UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(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, 2007
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
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
-----------------------------------------------------------
(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 31st, 2007, 393,011,265 shares of common stock, .001 par
value per share, were outstanding.
The Company's stock trades on the OTCBB under the symbol "MGEN".
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
INDEX
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - March 31, 2007 (Unaudited)
Statements of Operations - Three months ended March
31,2007 and 2006 and Six Months ended
March 31,2007 and 2006 (Unaudited)
Statements of Cash Flows - Six months ended March 31,
2007 and 2006 (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, 2007
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 1,069,518
Accounts receivable, net of reserve of $15,196 17,989
Inventory 108,694
Other current assets 5,700
------------
Total Current Assets 1,201,901
------------
Property and Equipment, net 38,226
------------
Other Assets
Deferred financing fees 176,571
Deposits and other 45,226
------------
$ 1,461,924
============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses $ 1,468,854
Accrued litigation judgment 496,676
------------
Total Current Liabilities 1,965,530
------------
Derivative financial instruments 7,458,383
------------
Convertible debentures 362,130
------------
Redeemable common shares 200,000
------------
Stockholders' (deficit)
Preferred stock, $.001 par value, 5,000,000 shares
authorized:
Series A 8% cumulative, convertible, 1,500,000 shares
authorized, no shares issued and outstanding -
Undesignated, 3,500,000 shares authorized -
Common stock, $.001 par value, 2,495,000,000
shares authorized, 393,011,265 shares
issued and outstanding 393,011
Paid in capital 28,089,157
Accumulated (deficit) (37,006,287)
------------
(8,524,119)
------------
$ 1,461,924
============
See accompanying notes to the financial statements.
4
Med Gen, Inc.
Statements of Operations
For the Three Months and Six Months Ended March 31, 2006 and 2007
(Unaudited)
Three Months Six Months
---------------------------- --------------------------
2006 2007 2006 2007
----------- ----------- ----------- -----------
Revenue:
Product $ 45,820 $ 20,976 $ 145,968 $ 77,729
Service - 475,000 - 600,000
----------- ----------- ----------- -----------
45,820 495,976 145,968 677,729
Cost of revenue 51,679 80,791 79,829 165,202
----------- ----------- ----------- -----------
Gross profit (5,859) 415,185 66,139 512,527
----------- ----------- ----------- -----------
Operating expenses:
Selling, general and
administrative expenses -
Non cash stock compensation 169,650 685,300 225,350 998,800
Selling, general and
administrative expenses -
Other 353,765 510,074 1,058,987 1,017,327
----------- ----------- ----------- -----------
523,415 1,195,374 1,284,337 2,016,127
----------- ----------- ----------- -----------
(Loss) from operations (529,274) (780,189) (1,218,198) (1,503,600)
----------- ----------- ----------- -----------
Other (income) expense:
Interest expense 67,274 336,376 207,966 421,766
Interest income - (5,823) - (12,760)
Derivative instrument expense 8,336,244 417,780 8,286,527 767,181
----------- ----------- ----------- ----------
8,403,518 748,333 8,494,493 1,176,187
----------- ----------- ----------- -----------
(Loss) before income taxes (8,932,792) (1,528,522) (9,712,691) (2,679,787)
Income taxes - - - -
----------- ----------- ----------- -----------
Net (loss) $(8,932,792) $(1,528,522) $(9,712,691) $(2,679,787)
=========== =========== =========== ===========
Per share information
- basic and fully diluted:
Weighted average shares
outstanding 27,103,694 356,760,665 16,809,540 314,734,841
=========== =========== =========== ===========
Net (loss) per share $ (0.33) $ (0.00) $ (0.58) $ (0.01)
=========== =========== =========== ===========
See accompanying notes to the financial statements.
5
Med Gen, Inc.
Statements of Cash Flows
For the Six Months Ended March 31, 2006 and 2007
(Unaudited)
2006 2007
------------ -----------
Cash flows from operating activities:
Net cash (used in) operating activities $(1,120,683) $ (964,490)
------------ -----------
Cash flows from investing activities:
Accquisition of property and equipment (9,174) (15,600)
------------ -----------
Net cash (used in) investing activities (9,174) (15,600)
------------ -----------
Cash flows from financing activities:
Proceeds from option exercise 350 -
Proceeds from convertible debentures 1,135,000 700,000
------------ -----------
Net cash provided by financing activities 1,135,350 700,000
------------ -----------
Net increase (decrease) in cash 5,493 (280,090)
Beginning - cash and cash equivalents 760,934 1,349,608
------------ -----------
Ending - cash and cash equivalents $ 766,427 $1,069,518
============ ===========
See accompanying notes to the financial statements.
