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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

(Amendment No. 1)

 

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the Quarterly Period ended March 31, 2008
o		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)

 

 

600 Woodmere Boulevard

Woodmere, New York  11598

(Address of principal executive offices, including zip code)

 

(516) 569-3800

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.004 par value per share

 

Indicate by check mark 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  x  No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  x  No  o

 

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 12,  2008
Common Stock, $0.004 par value per share		20,878,711 shares
		(including 2,064,966 shares to be issued)

 

 

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Caution Regarding Forward-Looking Information

 

Certain statements contained in this report including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Such factors include, among other things, international, national and local general economic and market conditions; demographic changes; the ability of the company to obtain, sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate businesses; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions and other factors referenced in this and other reports.

 

Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

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TABLE OF CONTENTS

 

	Explanatory Note
		Part I
Item 4T.	Controls and Procedures
		Part II
Item 6	Exhibits
		SIGNATURES

 

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EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) is being filed to amend the disclosure under Item 4T, “Controls and Procedures,” of Part I of the Quarterly Report on Form 10-Q (the “Form 10-Q”) of Gen/Rx, Inc. (the “Company”) for the fiscal quarter ended March 31, 2008, which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2008.  We have modified Part I Item 4T, “Controls and Procedures,” in this Amendment No. 1 in response to comments contained in a letter received from the SEC dealing with our disclosure in the Form 10-Q regarding management’s evaluation of the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2008.  In addition, we are also including current Exhibits 31 and 32, the certifications of our Chief Executive Officer and Chief Financial Officer required by Item 601(b)(31)(i) of Regulation S-K as of the date of this Amendment No. 1.  Except as described in this Explanatory Note and as contained in this Amendment No. 1, we have not modified or updated other disclosures presented in the Form 10-Q.  This Amendment No. 1 does not reflect events occurring after the filing of the Form 10-Q or modify or update those disclosures, including the exhibits to the Form 10-Q.  Accordingly, this Amendment No. 1 should be read in conjunction with our Form 10-Q and filings with the SEC subsequent to the filing of the Form 10-Q.

 

PART I

 

ITEM 4T.         Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms and that such information is accumulated to allow timely decisions regarding required disclosure.  Our sole officer and director conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report.  Based on this evaluation, our sole officer, acting principal executive officer and acting principal financial officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2008 to provide reasonable assurance that information required to be summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated as appropriate to allow timely decisions regarding required disclosures.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the period covered by the Form 10-Q/A that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 6.		Exhibits
			Exhibits
			31	Rule 13a-14(a)/15d-14(a) Certification
			32	Section 1350 Certification

 

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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.
Date: January 15, 2009	By:	/s/ JACK MARGARETEN
		Jack Margareten
		Acting President and Chief Executive Officer, Chief Financial Officer and Sole Director

 

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EXHIBIT INDEX

 

31	Rule 13a-14(a)/15d-14(a) Certification
32	Section 1350 Certification

 

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