~~UNITED~~Table ~~STATES~~of Contents

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

WASHINGTON, DC 20549

FORM 10-Q

ý		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended: March 31, 2005
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period ended March 31, 2009
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

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 incorporation or organization)		(I.R.S. Employer 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 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 o No ý

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 July 12, 2005
Common Stock, par value $0.004		20,878,711 shares

GEN/RX, INC.

~~FORM 10-Q~~(Exact name of registrant as specified in its charter)

~~CONTENTS~~New York (State or other jurisdiction of incorporation) 11-2728666 (I.R.S. Employer Identification No.)

PART I — FINANCIAL INFORMATION
	Item 1.	Financial Statements (unaudited)
		Consolidated Statement of Net Assets (liquidation basis)
		Consolidated Statement of Changes in Net Assets (liquidation basis)
		Notes to Consolidated Financial Statements
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 4.	Controls and Procedures
PART II — OTHER INFORMATION
	Item 1.	Legal Proceedings
	Item 3.	Defaults Upon Senior Securities
	Item 6.	Exhibits and Reports on Form 8-K
	Signatures
	Exhibit Index

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 has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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.

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller Reporting Companyx

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 14, 2009
Common Stock, $0.004 par value per share		20,878,711 shares
		(including 2,064,966 shares to be issued)

Table of Contents

Caution Regarding Forward-Looking Information

Certain statements 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.

Table of Contents

GEN/RX, INC.
FORM 10-Q
CONTENTS

			Page

PART I — FINANCIAL INFORMATION			1

	Item 1.	Financial Statements (unaudited)	1

		Condensed Consolidated Statement of Net Assets (liquidation basis)	1

		Condensed Consolidated Statement of Changes in Net Assets (liquidation basis)	2

		Notes to Condensed Consolidated Financial Statements	3

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5

	Item 4T.	Controls and Procedures	5

PART II — OTHER INFORMATION			6

	Item 1.	Legal Proceedings	6

	Item 3.	Defaults Upon Senior Securities	6

	Item 6.	Exhibits	6

	Signatures		7

	Exhibit Index		8

Table of Contents

PART I

ITEM 1.

Financial Statements

GEN/RX, INC.

Condensed Consolidated Statement of Net Assets

(liquidation basis) (Note 2) (in thousands, except shares and per share amounts)

(in thousands, except shares and per share amounts)

	March 31,		December 31,
	2009		2008
	(unaudited)
ASSETS
Cash	$	30	$	30

LIABILITIES
Obligations	30		30

Commitments and contingencies

Net assets in liquidation	$	0	$	0

Net assets in liquidation per common share (based on 20,878,711 common shares outstanding (including 2,064,966 shares to be issued) in 2009 and 2008)	$	0.00	$	0.00

	March 31, 2005		December 31, 2004
ASSETS
Cash	$	32	$	32
LIABILITIES
Accrued expenses and taxes	32		32
Commitments and contingencies
Net assets in liquidation	$	0	$	0
Net assets in liquidation per common share (based on 20,878,711 common shares outstanding in 2005 and 2004)	$	0	$	0

See Notes to Financial Statements

	January 1, 2005 through March 31, 2005		January 1, 2004 through March 31, 2004
Net assets – beginning of period	$	0	$	0
Net assets in liquidation – end of period	$	0	$	0

Table of Contents

GEN/RX, INC.

Condensed Consolidated Statement of Changes in Net Assets

(liquidation basis) (Note 2)
(in thousands)
(unaudited)

	January 1, 2009 through March 31, 2009		January 1, 2008 through March 31, 2008
Net assets, in liquidation — beginning of period	$	0	$	0

Net assets in liquidation — end of period	$	0	$	0

See Notes to Financial Statements

Table of Contents

GEN/RX, INC.

Notes to Financial Statements

Note 1. Financial Statements

In the opinion of management, the accompanying unaudited, ~~consolidated~~condensed, ~~condensed~~consolidated 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, ~~2004~~2008 included in the Company’s Annual Report on Form 10-K.

The results of operations for the three months ended March 31, ~~2005~~2009 are not necessarily indicative of the results to be expected for the entire fiscal year.

