instruments, we may
sell options or warrants to purchase our common stock. In certain
circumstances, these options or warrants may be classified as
derivative liabilities, rather than as equity. Additionally, the
debt or equity instruments may contain embedded derivative
instruments, such as conversion options, which in certain
circumstances may be required to be bifurcated from the associated
host instrument and accounted for separately as a derivative
instrument liability.
The identification of, and accounting for, derivative instruments
is complex. Our derivative instrument liabilities are re-valued at
the end of each reporting period, with changes in the fair value of
the derivative liability recorded as charges or credits to income,
in the period in which the changes occur. For options, warrants and
bifurcated conversion options that are accounted for as derivative
instruments liabilities, we determine the fair value of these
instruments using the Black-Scholes option pricing model. That
model requires assumptions related to the remaining term of the
instruments and risk-free rates of return, our current common stock
price and expected dividend yield, and the expected volatility of our
common stock price over the life of the option. We have estimated the
future volatility of our common stock price based the history of our
stock price. The identification of, and accounting for, derivative
instruments and the assumptions used to value them can significantly
affect our financial statements.
18
CRITICAL ACCOUNTING POLICIES
- ----------------------------
Our discussion of results of operations and financial condition
relies on our consolidated financial statements that are prepared
based on certain critical accounting policies that require
management to make judgments and estimates that are subject to
varying degrees of uncertainty. We believe that investors need to
be aware of these policies and how they impact our financial
reporting to gain a more complete understanding of our financial
statements as a whole, as well as our related discussion and
analysis presented herein. While we believe that these
accounting policies are grounded on sound measurement criteria,
actual future events can and often do result in outcomes that can
be materially different from these estimates or forecasts. The
accounting policies and related risks described in the notes to
our financial statements for the year ended September 30, 2004
are those that depend most heavily on these judgments and estimates.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
- -----------------------------------------
Recently issued accounting pronouncements and their effect on us
Are discussed in the notes to the financial statements in our
September 30, 2004 audited financial statements.
FORWARD LOOKING STATEMENTS
- --------------------------
When used throughout in this form 10QSB filing, the words "believe",
"should", "would", and similar expressions that are not historical
are intended to identify forward-looking statements that involve
risks and uncertainties. Such statements include, without limitation,
expectations with respect to the results for the next fiscal
year, the Company's beliefs and its views about the long term
future of the industry and the Company, its suppliers or its
strategic business partners. In addition to factors that may
be described in the Company's other Securities and Exchange
Commission ("SEC") filings, unforeseen circumstances or events
could cause the Company's financial performance to differ
materially from that expressed in any forward-looking statements
made by, or on behalf of, the Company. The Company does not
undertake any responsibility to update the forward-looking
statements contained in this Form 10QSB filing.
19
Item 3. Controls & Procedures
As required by Rule 13a-15 under the Exchange Act, as of the date
of the filing of this report , the Company carried out an evaluation
of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of the Company's
management, including the Company's President, Chief Executive
Officer and Chief Financial Officer. Based upon that evaluation,
the Company's President, Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures
are effective. There have been no significant changes in the Company's
internal controls or in other factors, which could significantly affect
internal controls subsequent to the date the Company carried out its
evaluation.
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed
in Company reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be
disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's
Chief Executive Officer and Chief Financial Officer as appropriate,
to allow timely decisions regarding required disclosure.
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's Exchange Acts reports is recorded, processed and summarized
and is reported within the time periods specified in the SEC's rules
and forms, and that such information is accumulated and communicated
to the Company's management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure
control procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible
controls and procedures.
20
PART II
-------
Item 1. LEGAL PROCEEDINGS
All legal proceedings disclosed in the prior filings have
been settled by the Company. The terms of the settlement were
disclosed on From 8-K as filed on December 12, 2004.
Item 2. CHANGE IN SECURITIES
Not Applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 21st, 2005 the Company filed its Definitive
Proxy Statement requesting an increase of the authorized
shares from 50,000,000 to 250,000,000. The results of the
proxy vote which was scheduled for May 22, 2005 may be
extended, if necessary to comply with any additional SEC
requirements.
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 31.1 Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002,
promulgated under the Securities Exchange Act of 1934,
as amended
31.2 Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002,
promulgated under the Securities Exchange Act of 1934,
as amended
32.1 Certification of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350, as adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to
18 U.S.C. Section 1350, as adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
21
- -------------------------------------------------------------------
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: February 16, 2006 By: /s/Paul B. Kravitz
--------------------------------
Paul B. Kravitz
Chief Executive Officer
22