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, 2008
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]
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, 2008, 3,778,301,476 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
-----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - March 31, 2008 (Unaudited)
Statements of Operations - Three months ended March
31, 2008 and 2007 and Six Months ended
March 31, 2008 and 2007 (Unaudited)
Statements of Cash Flows - Six months ended March 31,
2008 and 2007 (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, 2008
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 718,083
Accounts receivable, net of reserve of $ 15,196 32,304
Inventory 156,835
Other current assets 6,138
-----------
Total Current Assets 913,360
-----------
Property and Equipment, net 85,604
-----------
Other Assets
Deferred financing fees 81,552
Deposits and other 45,089
-----------
$ 1,125,605
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses $ 274,604
Accrued registrations penalties 99,456
Accrued interest 214,624
Derivative financial instruments 22,798,121
Convertible debentures 6,391,006
Accrued litigation judgment 116,677
-----------
Total Current Liabilities 29,894,488
-----------
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, 3,808,301,476 shares
issued and outstanding 3,808,301
Paid in capital 26,091,556
Accumulated (deficit) (58,668,740)
-----------
(28,768,883)
-----------
$ 1,125,605
===========
4
See accompanying notes to the financial statements.
Med Gen, Inc.
Statements of Operations
For the Three Months and Six Months Ended March 31, 2008 and 2007
(Unaudited)
Three Months Six Months
---------------------------- ----------------------------
2008 2007 2008 2007
------------- ------------- ------------- -------------
Revenue:
Product $ 72,937 $ 20,976 $ 91,326 $ 77,729
Service 419,411 475,000 684,522 600,000
------------- ------------- ------------- -------------
492,348 495,976 775,848 677,729
Cost of revenue 175,940 80,791 324,329 165,202
------------- ------------- ------------- -------------
Gross profit 316,408 415,185 451,519 512,527
------------- ------------- ------------- -------------
Operating expenses:
Selling, general and administrative expenses -
Non cash stock compensation 59,024 685,300 59,024 998,800
Selling, general and administrative expenses -
Other 699,111 510,074 1,341,869 1,017,327
------------- ------------- ------------- -------------
758,135 1,195,374 1,400,893 2,016,127
------------- ------------- ------------- -------------
(Loss) from operations (441,727) (780,189) (949,374) (1,503,600)
------------- ------------- ------------- -------------
Other (income) expense:
Interest expense 131,966 336,376 258,175 421,766
Interest income (4,671) (5,823) (9,952) (12,760)
Derivative instrument (income) expense (11,527,015) 417,780 7,678,867 767,181
------------- ------------- ------------- -------------
(11,399,720) 748,333 7,927,090 1,176,187
------------- ------------- ------------- -------------
Income (loss) before income taxes 10,957,993 (1,528,522) (8,876,464) (2,679,787)
Income taxes - - - -
------------- ------------- ------------- -------------
Net (loss) $ 10,957,993 $ (1,528,522) $ (8,876,464) $ (2,679,787)
============= ============= ============= =============
Per share information - basic and fully diluted:
Weighted average shares outstanding 3,345,086,331 356,760,665 2,643,121,357 314,734,841
============= ============= ============= =============
Net (loss) per share $ 0.00 $ (0.00) $ (0.00) $ (0.01)
============= ============= ============= =============
5
See accompanying notes to the financial statements.
Med Gen, Inc.
Statements of Cash Flows
For the Six Months Ended March 31, 2008 and 2007
(Unaudited)
2008 2007
----------- -----------
Cash flows from operating activities:
Net cash (used in) operating activities $ (972,051) $ (964,490)
----------- -----------
Cash flows from investing activities:
Acquisition of property and equipment (69,875) (15,600)
----------- -----------
Net cash (used in) investing activities (69,875) (15,600)
----------- -----------
Cash flows from financing activities:
Proceeds from convertible debentures 510,000 700,000
----------- -----------
Net cash provided by financing activities 510,000 700,000
----------- -----------
Net (decrease) in cash (531,926) (280,090)
Beginning - cash and cash equivalents 1,250,009 1,349,608
----------- -----------
Ending - cash and cash equivalents $ 718,083 $ 1,069,518
=========== ===========
6
See accompanying notes to the financial statements.
MED GEN, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(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.
During the period from January 2008 through March 2008 the
Company issued an aggregate of 1,172,768,500 shares of common
stock for the conversion $73,915 of the notes described on Note 6.
During February and March 2008 the Company issued 250,000,000
shares of common stock and agreed to issue 200,000,000 shares of
common stock for services with a fair value of $45,000 which was
charged to operations during the period.
During the period ended March 31, 2008, the Company repriced
100,000,000 options held by officers to $.0001 per share which
resulted in a charge to operations of $14,024 during the period.