6
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
(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, 2006, and for the two years then ended, including notes
thereto included in the Company's Form 10-KSB.
(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) Stockholders' (Deficit)
Common stock
During the period from October 2006 through March 2007, the Company
issued an aggregate of 159,000,600 shares of common stock for services
rendered to a significant shareholder. The shares were valued at their
fair market value of $798,800 which was charged to operations during the
period.
During the period from October 2006 through March 2007 the Company
issued an aggregate of 2,161,381 shares of common stock for the
conversion $7,089 of the notes described on Note 6.
During February 2007 the Company issued 100,000,000 options excersizable
at $.004 per share for a period of five years to officers. The fair
value of these shares of $200,000 was charged to operations during the
period.
7
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
(UNAUDITED)
Stock Options
A summary of stock option activity is as follows:
Weighted Weighted
Number average average
of exercise fair
shares price value
----------- --------- --------
Balance at
September 30, 2006 9,197 $ 24.50 $ 0.000
Granted 100,000,000 $ 0.004 $ 0.002
Exercised/Forfeited -
-----------
Balance at
March 31, 2007 100,009,197 $ 0.004 $ 0.002
===========
The following table summarizes information about fixed-price stock
options at March 31, 2007:
Outstanding Exercisable
---------------------------------------- --------------------------
Weighted Weighted Weighted-
Average Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
-------- ----------- ----------- ----------- ----------- ------------
$0.004 100,000,000 5.0 years $00.004 100,000,000 $00.004
$1.010 1,597 0.5 years $20.200 1,597 $20.200
$1.250 5,000 1.5 years $25.000 100,000 $25.000
$1.310 2,600 1.5 years $26.200 2,600 $26.200
----------- -----------
100,009,197 100,009,197
=========== ===========
(5) Commitments, Concentrations and Contingencies
During the period ended March 31, 2007, the Company performed consulting
services for fees aggregating $600,000 for a single customer.
Litigation
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:
The Company would make cash payments to Global aggregating $200,000
through March 1, 2005, and would issue to Global an aggregate of 400,000
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, and
charged $1,320,000 to operations for the settlement during the year
ended September 30, 2004. The Company has agreed to file a registration
statement covering an aggregate of 510,000 shares of common stock on or
before January 15, 2005, and should it not due so an additional 25,000
shares of common stock would be due to Global. Global will be required
to execute proxies giving the voting rights of the shares issuable to an
officer of the Company.
A dispute between the parties arose and the settlement agreement was set
aside by the Court and no new settlement agreement has yet been reached.
Through September 30, 2005, the Company made payments to Global
8
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
(UNAUDITED)
aggregating $75,000. At September 30, 2005, the Company recorded an
accrual amounting $2,426,191 (the original judgment of $2,501,191 less
the payments made of $75,000) plus post judgment interest at 7% of
$169,800. During the year ended September 30, 2005, the Company charged
$1,181,191 to operations for the difference between the settlement
recorded during 2004 and the total judgment awarded. The Company is
currently attempting to negotiate a new settlement agreement with
Global. In addition, the Company issued 400,000 shares of its common
stock which were held by the Company pending issuance to Global. These
shares were cancelled when the settlement was set aside.
During the year ended September 30, 2006, the Company recorded an
additional $43,770 of post judgment interest.
During April 2006 the Company settled the litigation by agreeing to the
following:
* A cash payment of $300,000
* 29 monthly payments of $31,667
* The issuance of 15,000,000 common shares subject to registration
rights
The holders of the shares shall have the right beginning on the
effective date of the registration statement for a period of two years
to require the Company at the Company's discretion to sell the shares
back to the Company for $200,000 or require the Company to issue
additional shares so that the value of the shares held by the holders is
$200,000.
As a result of the settlement the Company's obligation related to the
litigation was reduced by $782,848 which has been recorded as a gain on
the settlement date. The balance due is $496,676 at March 31, 2007.
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.
