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 December 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.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 65-0703559
- ------------------------ -------------------
(State of incorporation) (IRS Employer
Identification No.)
7280 W. Palmetto Park Road, Suite 306, 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]
As of December 31, 2007, 2,355,532,976 shares of common stock, .001
par value per share, were outstanding.
INDEX
-----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - December 31, 2007 (Unaudited)
Statements of Operations - Three months ended December 31,
2007 and 2006 (Unaudited).
Statements of Cash Flows - Three months ended December 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
December 31, 2007
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 882,926
Accounts receivable, net of reserve of $15,196 9,379
Inventory 120,072
Other current assets 6,138
------------
Total Current Assets 1,018,515
------------
Property and Equipment, net 77,085
------------
Other Assets
Deferred financing fees 88,328
Deposits and other 45,089
------------
$ 1,229,017
============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses $ 134,522
Accrued registrations penalties 1,838,293
Accrued interest 500,697
Derivative financial instruments 32,523,780
Convertible debentures 5,544,960
Deferred revenue 273,689
Accrued litigation judgment 211,676
------------
Total Current Liabilities 41,027,617
------------
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, 12,495,000,000
shares authorized, 2,355,532,976 shares
issued and outstanding 2,355,533
Paid in capital 27,472,600
Accumulated (deficit) (69,626,733)
------------
(39,798,600)
------------
$ 1,229,017
============
4
See accompanying notes to the financial statements.
Med Gen, Inc.
Statements of Operations
For the Three Months Ended December 31, 2007 and 2006
(Unaudited)
2007 2006
-------------- --------------
Revenue:
Product sales $ 18,389 $ 181,753
Consulting revenue 265,111 -
-------------- --------------
283,500 181,753
-------------- --------------
Cost of sales 148,389 50,707
-------------- --------------
Gross profit 135,111 131,046
-------------- --------------
Operating expenses:
Selling, general and administrative expenses -
non cash stock compensation - not included
in selling, general and administrative expenses below - 313,500
Selling, general and administrative expenses 642,758 540,957
-------------- --------------
642,758 854,457
-------------- --------------
(Loss) from operations (507,647) (723,411)
-------------- --------------
Other (income) expense:
Derivative instrument expense 19,205,882 349,401
Interest income (5,281) (6,937)
Interest expense 126,209 85,390
-------------- --------------
19,326,810 427,854
-------------- --------------
Net (loss) $ (19,834,457) $ (1,151,265)
============== ==============
Per share information - basic and fully diluted:
Weighted average shares outstanding 1,985,146,071 273,622,622
============== ==============
Net (loss) per share $ (0.01) $ (0.00)
============== ==============
5
See accompanying notes to the financial statements.
Med Gen, Inc.
Statements of Cash Flows
For the Three Months Ended December 31, 2007 and 2006
(Unaudited)
2007 2006
-------------- --------------
Cash flows from operating activities:
Net cash (used in) operating activities $ (305,728) $ (525,843)
-------------- --------------
Cash flows from investing activities:
Acquisition of property and equipment (61,355) (15,600)
-------------- --------------
Net cash (used in) investing activities (61,355) (15,600)
-------------- --------------
Cash flows from financing activities:
Proceeds from convertible debentures - -
-------------- --------------
Net cash provided by financing activities - -
-------------- --------------
Net decrease in cash (367,083) (541,443)
Beginning - cash balance 1,250,009 1,349,608
-------------- --------------
Ending - cash balance $ 882,926 $ 808,165
============== ==============
6
See accompanying notes to the financial statements.
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 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, 2007, 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 December 2007 the Company increased the number of authorized
shares to 12,500,000,000 consisting of 12,495,000,000 shares of common
stock and 5,000,000 shares of preferred stock.
During the period from October 2007 through December 2007 the Company
issued an aggregate of 1,084,434,974 shares of common stock for the
conversion $133,199 of the notes described on Note 6.
Stock Options
7
A summary of stock option activity is as follows:
Weighted Weighted
Number average average
of exercise fair
shares price value
------ ----- -----
Balance at
September 30, 2007 100,009,197 $0.004 $0.002
Granted -
Exercised/Forfeited -
Balance at -----------
December 31, 2007 100,009,197 $0.004 $0.002
===========
The following table summarizes information about fixed-price stock
options at December 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 4.5 years $00.004 100,000,000 $00.004
$1.010 1,597 0.1 years $20.200 1,597 $20.200
$1.250 5,000 1.0 years $25.000 100,000 $25.000
$1.310 2,600 1.0 years $26.200 2,600 $26.200
----------- -----------
100,009,197 100,009,197
=========== ===========
(5) Commitments, Concentrations and Contingencies
During the period ended December 31, 2007, the Company performed
consulting services pursuant to contracts with 90 day terms for 5
companies for fees aggregating $538,800 of which $273,689 is recorded as
deferred revenue for services to be performed at future dates.
