SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, DC 20549~~

WASHINGTON, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended ~~September~~March 3031, ~~2009~~2010

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)

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

600 Woodmere Boulevard

Woodmere, New York 11598 ~~(Address of principal executive offices, including zip code)~~

(~~516)~~Address ~~569-3800~~of ~~(Registrant’s telephone~~principal ~~number~~executive offices, including ~~area~~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

~~Indicated~~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 No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller ~~reporting~~Reporting ~~company~~Company x

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 ~~November~~May 1014, ~~2009~~2010
Common Stock, $0.004 par value per share		20,878,711 shares
		(including 2,064,966 shares to be issued)

Table of Contents

~~GEN/RX, INC.~~Caution ~~FORM 10~~Regarding Forward-~~Q CONTENTS~~Looking Information

			Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statement of Net Assets (liquidation basis)
	Condensed Consolidated Statement of Changes in Net Assets (liquidation basis)
	Notes to Condensed Consolidated Financial Statements (unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures
PART II — OTHER INFORMATION
Item 1.		Legal Proceedings
Item 3.		Defaults Upon Senior Securities
Item 6.		Exhibits
Signatures
Exhibit Index

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

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)~~FORM 10-Q

	September 30,		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	$	0

CONTENTS

See Notes to Condensed Consolidated Financial Statements

			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 (unaudited)	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

~~GEN/RX, INC.~~PART I

~~Condensed Consolidated~~ITEM ~~Statement~~1. ofFinancial ~~Changes in Net Assets (liquidation basis) (Note 2) (in thousands) (unaudited)~~Statements

	July 1, 2009 through September 30, 2009		July 1, 2008 through September 30, 2008		January 1, 2009 through September 30, 2009		January 1, 2008 through September 30, 2008
Net assets, in liquidation — beginning of period	$	0	$	0	$	0	$	0
Net assets, in liquidation—end of period	$	0	$	0	$	0	$	0

GEN/RX, INC.

~~See Notes to~~ Condensed Consolidated ~~Financial~~Statement ~~Statements~~of Net Assets

(liquidation basis) (Note 2)

~~Table~~(in ofthousands, except ~~Contents~~shares and per share amounts)

GEN/RX, INC.

	March 31,		December 31,
	2010		2009
	(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 2010 and 2009)	$	0.00	$	0.00

See Notes to ~~Condensed Consolidated~~ Financial Statements ~~(Unaudited)~~

~~Note~~ 1~~. Financial Statements~~

InTable ~~the opinion~~ of ~~management,~~ the accompanying unaudited, condensed, consolidated financial statements contain all adjustments necessary to present fairly the financial status of GEN/Rx, Inc. (the “Company”) and the changes in its financial status 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, 2008 included in the Company’s Annual Report on Form 10-K.Contents

~~The results of operations for the three- and nine-month periods ended September 30~~GEN/RX, ~~2009 are not~~ ~~necessarily indicative of the results to be expected for the entire fiscal year~~INC.

~~Note~~Condensed Consolidated 2.Statement ~~Basis~~ of ~~presentation~~Changes in Net Assets

~~The Company presents its financial status and the changes in its financial status on the~~ (liquidation basis) ~~of accounting. Accordingly, the~~(Note 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. 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.2)

~~As of September 30, 2009, the Company remains indebted to Apotex Corp.~~ (~~“Apotex”), the Company’s principal stockholder,~~ in the amount of approximately $4.4 million. In addition, in the three- and nine-month periods ended September 30, 2009, Apotex paid, on behalf of the Company, approximately $9,000 and $52,000, respectively, and in the three- and nine-month periods ended September 30, 2008, and approximately $24,000 and $58,000 respectively, in each case of expenses, representing primarily legal, accounting and administrative costs which are not reflected on the accompanying financial statements and for which Apotex has agreed not to charge the Company.thousands)

~~Note 3. Recently Adopted Accounting Pronouncements~~(unaudited)

In June 2009, the Financial Accounting Standards Board (the “FASB”) issued guidance which is included in the codification in FASB Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles” or collectively known as the “Codification.” The Codification is considered the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles in the United States except for additional authoritative rules and interpretive releases issued by the SEC. All guidance contained in the Codification carries an equal level of authority. This guidance is effective for financial statements issued for interim and annual periods that ended after September 15, 2009.