(6) CALLABLE SECURED CONVERTIBLE NOTES AND DERIVATIVE INSTRUMENT
LIABILITIES
Between March 30, 2005 and February 9, 2007, the Company entered into a
series of ten Securities Purchase Agreements with four accredited
investors ("Note Holders") for the sale of an aggregate of $6,190,000 of
Callable Secured Convertible Notes (the "Convertible Notes") and
warrants to purchase up to 58,240,000 shares of its common stock (the
"Warrants").
The first eight tranches of the Convertible Notes bear interest at 8%
and have a maturity date of three years from the date of issuance. The
ninth and tenth tranches of the Convertible Notes, issued on January 30,
2007 and February 9, 2007, bear interest at 6% and also mature after
three years. The Company is not required to make any principal payments
during the term of the Convertible Notes.
9
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
(UNAUDITED)
The first through the eighth tranche of the Convertible Notes are
convertible into shares of the Company's common stock at the Note
Holders' option, at the lower of (i) a fixed price which, depending on
the note, is between $0.04 and $0.09 per share or (ii) 50% 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.
In connection with the sale of the ninth tranche on January 30, 2007,
the Company agreed to reduce the conversion price of tranches two to
seven (tranche one has already been fully converted) from 60% to 50% of
the average market price (computed as described above).
The ninth and tenth tranches of the Convertible Notes, issued on January
30, 2007 and February 9, 2007, are convertible into shares of the
Company's common stock at the Note Holders' option, at the lower of (i)
a fixed price of $0.04 per share or (ii) 60% of the average trading
price, computed as described above. As of March 31, 2007, that average
was $0.00430, resulting in an effective conversion price as of March 31,
2007 of $0.00258 per share for tranches nine and ten and $0.00215 per
share for all previous tranches. The full principal amount of the Notes
is due upon the occurrence of an event of default. 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. The Company has granted the Note Holders
a security interest in substantially all of the Company's assets.
The 48,240,000 warrants issued prior to December 31, 2006 are
exercisable for a period of five or seven years from the date of
issuance and have exercise prices that range from $0.05 per share to
$0.10 per share. The 10,000,000 warrants issued in January and February
2007 in connection with tranches nine and ten have an exercise price of
$0.01 per share and expire after seven years.
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.
Pursuant to Registration Rights Agreements entered into with the Note
Holders, the Company is obligated to register for resale, within defined
time periods, the shares underlying the Warrants and the shares issuable
on conversion of the Convertible Notes. The terms of the Registration
Rights Agreements provide that, in the event that the required
registration statements are not filed or do not become effective within
the required time periods, 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. The Company
accrues any penalties incurred to date, together with an estimate of the
penalties that may be incurred in the future, based on the Company's
expectation of when registration statements will be filed and/or
effective and when the shares obtained can be freely sold without
registration under Rule 144.
In connection with the sale of the ninth tranche on January 30, 2007,
the Note Holders agreed to waive penalties incurred through that date.
The effect of this waiver has been included in the Company's results for
the three months ended March 31, 2007.
10
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
(UNAUDITED)
Because the number of shares that may be required to be issued on
conversion of the Convertible Notes is indeterminate, the embedded
conversion option of the Convertible Notes and the Warrants are
accounted for as derivative instrument liabilities (see below) in
accordance with EITF Issue 00-19, "Accounting for Derivative Financial
Instruments Indexed To, and Potentially Settled In, a Company's Own
Common Stock" (EITF 00-19). Accordingly, the initial fair values of the
embedded conversion option and the Warrants were recorded as derivative
instrument liabilities. The Company is required to re-measure the fair
value of these derivative instrument liabilities at each reporting
period. For option-based derivative instruments, the Company estimates
fair value using the Black-Scholes valuation model, based on the market
price of the common stock on the valuation 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 instruments, and an expected life equal to the remaining term of
the instruments. 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 discount from the face amount of the Convertible Notes represented
by the value initially 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. In
certain instances, the interest paid to date may equal or exceed the
interest accrued to date under the effective interest method, resulting
in the Note having no carrying value.