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.
8
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
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 of June 30, 2007, the Company issued an aggregate of
48,293,269 (including the 15,000,000 shares described above) shares of
common stock in full settlement of the $200,000 obligation.
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 $211,676 at December 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 December 31, 2007, the Company entered into a
series of twelve Securities Purchase Agreements with four accredited
investors ("Note Holders") for the sale of an aggregate of $7,190,000 of
Callable Secured Convertible Notes (the "Convertible Notes") and
warrants to purchase up to 73,240,000 shares of its common stock (the
"Warrants").
The first eight tranches of the Convertible Notes bear interest at 8%
and the last four tranches bear interest at 6%. All notes mature three
years from the date of issuance. The Company is not required to make
any principal payments during the term of the Convertible Notes.
9
Tranches one through eight 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 had already been fully converted) from 60% to 50%
of the average market price (computed as described above). At December
31, 2007, tranches one, two and three have been fully converted by the
Note Holders and tranche four has been partially converted.
Tranches nine through twelve 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 of $0.04 per share or (ii) 60% of the
average trading price, computed as described above. As of December 31,
2007, that average was $0.0001, resulting in an effective conversion
price as of September 30, 2007 of $0.00006 per share for tranches nine
through twelve and $0.00005 per share for all previous tranches.
The full principal amount of the Convertible Notes is due upon the
occurrence of an event of default, which include non-payment of
principal and interest when due and failure to effect registration of
the common shares underlying conversion of the Convertible Notes and
exercise of the Warrants. The Company previously obtained waivers
related to events of default but such waivers have expired and at
December 31, 2007, the Convertible Notes are in default. No demand for
payment has been received, or is currently expected to be received, from
the Note Holders. At December 31, 2007, the Convertible Notes are
carried at their face amount. The default premium that the Note Holders
may demand, which in part is dependent on the Company's common stock
price, is recorded as a derivative instrument liability. If the
Convertible Notes are not in 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 73,240,000 warrants issued are exercisable for a period of five or
seven years from the date of issuance and have exercise prices that
range from $0.009 per share to $0.10 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.
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. In
connection with the sale of the ninth tranche on January 30, 2007, the
Note Holders agreed to waive all penalties incurred through that date.
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.
10
Because the number of shares that may be required to be issued on
conversion of the Convertible Notes is dependent on the price of the
Company's common stock and is therefore 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 options and the Warrants were recorded as derivative
instrument liabilities. 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 Company
is required to re-measure the fair value of these derivative instrument
liabilities at each reporting period. At December 31, 2007, the
Convertible Notes are in default and the derivative instrument liability
reflects the default premium payable if the Note Holders were to demand
payment at that date.
A summary of the Callable Secured Convertible Notes at December 31,
2007, is as follows:
Issue Date Due Date Face Amount Principal Outstanding
- --------------------------------------------------------------
03-30-2005 03-30-2008 $ 740,000 $ 0
05-25-2005 05-25-2008 700,000 0
08-23-2005 08-23-2008 100,000 0
08-26-2005 08-26-2008 500,000 394,960
10-31-2005 10-31-2008 600,000 600,000
02-23-2006 02-23-2009 600,000 600,000
04-21-2006 04-21-2009 750,000 750,000
08-10-2006 08-10-2009 1,500,000 1,500,000
01-30-2007 01-30-2010 350,000 350,000
02-09-2007 02-09-2010 350,000 350,000
06-21-2007 06-21-2010 650,000 650,000
09-30-2007 09-30-2010 350,000 350,000
---------- ------------
$7,190,000 $ 5,544,960
---------- ------------
11
At December 31, 2007, the following derivative liabilities related to
common stock Warrants and embedded derivative instruments were
outstanding:
Issue Date Expiry Date Number of Exercise Value -
Warrants Price Per December 31,
Share 2007
- -----------------------------------------------------------------
03-30-2005 03-30-2010 740,000 $0.085 $ -
05-25-2005 05-25-2010 700,000 0.085 -
08-23-2005 08-23-2010 100,000 0.085 -
08-26-2005 08-26-2010 500,000 0.090 -
10-31-2005 10-31-2010 600,000 0.100 -