7
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, 2007 and
March 31, 2008 100,000,000 $0.0001 $0.0001
The following table summarizes information about fixed-price
stock options at March 31, 2008:
Outstanding Exercisable
----------- -----------
Weighted Weighted Weighted-
Average Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
------ ----------- ---- ----- ----------- -----
$0.0001 100,000,000 4.2 years $0.0001 100,000,000 $0.0001
(5) Commitments, Concentrations and Contingencies
During the period ended March 31, 2008, the Company performed
consulting services pursuant to contracts with 90 day terms for 8
companies for fees aggregating $828,000 of which $144,278 is
recorded as deferred revenue and included in accounts payable and
accrued expenses, for services to be performed at future dates.
Substantially all of the revenue related to these services was
derived from clients of the Company's primary lender NIR Group
(See Note 6). These clients were referred to the Company either
directly by NIR Group or by a third party.
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 $116,677 at
March 31, 2008.
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 March 31, 2008, the Company entered
into a series of fourteen Securities Purchase Agreements with
four accredited investors ("Note Holders") for the sale of an
aggregate of $8,111,263 of Callable Secured Convertible Notes
(the "Convertible Notes") and warrants to purchase up to
83,240,000 shares of its common stock (the "Warrants").
The first eight tranches of the Convertible Notes and tranche 13
bear interest at 8%, tranches nine through twelve bear interest
at 6% and tranche 14 bears interest at 2%. Tranche 14 was issued
on January 31, 2008, to settle all accrued interest as of
September 30, 2007. 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
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) 45% 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 issuance
of tranche 13 and the waiver of registration penalties owing by
the Company (see below) on January 28,2008, the Company agreed to
reduce the conversion price from 50% to 45% (for tranches four
through eight) and from 60% to 45% (for tranches nine through
twelve) of the average market price (computed as described
above). At March 31, 2008, tranches one, two and three have been
fully converted by the Note Holders and tranche four has been
partially converted.
As of March 31, 2008, 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 preceding trading days was
$0.0001, resulting in an effective conversion price as of March
31, 2008 of $0.000045 per share.
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 a waiver as of January 28, 2008 related to
registration penalties incurred through that date and events of
default as of that date. At March 31, 2008, the Convertible
Notes, which are carried at their face amount, are in default.
No demand for payment has been received, or is currently expected
to be received, from the Note Holders. 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 83,240,000 warrants issued are exercisable for a period of
five or seven years from the date of issuance and have exercise
prices that range from $0.0001 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. The Company accrues
any penalties incurred to date, together with an estimate of the
10
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. As of December 31,
2007, the Company had accrued $1,838,293 in respect of such
penalties. As discussed above, on January 28, 2008, the Note
Holders agreed to waive all penalties incurred through that date
in exchange for the Company agreeing to reduce the floating
conversion price on tranches four through twelve of the
Convertible Notes to 45% of the average trading price. Also,
effective February 15, 2008, the holding periods required under
Rule 144 before securities may be freely sold without
registration and without volume limitations were reduced. As a
result of the waiver and the amendments to the required holding
periods under Rule 144, at March 31, 2008, the Company had
accrued $99,456 in respect of estimated registration penalties.
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 March 31, 2008, 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 March 31,
2008, 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 500,000 319,743
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
01-28-2008 01-31-2011 525,000 525,000
01-31-2008 01-31-2011 396,263 396,263
---------- ----------
$7,190,000 $6,391,006
---------- ----------
11
At March 31, 2008, the following derivative liabilities related
to common stock Warrants and embedded derivative instruments were
outstanding:
Exercise Value
Number of Price March 31,
Issue Date Expiry Date Warrants Per Share 2008
- --------------------------------------------------------------
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 2
02-09-2007 02-09-2014 5,000,000 0.010 2
06-21-2007 06-21-2014 10,000,000 0.009 6
09-30-2007 09-30-2014 5,000,000 0.009 4
01-28-2008 01-28-2015 10,000,000 0.0001 1,397
--------
Fair value of freestanding derivative instrument
liabilities for warrants $1,411
--------
12
Principal Default
Outstanding - Premium -
Convertible March 31,
Issue Date Expiry Date Notes 2008
- ---------------------------------------------------
08-26-2005 08-26-2008 319,743 1,157,886
10-31-2005 10-31-2008 600,000 2,149,560
02-23-2006 02-23-2009 600,000 2,149,560
04-21-2006 04-21-2009 750,000 2,686,950
08-10-2006 08-10-2009 1,500,000 5,373,900
01-30-2007 01-30-2010 350,000 1,241,821
02-09-2007 02-09-2010 350,000 1,241,821
06-21-2007 06-21-2010 650,000 2,306,240
09-30-2007 09-30-2010 350,000 1,292,455
01-28-2008 01-28-2011 525,000 1,813,400
01-31-2008 01-31-2011 396,263 1,383,117
-----------
Fair value of bifurcated embedded
derivative instrument liabilities
associated with the convertible notes $22,796,710
-----------
Total derivative financial instruments $22,798,121
===========
(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, 2008, the Company incurred a net loss of
$8,876,464 and has a working capital deficit, an accumulated
deficit and a stockholders' deficit of $28,981,128, $58,668,740
and $28,768,883 at March 31, 2008.