Note 2. Basis of presentation

AsThe ofCompany ~~July 1,~~presents ~~1996,~~its financial status and the ~~Company~~changes ~~has~~in ~~adopted~~its financial status on the liquidation basis of accounting. Accordingly, the net assets of the Company ~~are~~ are stated at liquidation value, whereby assets are stated at their estimated ~~net~~ net realizable values and liabilities, which include estimated liquidation ~~expenses~~ expenses to be incurred through the date of final dissolution of the Company, are stated at their anticipated settlement amounts. The Company has total obligations of approximately $4.4 million and net assets of $30,000. Accordingly, the liabilities reflected on the condensed consolidated statement of net assets represent solely the amounts for which the Company has available assets.

As of March 31, 2009, the Company remains indebted to Apotex in the amount of approximately $4.4 million. In addition, in each of the periods ended March 31, 2009 and 2008, Apotex paid, on behalf of the Company, approximately $5,500 and $25,000, respectively, of expenses, representing primarily legal, accounting and administrative costs which are not reflected on the accompanying financial statements and from which Apotex has agreed not to charge the Company.

Table of Contents

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

GEN/Rx, Inc. (“GEN/Rx” or the “Company”) effectively ceased operations on or about June 30, 1996.

The Company was originally incorporated as American Veterinary Products, Inc. under the laws of the State of Colorado in 1976. In January 1988, American Veterinary Products, Inc. was acquired by Transmed Express, Inc.~~(“Transmed”)~~, a publicly held company incorporated under the laws of the State of New York, in a stock-for-stock transaction. In March 1993, American Veterinary Products, Inc. changed its name to GEN/Rx, Inc.

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 in June 1996 to the Company’s principal stockholder and principal creditor, Apotex Corp. (formerly known as Apotex USA, Inc.; “Apotex”); American Veterinary Products, Inc. (“AVP”), which discontinued operations in December 1995; and Collins Laboratories, Inc. (“Collins”), which has been inactive since its inception.

OnThe ~~June 27,~~Company experienced ~~2002,~~significant ~~the~~operating ~~Company~~losses ~~was~~since ~~dissolved~~its byinception ~~proclamation~~resulting ofin ~~the~~a ~~Secretary~~deficit ofequity position. The ~~State~~Company ofhas not been ~~the~~engaged ~~State~~in ofsubstantive ~~New~~business ~~York~~activity for ~~failure~~more than ten years and we have no plans to ~~file~~engage ~~franchise~~in ~~tax~~any ~~reports~~substantive orbusiness ~~pay~~activity ~~franchise taxes~~in the foreseeable future. The Company iscontinues ~~currently~~to ~~seeking~~consider various business alternatives relating to the ~~reinstatement. See~~Company ~~“Item~~including, 3.without ~~Legal~~limitation, commencing new business operations, ~~Proceedings”~~seeking ~~below~~a purchaser or business combination for the Company and dissolution of the Company.

~~With~~The ~~respect~~commencement toof any business endeavor will be preceded by the ~~Company’s~~consideration ~~financial information~~and ~~set~~adoption ~~forth~~of ina business ~~this~~plan ~~Quarterly~~by ~~Report~~our onBoard ~~form~~of ~~10-Q~~Directors. Due ~~for~~to the ~~three months~~limited ~~ended~~current ~~March 31,~~and ~~2005,~~proposed business activities of the Company ~~financial~~described ~~statements~~herein, ~~are~~it ~~presented~~is onclassified as a ~~liquidation~~ ~~basis. The~~“blank ~~Company~~check” ~~has~~company. ~~not~~The ~~conducted~~Securities ~~any~~and ~~business~~Exchange ~~operations~~Commission ~~since~~and ~~the~~many ~~sale~~states ofhave ~~AUSA~~enacted ~~on June 30~~statutes, ~~1996.~~rules and ~~All~~regulations ~~activities~~limiting the sale of ~~the~~securities ~~Company~~of ~~after~~blank ~~such~~check ~~date~~companies. Management ~~related~~does ~~principally~~not intend to ~~the~~undertake any ~~liquidation~~efforts ofto ~~the~~cause ~~AVP~~a ~~assets~~market byto ~~the~~develop ~~receiver~~in ~~and~~ the ~~sale of AVP~~Company’s ~~Fort Collins~~securities ~~manufacturing~~until ~~plant. All~~such time ofas the ~~operations~~ ofCompany ~~AVP~~has ~~and~~successfully ~~AUSA~~developed ~~are~~and ~~treated~~implemented asa ~~discontinued operations~~business plan. NoWe ~~comparison~~are isunable ~~made~~to inpredict ~~this~~at ~~report for the~~this ~~three~~time ~~months~~when ~~ended March 31, 2005~~ and ~~March 31,~~if ~~2004~~it ~~because~~may ~~there were~~actually noparticipate ~~operations~~ in ~~2005~~any ~~and~~specific ~~2004~~business endeavor.

