UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2002
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 0-24496
GEN/RX, INC.
(Exact name of Registrant as specified in its charter)
New York 11-2728666
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Woodmere Boulevard, Woodmere, New York 11598
(Address of principal executive offices) (Zip Code)
(516) 569-3800
(Registrant's telephone number)
Indicate by check |X| whether the registrant: (1) has filed all reports required
to be filed by Section 13 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 |_| No |X|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check |X| whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Outstanding at May 22, 2003
----- ---------------------------
Common Stock, par value $0.004 20,878,711 shares
GEN/RX, INC.
FORM 10-Q
CONTENTS
PART I -- FINANCIAL INFORMATION Page
----
Item 1. Financial Statements (unaudited)
Consolidated Statement of Net Assets (liquidation basis) 1
Consolidated Statement of Changes in Net Assets (liquidation basis) 2
Notes to Consolidated Financial Statements 3
Management's Discussion and Analysis of Financial Condition and
Item 2. Results of Operations 4
Item 4. Controls and Procedures 4
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 5
Item 3. Defaults Upon Senior Securities 5
Item 6. Exhibits and Reports on Form 8-K 5
Signatures 6
Exhibit Index
i
PART I
GEN/RX, INC.
Consolidated Statement of Net Assets
(liquidation basis)
(in thousands, except shares and per share amounts)
September 30, 2002 December 31, 2001
------------------ -----------------
ASSETS
Cash $37 $37
LIABILITIES
Accrued expenses and taxes 37 37
----- -----
Commitments and contingencies
Net assets in liquidation $ 0 $ 0
===== =====
Net assets in liquidation per common share
(based on 20,878,711 common shares outstanding) $ 0 $ 0
===== =====
See Notes to Financial Statements
1
GEN/RX, INC.
Consolidated Statement of Changes in Net Assets
(liquidation basis)
(in thousands, except shares and per share amounts)
July 1, 2002 January 1, 2002 July 1, 2001 January 1, 2001
through through through through
September 30, 2002 September 30, 2002 September 30, 2001 September 30, 2001
------------------ ------------------ ------------------ ------------------
Net assets - beginning of period $0 $0 $0 $0
---- ---- ---- ----
Net assets in liquidation - end of period $0 $0 $0 $0
==== ==== ==== ====
See Notes to Financial Statements
2
GEN/RX, INC.
Notes to Financial Statements
Note 1. Financial Statements:
In the opinion of management, the accompanying unaudited, consolidated,
condensed financial statements contain all adjustments necessary to present
fairly the financial position of the Company and its results of operations and
cash flows for the interim periods presented. Such financial statements have
been condensed in accordance with the applicable regulations of the Securities
and Exchange Commission ("SEC") and therefore, do not include all disclosures
required by generally accepted accounting principles. These financial statements
should be read in conjunction with the Company's audited financial statements
for the year ended December 31, 2001 included in the Company's annual report
filed on Form 10-K.
The results of operations for the three and nine months ended September 30, 2002
are not necessarily indicative of the results to be expected for the entire
fiscal year.
Note 2. Basis of presentation:
On July 1, 1996, the Company adopted the liquidation basis of accounting.
Accordingly, the net assets of the Company are stated at liquidation value,
whereby assets are stated at their estimated net realizable values and
liabilities, which include estimated liquidation expenses to be incurred through
the date of final dissolution of the Company, are stated at their anticipated
settlement amounts
3
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GEN/Rx, Inc. ("GEN/Rx" or the "Company") effectively ceased operations
June 30, 1996. Prior to June 30, 1996, GEN/Rx was a holding company which,
through its subsidiaries, was in the business of developing, manufacturing and
distributing generic injectable drugs. GEN/Rx had three wholly-owned
subsidiaries: AUSA, Inc. ("AUSA"), which was sold to the Company's major
shareholder, Apotex Corp. (formerly known as Apotex USA, Inc.) ("Apotex"), in
June 1996; American Veterinary Products, Inc. ("AVP"), which discontinued
operations in December 1995; and Collins Laboratories, Inc. ("Collins"), which
has been inactive since its inception. The Company experienced significant
operating losses from its inception in July 1994, resulting in a deficit equity
position.