02-23-2006 02-23-2011 600,000 0.050 -
04-21-2006 04-21-2011 30,000,000 0.050 -
08-10-2006 08-10-2013 15,000,000 0.050 -
01-30-2007 01-30-2014 5,000,000 0.010 7
02-09-2007 02-09-2014 5,000,000 0.010 9
06-21-2007 06-21-2014 10,000,000 0.009 4
09-30-2007 09-30-2014 5,000,000 0.009 3
--------
Fair value of freestanding derivative instrument
liabilities for warrants $ 23
--------
Principal Default
Outstanding - Premium
Convertible December 31,
Issue Date Expiry Date Notes 2007
- -------------------------------------------------------
08-26-2005 08-26-2008 391,708 2,617,387
10-31-2005 10-31-2008 500,000 3,856,219
02-23-2006 02-23-2009 600,000 3,967,149
04-21-2006 04-21-2009 750,000 4,930,911
08-10-2006 08-10-2009 1,500,000 9,791,931
01-30-2007 01-30-2010 350,000 1,660,986
02-09-2007 02-09-2010 350,000 1,645,995
06-21-2007 06-21-2010 650,000 2,724,190
09-30-2007 09-30-2010 350,000 1,328,989
-----------
Fair value of bifurcated embedded
derivative instrument liabilities
associated with the convertible notes $32,523,757
===========
Total derivative financial instruments $32,523,780
===========
12
(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 December 31, 2007, the
Company incurred a net loss of $19,834,457 and has a working capital
deficit, an accumulated deficit and a stockholders' deficit of
$40,009,102, $69,626,733 and $39,798,600 at December 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 January 2008, the Company issued 300,000,000 shares of common
stock for note conversions aggregating approximately $61,000.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Three months ended December 31, 2007 Compared with three months ended
December 31, 2006
GENERAL
During this quarter, the company moved to expanded office space and is
now headquartered at 7280 W. Palmetto Park Rd., Suite 306,Boca Raton,
Florida 33433.The Company has elected to outsource all the
manufacturing of its products under protective agreements at this time.
Results of Operations
- ---------------------
For the 2007 first fiscal quarter ended December 31, 2007, Sales
increased 35.89 % to $283,500 from $181,753.This increase is
attributable principally to the Financial Services division of the
company which recorded revenues of $265,111 in 2007 and $0 in 2006. In
addition, the Company launched its new updated website that offers a
multitude of products. The Company has concentrated its efforts on
increasing the "hits" to the website.
Management has spent the past several quarters investing in new TV and
print commercials. As part of its marketing program for its newest
product, FabULustT, a one year contract was signed with Sunset Thomas
to act as the FabULustT spokesperson. Advertising featuring Sunset
Thomas and FabULust are scheduled for March 2008 and a full length
commercial featuring FabULust and Sunset Thomas is due to be aired in
February and March 2008. Snorenzr TV commercials are scheduled for
February airing.
Gross profit for the first quarter was $135,111 versus $131,046 for
the year ago quarter.
Gross profit margins for the quarter increased to 47.65% of sales down
from 72.10 % in the previous year ago quarter. The decrease relates
primarily to the costs associated with consulting revenue described
above.
Operating expenses (selling, general and administrative expenses)
increased $101,801 to $642,758 from $540,957, an increase of 18.82%.
The increase is due to several factors that included, increased legal
fees, higher operating costs, increased travel expenses and increased
expenses attributed to the introduction of FabULustT and the
completion of the TV and Print advertising programs.. Management
believes that operating expenses will continue at this level until
sales increase..Non cash- stock compensation was $0 in 2007 as
compared to $313,500 in 2006.
Operating loss was $507,647 as opposed to $723,411 in the prior year's
quarter. This represents a decrease of $215,764 or 28%. The decrease
was due mostly because of the higher gross profit the company enjoyed
as a result of its Financial Services division.
Interest expense increased from $85,390 in the year ago quarter
compared to $126,209 for this quarter.
Derivative instrument expense was $19,205,882 in 2007 as compared to
$349,401 in 2006.
For the first fiscal quarter the company reported a net loss of
($19,834,457); ( 0.01 ) per share versus a loss of $1,151,265 ;
($0.00) per share in the year ago quarter. This loss was a result of
the accounting for Derivative instrument expense.
Liquidity and Capital Resources
- -------------------------------
Cash on hand at December 31, 2007 was $882,926 and the Company had a
working capital deficit of $(69,626,733) at December 31, 2007.
Net cash used in operating activities was $305,728 during the three
months ended December 31, 2007.
Net cash used in investing activities was $(61,355) during the three
months ended December 31, 2007.
14
Net cash provided by financing activities was $-0- during the quarter
ended December 31, 2007.
The Company expects to introduce its new product "Fabulust" in the
March quarter.
