UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported 05/31/2006)
Med Gen Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-29171 65-0703559
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(State or other Jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
7284 West Palmetto Park Road, Suite #207, Boca Raton, FL 33433
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(Address of principal executive offices)
561-750-1100
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(Issuer's telephone number)
Not Applicable
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(Former name or former address, if changed since last report)
All Correspondence to:
Paul B Kravitz CEO
C/O Med Gen Inc.
7284 West Palmetto Park Road
Suite #207
Boca Raton, FL 33433
Item 8.01 Other Events.
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On June 5th, 2006 the Company received the certified tally of the proxy
solicitation which authorized the increase of the issued and outstanding
shares from 500,000,000 to 2,500,000,000 million. The authorized is
comprised of 2,495,000,000 common shares and 5,000,000 preferred shares.
The vote was as follows:
For: 36,430,177
Against: 913,489
Abstain: 11,446
The Company will immediately amend its certificate of incorporation in
Nevada.
The second proposal to approve the Board of Directors for a term of five
years was approved by the shareholders as follows:
For: 36,795,914
Against: 257,925
Abstain: 301,273
As of the date of this filing there are 70,271,727 common shares issued
and outstanding and 57,257,121 in the public float.
The purpose of the increase in the authorized shares was to cover any
registration rights the funding group has under its definitive
agreement. The funding group has funded $3,990,000 as of the date of
this filing. A registration statement covering $1,540,000 went
effective in August 2005 and the increase in authorized shares is to
cover any future additional funding. The Company received $750,000
dollars on June 21st, 2006 towards its 800 call in marketing program,
UN-Diet product launch and working capital account.
The funding group has converted 570,715 of convertible debentures into
58,032,950 of common shares since August 2005 in an effort to reduce
the Company's debt load. Furthermore the funding group waived all
interest payments due it from April 30th, 2006 until August 30th, 2006
so the Company could utilize the funding proceeds for its business plan.
The Company issued 30,000,000 warrants at .05 cents as part of the last
funding package.
The Company will file a new SB-2 Registration Statement on or about
August 17th, 2006 to cover the $2,450,000 dollars received over the
last year from the funding group. The Company anticipates another
capital drawdown in the approximate sum of $1,000,000 in the fourth
quarter in order to effectuate its business plan and achieve a positive
cash flow.
Finally the Company in compliance with the new settlement agreement will
issue 15,000,000 Common shares with a restrictive legend. These shares
will also be included in the August 15th, 2006 Registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Med Gen Inc.
Date: June 5th, 2006
/s/Paul B. Kravitz
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Paul B. Kravitz,
Chairman & Chief Executive Officer