	January 1, 2010 through March 31, 2010		January 1, 2009 through March 31, 2009
Net assets, in liquidation — beginning of period	$	0	$	0

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

~~Where~~See ~~possible,~~Notes ~~FASB references~~to ~~have~~Financial ~~been replaced with ASC references.~~Statements

Table of Contents

~~In May 2009~~GEN/RX, ~~the FASB issued guidance which is included in the Codification~~ ~~in ASC 855, “Subsequent Events” (“ASC 855”)~~INC. ASC 855 establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are available to be issued (“Subsequent Events”). More specifically, ASC 855 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition in the financial statements, identifies the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that should be made about events or transactions that occur after the balance sheet date. ASC 855 provides largely the same guidance on subsequent events which previously existed only in auditing literature. The disclosure is required in financial statements for interim and annual periods ending after June 15, 2009. The Company has performed an evaluation of Subsequent Events to November 10, 2009 which is the date the financial statements are being filed.

4Notes to Financial Statements

~~Table~~Note ~~of Contents~~1. Financial Statements

~~ITEM~~In 2.the ~~Management’s~~opinion ~~Discussion~~of management, ~~and~~the ~~Analysis~~accompanying unaudited, condensed, consolidated financial statements contain all adjustments necessary to present fairly the financial position of ~~Financial~~the ~~Condition~~Company and ~~Results~~its results of ~~Operations~~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, 2009 included in the Company’s Annual Report on Form 10-K.

~~Overview~~The results of operations for the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the entire fiscal year.

~~GEN/Rx, Inc~~Note 2. Basis ~~(“GEN/Rx” or~~of ~~the “Company”) effectively ceased operations on or about March 31, 1996.~~presentation

The Company ~~was~~presents its ~~originally~~financial ~~incorporated~~status asand ~~American~~the ~~Veterinary~~changes ~~Products, Inc.~~in ~~under~~its financial status on the liquidation ~~laws~~basis of accounting. Accordingly, the ~~State~~net assets of ~~Colorado~~the inCompany ~~1976.~~are stated Inat ~~January 1988~~liquidation value, ~~American Veterinary~~whereby ~~Products, Inc.~~assets ~~was~~are ~~acquired~~stated byat ~~Transmed~~their ~~Express, Inc.~~estimated ~~(“Transmed”),~~net arealizable ~~publicly~~values ~~held~~and ~~company~~liabilities, ~~incorporated~~which ~~under~~include estimated liquidation expenses to be incurred through the ~~laws~~date of ~~the~~final ~~State~~dissolution of ~~New~~the ~~York~~Company, are stated inat atheir ~~stock-for-stock~~anticipated ~~transaction~~settlement amounts. The InCompany ~~March 1993,~~has ~~American Veterinary~~total ~~Products, Inc~~obligations of approximately $4.4 ~~changed~~million ~~its~~and ~~name~~net toassets ~~GEN/Rx~~of $30,000. ~~Inc~~ Accordingly, the liabilities reflected on the condensed consolidated statement of net assets represent solely the amounts for which the Company has available assets.