The Company believes it has sufficient cash resources, receivables and
cash flow to provide for general corporate operations for
approximately six months. However, if the company has a successful
test programs with its newest TV commercials it might want to increase
its budget for the purchase of additional air time. Thus, in order to
avoid any disruption in business, the Company plans to raise
additional capital from its present lender.
Accordingly, should we be unable to fund our expenses through our
existing assets or cash, we may be required to issue shares of our
common stock, which will dilute the interest of current shareholders.
Moreover, we may still need additional financing through traditional
bank financing or a debt or equity offering; however, because we have
limited revenues, and a poor financial condition, we may be
unsuccessful in obtaining such financing or the amount of the
financing may be minimal and therefore inadequate to implement our
business plans. In the event that we do not receive financing or our
financing is inadequate, we may have to liquidate our business and
undertake any or all of the following actions:
* Significantly reduce, eliminate or curtail our business, operating
and research and development activities so as to reduce operating
costs;
* Sell, assign or otherwise dispose of our assets, if any, to raise
cash or to settle claims by creditors;
* Pay our liabilities in order of priority, if we have available cash
to pay such liabilities;
* If any cash remains after we satisfy amounts due to our creditors,
distribute any remaining cash to our shareholders in an amount equal
to the net market value of our net assets;
* File a Certificate of Dissolution with the State of Nevada to
dissolve our corporation and close our business;
* Make the appropriate filings with the Securities and Exchange
Commission so that we will no longer be required to file periodic and
other required reports with the Securities and Exchange Commission,
if, in fact, we are a reporting company at that time; and
* Make the appropriate filings with the National Association of
Security Dealers to affect a delisting of our stock.
Based upon our current assets, however, we would not have the ability
to distribute any cash to our shareholders.
If we have any liabilities that we are unable to satisfy and we
qualify for protection under the U.S. Bankruptcy Code, we may
voluntarily file for reorganization under Chapter 11 or liquidation
under Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11
bankruptcy action against us. If our creditors or we file for Chapter
7 or Chapter 11 bankruptcy, our creditors will take priority over our
shareholders. If we fail to file for bankruptcy under Chapter 7 or
Chapter 11 and we have creditors; such creditors may institute
proceedings against us seeking forfeiture of our assets, if any. We do
not know and cannot determine which, if any, of these actions we will
be forced to take. If any of these foregoing events occur, you could
lose your entire investment in our shares.
To date, we have funded our activities principally from loans from
related parties and loans from third party lenders.
Contractual Obligations and Commercial Commitments:
- --------------------------------------------------
We have no contractual obligations, including lease obligations, apart
from agreements in the normal course of our business.
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 December 31,
2007, the Company incurred a net loss of $19,834,457 and has a working
capital deficit, an accumulated deficit and a stockholders' deficit of
$40,009,102, $69,626,733 and $39,798,500 at December 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.
15
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.
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,
2007 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, 2007 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.
Item 3. Controls & Procedures
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.
As of the date of this report, the Company's management, including the
President (principal executive officer) and Chief Financial Officer,
carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant
to Exchange Act Rule 13a-14. Our management, including our Chief
Executive Officer and Chief Financial Officer assessed the
effectiveness of our disclosure controls and procedures, as such terms
are defined under rules 13a-15(e) and 15d-15(e) promulgated under
Securities Exchange Act of 1934, as amended. Based on this assessment,
our management concluded that our disclosure controls and procedures
were effective as of the end period covered by this annual report.
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's management
carried out its evaluation.
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PART II
Item 1. LEGAL PROCEEDINGS
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 aggregating $75,000. At September 30, 2005, the Company has
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 period ended June 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 Company has recorded an accrued litigation expense of $ 211,676
dollars. In April 2008 the Company will file a Satisfaction of
Judgment
For the entire amount of the settlement.
17
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
In December 2007 the Company increased its authorized shares from
2,495,000,000 common shares to 12,495,000,000 common shares. The proxy
vote was reported on Form 8-K and passed with over an 90% shareholder
approval.
Item 5. OTHER INFORMATION
At January 31, 2008, $7,150,000 was borrowed by the Company and
$1,665,841.54 was repaid through convertible debenture conversions
into approximately 2,140,500,130 common shares. The Company intends to
close a thirteenth tranche in the sum of $500,000 within the next
thirty days of this filing.
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
(b) On 10-2-2007, 10-23-2007, 11-09-2007,12-12-2007 and 1-8-2008 a
Form 8-K was filed.
18
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: January 30th, 2008 By: /s/Paul B. Kravitz
-----------------------
Paul B. Kravitz
Chief Executive Officer
19