A summary of the Callable Secured Convertible Notes at March 31, 2007,
is as follows:
Carrying Value -
Principal Unamortized March 31,
Issue Date Due Date Face Amount Outstanding Discount 2007
- ---------------------------------------------------------------------------------------------
03-30-2005 03-30-2008 $ 740,000 $ - $ - $ -
05-25-2005 05-25-2008 700,000 219,961 216,381 3,580
08-23-2005 08-23-2008 100,000 100,000 99,315 685
08-26-2005 08-26-2008 500,000 500,000 496,965 3,035
10-31-2005 10-31-2008 600,000 600,000 274,630 325,370
02-23-2006 02-23-2009 600,000 600,000 593,236 6,764
04-21-2006 04-21-2009 750,000 750,000 743,514 6,486
08-10-2006 08-10-2009 1,500,000 1,500,000 1,492,287 7,713
01-30-2007 01-30-2010 350,000 350,000 345,480 4,520
02-09-2007 02-09-2010 350,000 350,000 346,022 3,977
------------
Carrying Value $ 362,130
------------
11
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
(UNAUDITED)
At March 31, 2007, the following derivative liabilities related to
common stock Warrants and embedded derivative instruments were
outstanding:
Exercise Value -
Price Value - March 31,
Issue Date Expiry Date Warrants Per Share Issue Date 2007
- -------------------------------------------------------------------------------
03-30-2005 03-30-2010 740,000 $ 0.085 $ 673,400 $ 2
05-25-2005 05-25-2010 700,000 0.085 693,000 2
08-23-2005 08-23-2010 100,000 0.085 31,000 -
08-26-2005 08-26-2010 500,000 0.090 145,000 3
10-31-2005 10-31-2010 600,000 0.010 6,000 3
02-23-2006 02-23-2011 600,000 0.050 2,081 33
04-21-2006 04-21-2011 30,000,000 0.050 363,005 1,924
08-10-2006 08-10-2013 15,000,000 0.050 22,196 1,264
01-30-2007 01-30-2014 5,000,000 0.010 8,321 8,448
02-09-2007 02-09-2014 5,000,000 0.010 8,019 8,481
---------
Fair value of freestanding derivative instrument
liabilities for warrants $ 20,160
---------
Face Amount Value -
- Convertible Value - March 31,
Issue Date Expiry Date Notes Issue Date 2007
- -------------------------------------------------------------------------
05-25-2005 05-25-2008 $ 700,000 $9,451,556 $ 291,927
08-23-2005 08-23-2008 100,000 413,333 136,965
08-26-2005 08-26-2008 500,000 1,928,889 711,102
10-31-2005 10-31-2008 500,000 372,000 871,234
02-23-2006 02-23-2009 600,000 1,487,973 909,552
04-21-2006 04-21-2009 750,000 1,758,445 1,160,061
08-10-2006 08-10-2009 1,500,000 1,975,842 2,511,725
01-30-2007 01-30-2010 350,000 512,077 423,952
02-09-2007 02-09-2010 350,000 494,584 421,705
-----------
Fair value of bifurcated embedded derivative
instrument liabilities associated with the
convertible notes $ 7,438,223
-----------
Total derivative financial instruments $ 7,458,383
===========
12
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007
(UNAUDITED)
(7) 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, 2007, the Company
incurred a net loss of $2,679,787 and has a working capital deficit, an
accumulated deficit and a stockholders' deficit of $763,629, $37,006,287
and $8,524,287 at March 31, 2007.
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.
(8) Subsequent Events
Through April 2007 the Company issued 21,000,000 shares of common stock
for services and 33,293,269 shares of common stock related to the
settlement of litigation described in Note 5.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
-----------------------------------------------------------
Three months ended March 31, 2007 Compared with Three months ended
March 31, 2006 and Six Months ended March 31, 2007 Compared with Six
months ended March 31, 2006
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 second fiscal quarter ended March 31, 2007, Sales increased
983% to $495,976 from $45,820. Although product sales decreased
service revenue was $475,000 for the period.:
A. The Company has introduced several new marketing, sales and an
entirely new "service" program for small emerging companies. These
programs are based on Direct Response To Consumer ("DRTC")
technologies which include newly completed websites, a Direct Mail
Program , Affiliate internet programs and TV infomercial broadcasts.
The "Service" offered to small emerging companies mirror those
services that management performs for MedGen.
B. The Company hired employees for its internet-direct to consumer
marketing programs. These employees have revised the website to
increase the functionality and ability of the consumer to order
product and ship in a timely manner. Increased customer confidence in
the use of the website and the additional security provided, will
hopefully revitalize the business model and enable the Company to
generate sales of it products.
For the Six months ended March 31, 2007 sales increased 364% to
$677,729 from $145,968, for the six months ending March 31, 2006.