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 2008, the Company issued 811,505,300 shares of
common stock for note conversions aggregating approximately
$62,556 and 200,000 shares of preferred A shares to officers and
directors convertible into 200,000,000 common shares.
The Company has applied to the Nasdaq Corporate Action Department
for permission to effectuate a reverse split of its common shares
as follows: 200 :1 reverse split effective June 2, 2008 for all
shareholders of record as of the close of business on May 19,
2008. All fractional shares will be eliminated. The Company will
file a Form 8-K if and when approval is granted.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Three months ended March 31, 2008 Compared with Three months
ended March 31, 2007 and Six Months ended March 31, 2008 Compared
with Six months ended March 31, 2007
GENERAL
- -------
The Company is now headquartered at 7280 W. Palmetto Park Rd.,
Suite 306, Boca Raton, Florida 33433 since January 1,2007 .It
does not foresee any need to further expand its 3300 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, 2008 compared to
2007, revenue decreased from $492,348 to $495,976.Product sales
increased from $20,976 to $72,937 in this quarter while
consulting services decreased from $475,000 to $419,411 for the
comparable quarters. During the periods ended March 31, 2008 and
2007, the Company performed consulting services pursuant to
various contracts. Substantially all of the revenue related to
these services was derived from clients of the Company's primary
lender NIR Group. These clients were referred to the Company
either directly by NIR Group or by a third party.
For the six months ended March 31, 2008 compared to 2007, revenue
increased from $677,729 to $775,848.Product sales increased from
$77,729 to $91,326 in this period while consulting services
increased from $600,000 to $684,522 for the comparable periods.
During the periods ended March 31, 2008 and 2007, the Company
performed consulting services pursuant to various contracts.
Substantially all of the revenue related to these services was
derived from clients of the Company's primary lender NIR Group.
These clients were referred to the Company either directly by NIR
Group or by a third party.
Gross profit for the second quarter was $316,408 versus $415,185
for the year ago quarter, an decrease of 23.80%. For the six
months ended March 31, 2008 Gross profit was $451,519 versus
$512,527 for the six months ending March 31, 2007, a decrease of
11.91%. The decreases resulted from the costs related to
consulting services.
Operating expenses (selling, general and administrative expenses)
increased to $699,111from $510,074, an increase of 27.04%. The
increase is due to increased advertising costs incurred in the
quarter and the addition of another internet employee and
attenuate health coverage costs.
Operating expenses for the six months increased to $1,341,869
from $1,017,327 an increase of 24.19%.
14
Operating loss was $441,727 as opposed to a loss of $780,189 in
the prior year's quarter. The loss was lower because of decreased
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 until sales reach at least
approximately 5 million dollars on an annualized basis which
cannot be assured.
Operating loss for the Six months was $949,374 and $1,503,600.
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 until sales reach at approximately $5
million annually, which cannot be assured.
Interest expense decreased from $336,376 in the year ago quarter
to $131,966 for this quarter. The Company does not have to pay
the interest due this quarter and the decrease also relates to
factors in derivative accounting more fully explained in the
"notes to financials".
Interest expense decreased for the six-month period from $421,766
to $258,175. 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".
Derivative income (expense) was $(417,780) for the quarter ended
March 31, 2007 as compared to $11,527,015 in 2008, and $(767,181)
for the six months ended March 31, 2007 as compared to
$(7,678,867) in 2008.
For the second fiscal quarter the company reported net income of
$0.00 per share versus a loss of $0.00 per share in the year ago
quarter.
For the six month period comparison the Company lost $0.00 during
2008 as compared to a loss of $0.01 during 2007.
Liquidity and Capital Resources
- -------------------------------
Cash on hand at March 31, 2008, was $718,083 and the Company had
a working capital deficit of $28,981,128.
Net cash used in operating activities was $972,051 during the six
months ended March 31, 2008. Net cash used in investing
activities was $69,875 during the six months ended March 31, 2008
which consisted principally of the acquisition of equipment.
15
Net cash provided by financing activities was $510,000 during the
Six months ended March 31, 2008, 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
for the balance of the fiscal year ended September 30, 2008,
but there can be no assurance of this. The Company intends to
drawdown an additional $500,000 in the third and fourth quarters
of fiscal 2008 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, 2008, the Company incurred a net loss of
$8,876,464 and has an accumulated deficit of $58,668,740 at March
31, 2008.
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, 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.
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
The Company has applied to the Nasdaq Corporate Action Department
for permission to effectuate a reverse split of its common shares
as follows: 200 :1 reverse split effective June 2nd, 2008 for all
shareholders of record as of the close of business on May19th,
2008. All fractional shares will be eliminated. The Company will
file a Form 8-K when approval is granted and furnish its new
cusip number and new symbol.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company has filed Form 8-K on 1-8-2008 and 2-04-2008
Exhibits:
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 7, 2008 By:/s/Paul B. Kravitz
-------------------
Paul B. Kravitz
Chief Executive Officer
20