~~GEN/Rx~~As ~~was~~of ~~a holding~~March 31, ~~company which~~2010, ~~through~~the ~~its~~Company ~~subsidiaries,~~remains ~~was~~indebted to Apotex in the ~~business~~amount of ~~developing,~~approximately ~~manufacturing~~$4.4 ~~and~~million. In ~~distributing~~addition, ~~generic~~in ~~injectable~~each ~~drugs.~~of ~~GEN/Rx~~the ~~had~~periods ~~three wholly-owned~~ended ~~subsidiaries: AUSA,~~March ~~Inc.~~31, 2010 ~~(“AUSA”)~~and 2009, ~~which~~Apotex ~~was~~paid, ~~sold~~on inbehalf ~~June 1996 to~~of the Company’s, ~~principal~~approximately ~~stockholder~~$19,000 and $5,500, ~~principal creditor~~respectively, ~~Apotex~~of ~~Corp. (formerly~~expenses, ~~known~~representing asprimarily ~~Apotex USA~~legal, ~~Inc.;~~ ~~“Apotex”);~~accounting ~~American Veterinary~~and ~~Products, Inc.~~administrative ~~(“AVP”),~~costs which ~~discontinued~~are ~~operations~~not inreflected ~~December 1995;~~on the accompanying condensed ~~and~~financial ~~Collins~~statements ~~Laboratories, Inc.~~and ~~(“Collins”),~~for which Apotex has ~~been~~agreed ~~inactive~~not ~~since its~~to ~~inception~~charge the Company.

The Company experienced significant operating losses since its inception resulting in a deficit equity position. The Company has not engaged in substantive business activity for more than ten years and we have no plans to engage in any substantive business activity in the foreseeable future. The Company continues to consider various business alternatives relating to the Company including, without limitation, commencing new business operations, seeking a purchaser or business combination for the Company and dissolution of the Company.3

~~The~~Table ~~commencement~~ of any business endeavor will be preceded by the consideration and adoption of a business plan by our Board of Directors. Due to the limited current and proposed business activities of the Company described herein, it is classified as a “blank check” company. The Securities and Exchange Commission and many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities until such time as the Company has successfully developed and implemented a business plan. We are unable to predict at this time when and if it may actually participate in any specific business endeavor.Contents

~~With~~ITEM ~~respect~~2. ~~to the Company~~Management’s ~~financial~~Discussion ~~information~~and ~~set~~Analysis forth in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2009, the financial statements are presented on a liquidation basis. The Company has not conducted any business operations since the sale of ~~its~~Financial ~~wholly-owned~~Condition ~~subsidiary, 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~~Results ~~sale~~ of AVP’s Fort Collins manufacturing plant. All of the operations of AVP and AUSA are treated as discontinued operations. No comparison is made in this report for the three- and nine-month periods ended September 30, 2009 and September 30, 2008 because there were no operations in 2009 and 2008.Operations

5Overview

~~Table~~GEN/Rx, Inc. of(“GEN/Rx” ~~Contents~~or the “Company”) effectively ceased operations in 1996.

~~Liquidity~~The ~~and~~Company ~~Capital~~was originally ~~Resources~~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., 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.

AtGEN/Rx ~~September 30,~~was a holding ~~2009~~company ~~and~~which, atthrough ~~present~~its subsidiaries, ~~the~~was ~~Company~~in ~~has~~the ~~cash~~business of ~~$30~~developing,~~000~~ manufacturing and ~~liabilities~~distributing ingeneric ~~the nature~~injectable ofdrugs. GEN/Rx ~~long~~had three wholly-~~term~~owned ~~debt~~subsidiaries: AUSA, Inc. to(“AUSA”), ~~Apotex~~which ofwas ~~approximately~~sold ~~$4.4~~in ~~million~~June ~~and~~1996 ~~lacks~~to the Company’s ~~liquidity~~principal tostockholder ~~carry~~and onprincipal ~~any~~creditor, ~~business~~Apotex ~~activities~~Corp. ~~The~~ ~~Company~~(formerly ~~has~~known ~~virtually~~as Apotex noUSA, Inc.; ~~assets~~“Apotex”); ~~and~~American noVeterinary ~~capital resources~~Products, Inc. ~~Effective~~ ~~June 30~~(“AVP”), which ~~1996,~~discontinued ~~the~~operations ~~Company ceased~~in ~~all~~December 1995; ~~business~~and ~~operations~~Collins ~~upon~~Laboratories, Inc. (“Collins”), ~~the~~which ~~sale~~has ofbeen ~~AUSA~~inactive tosince ~~Apotex~~its inception.