Although product sales decreased service revenue was $600,000 for the
period.
The increase in sales for the six month period is attributable to the
same factors above.
Gross profit for the second quarter was $415,185 versus ($5,859) for
the year ago quarter, an increase of 456.29%. The increase was due to
the transformation of the Company into a "DRTC" marketing operation.
For the six months ended March 31, 2007 Gross profit was $512,527
versus $66,139 for the six months ending March 31, 2006, an increase
of 888.04%. The substantial increase was due to the numerous
transformations of the Company mentioned above. Operating expenses
(selling, general and administrative expenses) increased to $510,074
from $353,765, an increase of 35.93%. The increase is due to increased
legal fees incurred in the quarter and the addition of another
internet employee and attenuate health coverage costs. Management does
not believe the legal costs will be recurring in future quarters.
Operating expenses for the six months decreased from $1,058,987 to
$1,017,327 a nominal decrease.
14
Operating loss was $780,189 as opposed to a loss of $529,274 in the
prior year's quarter. The loss was higher because of increased non-
cash compensation in this quarter as compared to a year ago. The
Company has adopted a policy of conserving as much cash as possible
for advertising in all media and has paid numerous consultants in
stock as a way of conserving cash. The Company will continue this
policy over the next several quarters until sales reach at least
approximately 5 million dollars on an annualized basis.
Operating loss for the Six months and three months was $1,503,600 and
$780,189 as compared to $1,218,198 and $529,724 . The loss was higher
because of increased non-cash compensation in this quarter as compared
to a year ago. The Company has adopted a policy of conserving as much
cash as possible for advertising in all media and has paid numerous
consultants in stock. The Company will continue this policy over the
next several quarters until sales reach at approximately $5 million
annually, which cannot be assured.
Interest expense increased from $67,274 in the year ago quarter to
$336,376 for this quarter. The Company does not have to pay the
interest due this quarter and the increase also relates to factors in
derivative accounting more fully explained in the "notes to
financials".
Interest expense increased for the six-month period from $207,966 to
$421,766. The Company does not have to pay the interest due this
quarter and the increase also relates to factors in derivative
accounting more fully explained in the "notes to financials". For the
second fiscal quarter the company reported a loss of $-0-. per share
versus a loss of $0.33 per share in the year ago quarter.
For the six month period comparison the Company lost $0.01 during 2007
as compared to a loss of $0.58 during 2006.
Liquidity and Capital Resources
- -------------------------------
Cash on hand at March 31, 2007, was $1,069,518 and the Company had a
working capital deficit of $763,629. Net cash used in operating
activities was $964,490 during the Six months ended March 31, 2007.
Net cash used in investing activities was $15,600 during the six
months ended March 31, 2007.
15
Net cash provided by financing activities was $700,000 during the Six
months ended March 31, 2007, which consisted of net draw downs on
the credit facility.
The Company has affected a 10% price increase for all of its products.
The Company believes it has sufficient cash resources, and cash flow
to provide for all general corporate operations in the foreseeable
future, but there can be no assurance of this. The Company intends to
drawdown an additional $1,500,000 -$2,000,000 in the third and fourth
quarters of fiscal 2007 from the lenders. The Company intends to
launch several infomercials in the second half of the fiscal year
including "Snorenz" and "Painenz" and its newest product "Fabulust."
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, 2007,
the Company incurred a net loss of $2,679,787 and has an accumulated
deficit of $37,006,287 at March 31, 2007.
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
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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.
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,
2005 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, 2006 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.
17
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.
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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 in the
Company's filings
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
The Company did not require a proxy vote for this years annual
shareholder meeting.
Item 5. OTHER INFORMATION
Based upon the remaining amount of debt owed the lender from the first
three tranches due on May 25th, 2007{$320,015} the lender, under the
terms of his conversion debenture may acquire up to 213,343,320 freely
tradeable common shares,under Rule 144K, to reduce his debt. If the
lender converts his debt into common stock and sells these shares into
the market, Management believes it will have a depressive effect upon
the current share price of the common stock. This is based upon the
amount of dilution to all common shareholders and the daily trading
volumes of the common stock as reported by the OTCBB.
As of the date of this filing the lender has made no indication that
he plans on converting his debentures into common stock.
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
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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: May 15, 2007 By: /s/Paul B. Kravitz
--------------------------------
Paul B. Kravitz
Chief Executive Officer
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