On June 27, 2002, the Company was dissolved by proclamation of the
secretary of state of the state of New York for failure to file franchise tax
reports or pay franchise taxes. The Company is currently seeking reinstatement.
See "Legal Proceedings."
With respect to the Company's financial information set forth in this
Quarterly Report for the three months ended March 31, 1997, the financial
statements are presented on a liquidation basis. The Company has not conducted
any business operations since the sale of AUSA on June 30, 1996. All activities
of the Company after such date related principally to the liquidation of the AVP
assets by the receiver and the sale of the Ft. Collins plant. All of the
operations of AVP and AUSA are treated as discontinued operations.
No comparison is made in this report for the nine months ended September
30, 2002 and September 30, 2001 because there were no operations in 2001 and
2002.
While the Company was engaged in operations, it was dependent on Apotex
for financing. At September 1996, after the sale of AUSA to Apotex, the Company
was indebted to Apotex in the amount of approximately $4,400,000. Since 1996,
the Company has not made any payments to Apotex on this debt. Apotex has not
charged interest on the indebtedness and has not instituted any legal
proceedings for collection. It is not expected that Apotex will advance any
additional funding to the Company and the Company presently has no available
financing alternatives.
The Company has virtually no assets and no capital resources and lacks the
liquidity to carry on any business activities. Apotex is currently considering
various business alternatives relating to the Company, including, but not
limited to, commencing new business operations, dissolving the Company or
seeking an interested investor for a sale of its stock holdings in the Company.
There can be no assurance that Apotex will pursue any of these or other
alternatives relating to the Company, or if it does, that any such efforts will
be successful.
ITEM 4. Controls and Procedures
An evaluation of the effectiveness of the design and operation of the
Company's disclosure controls and procedures was carried out within the 90 days
prior to the filing date of this report. This evaluation was carried out under
the supervision and with the participation of our Acting President and Chief
Executive Officer and Chief Financial
4
Officer (the "Certifying Officer"). Based upon that evaluation, the Certifying
Officer concluded that the Company's disclosure controls and procedures are
adequate. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of the evaluation. If and when the Company re-commences
business operations, it may seek to develop new disclosure controls and
procedures.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
As a result of the failure to timely file reports under the Exchange Act
relating to the Company, the Securities and Exchange Commission may, in its
discretion, institute one or more actions against the Company and/or its
officers and directors (and former officers and directors) seeking monetary or
other penalties that may be imposed under the Exchange Act. Any such penalties
could have a material adverse effect on the Company.
The Company has not filed all required tax returns or paid all taxes due
since 1995. As a result of its failure to file franchise tax reports and pay
franchise taxes in New York for 1995 and 1997 through 2001, the Company was
dissolved by proclamation of the secretary of state of the state of New York on
June 27, 2002. Under New York's Tax Law, a company dissolved by proclamation may
file in the department of state a certificate of consent of the commissioner of
taxation and finance and, if the commissioner finds that all fees, taxes,
penalties and interest charges have been paid, the commissioner may grant such
consent and the dissolution is thereby effectively annulled. The Company is in
the process of making all required filings and paying all fees, taxes, penalties
and interest charges due to the state of New York in order to reinstate the
Company. In addition, while the Company does not believe that any federal income
taxes were due for the years 1996 to 2001, the Company intends to file the
required federal income tax returns for such years and pay any amounts that may
be found to be owing for such periods.
Item 3. Defaults Upon Senior Securities
The Company has been in default on its indebtedness in favor of Apotex
since 1996. The entire amount of indebtedness is due and payable. At September
30, 2002, the Company was indebted to Apotex in the amount of approximately
$4,400,000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification
(b) Reports on Form 8-K.
None.
5
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, thereunto duly authorized.
GEN/RX, INC.
(Registrant)
Date: May 22, 2003 By: /s/ Jack Margareten
---------------------------------------------
Jack Margareten
Acting President and Chief Executive Officer,
Chief Financial Officer and Sole Director
CERTIFICATIONS
I, Jack Margareten, certify that:
1. I have reviewed this quarterly report on Form 10-Q of GEN/Rx, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
6
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: May 22, 2003 /s/ Jack Margareten
-------------------------------
Jack Margareten
Acting President and Chief
Executive Officer and Chief
Financial Officer
7
EXHIBIT INDEX
99.1 Certification