6The Company experienced significant operating losses since its inception resulting in a deficit equity position. The Company has not been engaged in substantive business activity for more than ten years and we have no plans to engage in any substantive business activity in the foreseeable future. The Company continues to consider various business alternatives relating to the Company including, without limitation, commencing new business operations, seeking a purchaser or business combination for the Company and dissolution of the Company.

~~Table~~The commencement of any ~~Contents~~business endeavor will be preceded by the consideration and adoption of a business plan by our Board of Directors. Due to the limited current and proposed business activities of the Company described herein, it is classified as a “blank check” company. The Securities and Exchange Commission and many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities until such time as the Company has successfully developed and implemented a business plan. We are unable to predict at this time when and if it may actually participate in any specific business endeavor.

~~Off~~With respect to the Company’s financial information set forth in this Quarterly Report on Form 10-~~Balance~~Q ~~Sheet~~for ~~Arrangements~~the three months ended March 31, 2010, the financial statements are presented on a liquidation basis. The Company has not conducted any business operations since the sale of its wholly-owned subsidiary, AUSA, in 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 AVP’s Fort Collins manufacturing plant. All of the operations of AVP and AUSA were treated as discontinued operations.

AsNo ofcomparison ~~September 30, 2009,~~is wemade ~~did~~in this ~~not~~report ~~have~~for ~~any~~the ~~off-balance~~three ~~sheet~~months ~~arrangements~~ended asMarch 31, ~~defined~~2010 inand ~~Item 303(a)(4)(ii)~~March of31, 2009 ~~Regulation~~because ~~S-K~~there ~~promulgated~~were ~~under~~no ~~the~~operations ~~Securities~~in ~~Act~~2010 ~~of 1934,~~and ~~as amended~~2009.

~~Contractual Obligations and Commitments~~4

AsTable of ~~September 30, 2009, we did not have any contractual obligations or commitments other than our outstanding debt described under “Overview” above.~~Contents

~~ITEM~~Liquidity ~~3. Quantitative~~ and ~~Qualitative~~Capital ~~Disclosures About Market Risk~~Resources

~~Market~~At ~~risk~~March 31, ~~is the~~2010, ~~sensitivity~~the ofCompany ~~income~~has tocash ~~changes~~of ~~in interest rates~~$30,000 ~~foreign~~and ~~exchanges, commodity~~liabilities ~~prices,~~in ~~equity~~the ~~prices~~nature ~~and~~of ~~other market~~long-~~driven~~term ~~rates or prices. We are~~debt ~~not~~to ~~presently~~Apotex ~~engaged~~of inapproximately ~~any substantive commercial business~~$4.4 ~~Accordingly,~~million ~~we are not~~ and, ~~until~~lacks ~~such~~the ~~time~~liquidity asto wecarry ~~consummate~~on a any business ~~combination,~~activities. The weCompany ~~will~~has ~~not~~virtually ~~be,~~no ~~exposed~~assets toand ~~risks~~no ~~associated~~capital ~~with~~resources. Effective ~~foreign~~in ~~exchange rates~~1996, ~~commodity prices,~~the ~~equity~~Company ~~prices~~ceased orall ~~other~~business ~~market-driven~~operations ~~rates~~upon orthe sale ~~prices~~of AUSA to Apotex.

~~ITEM~~In the 4.past, ~~Controls~~Apotex ~~and~~has ~~Procedures~~paid all of the administrative expenses for the Company, however, there is no formal arrangement or agreement.

~~Evaluation of Disclosure Controls~~Off-Balance ~~and~~Sheet ~~Procedures~~Arrangements

WeAs ~~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~~March 31, ~~processed, summarized and~~ ~~reported within the time periods specified in the SEC’s rules~~2010, ~~regulations~~we ~~and related~~did ~~forms~~not ~~and~~have ~~that~~any ~~such~~off-balance ~~information~~sheet isarrangements ~~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~~Item 303(ea)(4)(ii) ~~under the~~of ~~Exchange~~Regulation ~~Act~~S-K aspromulgated ofunder the ~~end~~Securities ofAct 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 ~~September 30,~~ ~~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~~1934, ~~and is accumulated~~ as ~~appropriate to allow timely decisions regarding required disclosures~~amended.