~~While~~With respect to the Company’s financial ~~was~~information ~~engaged~~set forth in ~~operations, it~~this ~~was~~Quarterly ~~dependent~~Report on ~~Apotex~~Form 10-Q for ~~financing.~~ Atthe ~~September~~three months ended March ~~1996~~31, ~~after~~2009, the ~~sale~~financial ofstatements ~~AUSA~~are presented toon ~~Apotex,~~a ~~the~~liquidation basis. The Company ~~was~~ ~~indebted~~has tonot ~~Apotex~~conducted inany business operations since the ~~amount~~sale of ~~approximately~~its $4wholly-owned subsidiary,~~400~~ AUSA,~~000. Since~~ ~~1996~~on June 30, 1996. ~~the~~All ~~Company~~activities ~~has~~of ~~not~~the ~~made~~Company ~~any payments~~after tosuch ~~Apotex~~date onrelated ~~this~~principally ~~debt. Apotex~~to the ~~has~~liquidation ~~not~~of ~~charged~~the ~~interest~~AVP onassets by the ~~indebtedness~~receiver and ~~has~~the ~~not~~sale ~~instituted~~of ~~any~~AVP’s ~~legal~~Fort ~~proceedings~~Collins ~~for~~manufacturing ~~collection~~plant. It isAll ~~not~~of the operations of AVP and AUSA are treated ~~expected~~as ~~that~~discontinued ~~Apotex~~operations. ~~will~~No ~~advance~~comparison ~~any~~is ~~additional~~made ~~funding~~in tothis report for the ~~Company~~three months ended March 31, 2009 and ~~the Company~~March 31, ~~presently~~2008 ~~has~~because there were no operations ~~available~~in ~~financing~~2009 ~~alternatives~~and 2008.

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 purchaser for its stock holdings in the Company. There can be no assurance that Apotex will pursue

~~any of~~Table ~~these or other alternatives relating to the Company, or if it does, that any~~of ~~such efforts will be successful.~~Contents

~~ITEM~~Liquidity ~~4. Controls~~ and ~~Procedures~~Capital Resources

AsAt ~~of the end of the period covered by this Quarterly Report on Form~~March ~~10-Q~~31, 2009, the Company’s ~~sole officer acting as principal executive officer and principal financial officer and director~~ has ~~evaluated the~~cash ~~effectiveness~~ of ~~the~~$30,000 ~~disclosure controls~~ and ~~procedures~~liabilities ~~of the Company. Disclosure Controls, as defined~~ in ~~Rule 13a-15(e) of~~ the ~~Securities~~nature ~~Exchange Act~~ of ~~1934,~~long-term ~~as amended,~~debt ~~are~~to ~~procedures~~Apotex ~~that are designed with the objective~~ of ~~ensuring~~approximately ~~that information~~$4.4 ~~required~~million toand belacks ~~disclosed in~~ the ~~Company’s~~liquidity ~~reports~~to ~~filed~~carry ~~under~~on ~~the~~any ~~Exchange~~business ~~Act~~activities. The isCompany ~~recorded,~~has ~~processed,~~virtually ~~summarized~~no ~~and~~assets ~~reported within the time periods specified in the Securities~~ and ~~Exchange~~no ~~Commission’s rules and~~capital ~~forms~~resources. ~~Disclosure~~ ~~Controls~~Effective ~~are~~June 30, ~~also designed~~1996, ~~with~~ the ~~objective~~Company ofceased ~~ensuring~~all ~~that such information is accumulated~~business ~~and~~operations ~~communicated~~upon ~~to management including~~ the ~~principal~~sale ~~executive~~of ~~and~~AUSA ~~principal financial officer as appropriate~~ to ~~allow timely decisions regarding required disclosure~~Apotex.

