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 10/23/2007)
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 1.01 Entry into a Material Definitive Agreement
The lender has converted the following amount of shares to pay off
the third tranche of funding to the Company. Pursuant to an effective
Registration Statement on Form SB-2 the lender converted 171,111,111 common
shares from 8-16-2005 until 9-12-2006 into $1,205,000 and from 9-22-2006
until 10-22-2007 the lender converted 779,110,778 common shares into
$338,029.85. The total debt paid to the lender is $1,543,029.85 dollars.
At present the Company has borrowed twelve separate tranches from the
lenders.
These tranches are as follows:
March 30,2005 $740,000 Paid In Full
May 25,2005 $700,000 Paid In Full
August 23,2005 $100,000 Paid In Full
August 31,2005 $500,000
October 26,2005 $600,000
February 23,2006 $600,000
April 21,2006 $750,000
August 10,2006 $1,500,000
January 10,2007 $350,000
February 14,2007 $350,000
June 21, 2007 $650,000
October 1,2007 $350,000
The Company has borrowed a total of $7,190,000 from its lenders and paid
back $1,543,000.00 dollars, leaving a balance due of $5,647,000 dollars.
The Company anticipates on closing a thirteenth tranche in the sum of
$650,000.00 dollars in January 2008. Those proceeds will be used for
advertising campaigns including two minute infomercials and additional
working capital.
The lenders can convert their loans into freely trading common shares
on the two year anniversary of their loan pursuant to Rule 144K. The
conversion formula is based upon a 50% discount to the lowest bid price
as reported by the OTCBB over the last 20 trading days. Based upon the
lowest closing price, as of the date of this filing, that conversion
price is .00015 cents per share.
Item 8.01 Other Events.
The Company has 1,465,254,741 million shares outstanding as of the date
of this filing and over 2850 total shareholders per ADP non-objecting
beneficial owners lists).The Company is authorized to issue up to
2,495,000,000 total common shares.
The Company will file a Form Pre-14A on or about November 14th, 2007
whereby a proxy vote will seek to amend the Certificate of Incorporation
in the State of Nevada increasing the authorized shares from 2,500,000,000
to 12,500,000,000.
Management has determined that a reverse-split would not be in the best
interests of the shareholders, at this time. Regardless of the results of
the proxy vote, Management intends to utilize free cash flow from the
second and third quarters of Fiscal 2007 to paydown the current debt owed
the lender, which in turn will limit the dilution effecting the common
share marketplace.
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: October 22nd, 2007
/s/Paul B. Kravitz
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Paul B. Kravitz,
Chairman & Chief Executive Officer