~~Changes in Internal Control Over~~Contractual ~~Financial~~Obligations ~~Reporting~~and Commitments

~~There~~As ~~were~~of ~~no changes in~~March 31, ~~our~~2010, ~~internal~~we ~~control~~did ~~over~~not ~~financial~~have ~~reporting~~any ~~that~~contractual ~~occurred~~obligations ~~during the period covered by this Quarterly Report on Form 10-Q that have materially affected,~~ or ~~are~~commitments ~~reasonably~~other ~~likely~~than ~~to materially affect,~~ our outstanding ~~internal~~debt ~~controls over~~described ~~financial~~under ~~reporting~~“Overview” above.

7ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

~~Table~~Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, ~~Contents~~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.

~~PART II~~ITEM 4T. ~~OTHER~~Controls ~~INFORMATION~~and Procedures

~~ITEM~~Evaluation 1.of ~~Legal~~Disclosure ~~Proceedings~~Controls and Procedures

~~The~~We ~~Company~~maintain isdisclosure controls ~~not~~and procedures that are designed to ensure that information required ~~currently~~to abe ~~party~~disclosed in our reports filed pursuant to ~~any~~the ~~legal~~Securities ~~proceedings.~~Exchange ~~However~~Act of 1934, as amended (the ~~Company~~“Exchange Act”) is ~~indebted~~recorded, toprocessed, summarized and ~~Apotex~~reported within the time periods specified in the ~~amount~~SEC’s ofrules, ~~approximately~~regulations ~~$4.4~~and related ~~million~~forms and ~~has~~that ~~previously~~such ~~had~~information ais accumulated to allow timely ~~receiver~~decisions ~~appointed~~regarding ~~for~~required ~~its~~disclosure. Our ~~subsidiary~~sole officer and director conducted an evaluation of our disclosure controls and procedures, ~~AVP.~~as ~~See~~such ~~“Item~~term 2is defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report. Based ~~Management’s~~on this evaluation, our sole officer, ~~Discussion~~acting principal executive officer and ~~Analysis~~acting ofprincipal ~~Financial~~financial ~~Condition~~officer, concluded that our disclosure controls and ~~Results~~procedures ofwere ~~Operations”~~not effective as of ~~Part~~March I31, ~~above~~2010 to provide reasonable assurance that information required to be summarized and ~~“Item~~reported 3.within ~~Defaults~~the ~~Upon~~time ~~Senior~~periods ~~Securities” below~~specified in the SEC’s rules and forms, and is accumulated as appropriate to allow timely decisions regarding required disclosures.

AsChanges ~~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,~~Internal ~~the~~Control ~~Securities and Exchange~~Over ~~Commission~~Financial 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.Reporting

~~ITEM~~There 3.were ~~Defaults~~no ~~Upon~~changes ~~Senior~~in our ~~Securities~~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.

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, 2009, the Company was indebted to Apotex in the amount of approximately $4.4 million.5

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

Table of Contents

8PART II. OTHER INFORMATION

~~Table~~ITEM ~~of Contents~~1. Legal Proceedings

~~SIGNATURES~~The Company is not currently a party to any legal proceedings. However, the Company is indebted to Apotex in the amount of approximately $4.4 million and has previously had a receiver appointed for its subsidiary, AVP. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I above and “Item 3. Defaults Upon Senior Securities” below.

~~Pursuant~~ITEM to3. Defaults ~~the requirements~~Upon ~~of the Securities Exchange Act of 1934, the Registrant has duly~~Senior ~~caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Securities

		GEN/Rx, Inc.
Date: November 10, 2009	By:	/s/ Jack Margareten
		Jack Margareten
		Acting President and Chief Executive Officer, Chief Financial Officer and Sole Director

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 March 31, 2010, the Company was indebted to Apotex in the amount of approximately $4.4 million.

9ITEM 6. Exhibits

Table of Contents

Exhibits

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

32	Section 1350 Certification

~~EXHIBIT INDEX~~6

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

Table of Contents

10SIGNATURES

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: May 14, 2010	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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