~~The Company’s management does not expect that the~~Off-Balance ~~Company’s~~Sheet disclosure controls and procedures would prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objective of the control system are met. Further the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all issues and instances of error and fraud, if any within a company have been identified.Arrangements

As ~~the~~of ~~Company~~March 31, ~~currently~~2009, ~~has~~we nodid ~~operations~~not ~~and~~have noany ~~revenues~~off-balance ~~and~~sheet ~~only~~arrangements ~~one~~as ~~officer,~~defined ~~the~~in ~~Company~~Item ~~has~~303(a)(4)(ii) of ~~limited~~Regulation ~~disclosure~~S-K ~~controls~~promulgated ~~and~~under ~~procedures~~the inSecurities ~~place~~Act of 1934, as amended.

~~An evaluation of~~Contractual ~~the~~Obligations ~~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 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.Commitments

As of March 31, 2009, we did not have any contractual obligations or commitments other than our outstanding debt described under “Overview” above.

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices and other market-driven rates or prices. We are not presently engaged in any substantive commercial business. Accordingly, we are not and, until such time as we consummate a business combination, we will not be, exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices.

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, 2009 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 this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

~~Item~~ITEM 1. Legal Proceedings

The Company is not currently a party to any legal proceedings. However, the Company is indebted to Apotex in the amount of approximately $4~~,400,000~~.4 million and has previously had a ~~receiver~~ receiver appointed for its subsidiary, AVP. See “Item 1 2. ~~Business~~Management’s Discussion –and ~~Loan~~Analysis ~~Arrangements~~of Financial Condition and Results of Operations” of Part I above and “Item 3. Defaults Upon Senior Securities” below.

As a result of the failure to timely file reports under the Exchange Act relating to the Company since the Company’s cessation of operations in 1996, 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 filed all delinquent reports and is currently in compliance with its periodic filing obligations.

~~The Company~~ITEM ~~had not filed all required tax returns or paid all taxes due since 1995~~3. As aDefaults ~~result~~Upon ofSenior 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 with 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 whereupon the dissolution is thereby effectively annulled. In February 2005, the Company has made all required filings and paid 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 through 2004, the Company filed the required federal income tax returns for such years.Securities

~~Item~~The 3Company has been in default on its indebtedness in favor of Apotex since 1996. ~~Defaults~~ ~~Upon~~The ~~Senior~~entire ~~Securities~~amount of indebtedness is due and payable. At March 31, 2009, the Company was indebted to Apotex in the amount of approximately $4.4 million.

~~The Company~~ITEM ~~has been in default on its indebtedness in favor of Apotex since 1996~~6. ~~The~~ ~~entire amount of indebtedness is due and payable. At March 31, 2005, the Company was indebted to Apotex in the amount of approximately $4,400,000.~~Exhibits

Item 6. Exhibits and Reports on Form 8-K

	Exhibits

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

	32		Section 1350 Certification

(a) Exhibits

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

32 Section 1350 Certification

(b) Reports on Form 8-K.

None.

Table of Contents

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.	~~GEN/Rx, Inc.~~
			(Registrant)
Date: May 14, 2009	By:	/s/ JACK MARGARETEN
Date: July 12, 2005		By:	/s/ Jack Margareten
		Jack Margareten
			Jack Margareten
		Acting President and Chief Executive Officer, Chief Financial Officer and Sole Director
			Acting President and Chief Executive Officer, Chief Financial Officer and Sole Director

Table of Contents

EXHIBIT INDEX

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

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

32	Section 1350 Certification

32 Section 1350 Certification

Filing Compare · GEN RX INC