UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                           FORM 10-KSB


        Annual Report Pursuant to Section 13 or 15(d) of
               The Securities Exchange Act of 1934


               Date of Report: September 30, 2003


                          MED GEN, INC.
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)


     NEVADA                                   65-0703559
                               -----------------------------------
                               (I.R.S. Employer Identification No)



7284 W. Palmetto Park Road, Suite 106, Boca Raton, Florida     33433
----------------------------------------------------------   ----------
   (Address of principal executive offices)                  (Zip code)


Registrant's telephone number:   (561) 750-1100
                              --------------------


SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: (None)


SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                Common Stock, par value $.001 per share

Check  whether  Registrant (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
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 [ ]

Check if disclosure of delinquent filers in response to Item  405
of Regulation S-B is not contained in this form and no disclosure
will  be  contained,  to the best of registrant's  knowledge,  in
definitive  proxy  or  information  statements  incorporated   by
reference in Part III of this Form 10-KSB or any amendment to the
Form 10-KSB. [ ]

Registrant's  revenues for its fiscal year  ended  September  30,
2003  were  $2,306,648. As of September 30, 2003, Registrant  had
1,225,140  shares of its $.001 par value Common Stock issued  and
outstanding  with an aggregate market value of the  common  stock
held  by non-affiliates of $1,684,568. This calculation is  based
upon  the 1,225,140 shares held by non-affiliates and a price  of
$1.375 per share, which was the bid price at the close of trading
September  30,  2003.   Transitional  Small  Business  Disclosure
Format (check one).     Yes [ ]         No [X]


<PAGE>


TABLE OF CONTENTS
-----------------
                                                           PAGE
                                                           ----


                             PART I
                             ------

Item 1   Description of Business                             3

         Description of Products                             4

         Competition, Market Share and Industry
           Environment                                       8

Item 2   Description of Property                            10


Item 3   Legal Proceedings                                  11

Item 4   Submission of Matters to a Vote of
           Security Holders                                 11

                            PART II
                            -------

Item 5   Market for Registrant's Common Equity and
           Related Stockholder Matters                      11

Item 6   Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations                                       12

Item 7   Financial Statements                               13

Item 8   Changes in and Disagreements with Accountants
           on Account and Financial Disclosure              13

                            PART III
                            --------

Item 9   Directors, Executive Officers, and Control
           Persons; Compliance with Section 16(a) of
           the Exchange Act                                 13

Item 10  Executive Compensation                             15

Item 11  Security Ownership of Certain Beneficial
           Owners and Management                            16

Item 12  Certain Relationships and Related Transactions     16

Item 13  Exhibits and Reports on Form 8-K                   17

Item 14  Controls and Procedures                            17




                                                                 2

<PAGE>

                             PART I

ITEM 1  --  DESCRIPTION OF BUSINESS

Company Background
------------------

Med  Gen, Inc. (the "Company") was established under the laws  of
the  State  of  Nevada  in October 1996.  Executive  offices  are
located  at  7284 W. Palmetto Park Road, Suite 106,  Boca  Raton,
Florida 33433. The Company's phone number is (561) 750-1100.  The
Company  currently  operates two Web  sites:  www.medgen.com  and
                                              --------------
www.snorenz.com.  The Company's common stock trades  on  the  OTC
---------------
Bulletin Board under the symbol "MDGN.OB"

The  Company  was  established to manufacture, sell  and  license
healthcare  products, specifically to the market for  alternative
therapies (health self-care).  One out of two households practice
some  form of alternative therapies. Industry observers  estimate
this  market's  size at $27 billion a year, a level  of  consumer
expenditure almost triple the level of expenditure in  1990.  The
two most prominent factors contributing to this robust growth are
(i)  increased  levels  of education among  consumers;  and  (ii)
changing patterns of primary care (both in cost and in delivery).

The  Company's flagship  product  has  been SNORenz[R],  a throat
spray   which  reduces  or   eliminates  the  sounds   ordinarily
associated  with  snoring.   SNORenz[R]  is  free  of  artificial
colors,  flavors  or  preservatives.  Its  patented  ingredients,
technology   and  Liposome[R]  manufacturing   process,  delivers
consistent and measured droplet spray  mists directly to the back
of  the throat,  lubricating  the  uvula  and  soft  palate  that
vibrate  with  each  breath.   Each  application  lasts about six
to  eight hours.   Moreover,  the  all-natural  peppermint  taste
further provides the  satisfaction of waking up without a morning
breath.

SNORenz[R] is currently sold through  a  number  of  Fortune  100
retailers  representing a marketing network in excess  of  30,000
stores  nationwide. The Company has accelerated its timetable  to
introduce  additional products that either deploy its proprietary
technology  or  otherwise  address the  $27  billion  Alternative
Therapy  Market. In August of 2003, the company initiated phase 1
of  its  introduction  of  Good  Nights Sleep[TM].   Good  Nights
Sleep[TM] is a liquid  throat spray  formulation for  sleep aide.
Using  diphenhydromine  as  an  active  ingredient,  "Good Nights
Sleep[TM] will be  the  first  spray  liquid in this category  to
enter  the  US market.  The  product is already marketed  at CVS,
Eckerd and Albertson.

Several  other  products are expected to be  introduced  in  2004
although  the introductions are dependent upon necessary  capital
resources.

Prior  to  fiscal  year  2001,  the Company  lacked  the  capital
necessary to successfully market all of its products and  due  to
the  costs  associated with entering the retail  markets  in  the
health  and  nutrition industry, the Company opted to concentrate
its  entire  resources heretofore on the launch of  its  flagship
brand, SNORenz[R].

Initial  development of the SNORenz[R]  product was  completed in
the spring of  1997, when several test infomercials were produced
and aired  with  modest  success.  Changes were then made  in the


                                                                3

<PAGE>


formulation, the label design and the spray applicator. The newly
designed  product was introduced in the fall of 1998,  and  sales
grew modestly until an infomercial featuring the Company Chairman
and  Chief Executive, Paul B. Kravitz, began airing in the Spring
of 1999, significantly increasing sales.

Sensing an existing demand for a liquid spray alternative  "sleep
aide"  to  compete  with  the  pills and  caplets  already  being
marketed  into a $1.5 billion market category, Med Gen introduced
Good  Nights Sleep[TM]  for  immediate  retail  consumption  with
initial modest  success  into Eckerd Drug, CVS and Albertsons  [a
total of 10,000 stores].  Foregoing  the  marketing  route  taken
with SNORenz[R],  management  expects to  acquire shelf space  at
leading   retail  stores  because  of  the  success   and  market
penetration already accomplished with SNORenz[R].


                    DESCRIPTION OF PRODUCTS

SNORenz[R]
----------

SNORenz[R] is  an original and innovative entry  into  the  anti-
snoring industry. Never before has a company introduced a  liquid
throat  spray  to  prevent or quiet the  noise  of  snoring.  The
Company  was  awarded  a  Patent on the ingredients  and  formula
during  fiscal  2001  (on  February 13, 2001).  The  medical  and
psychological communities have studied the causes and symptoms of
sleep deprivation for many years.

Sleep  clinics  can  be  found  internationally  at  the  largest
hospitals  and  universities,  and  there  is  a  large  body  of
published  work on the subject of snoring. It has been documented
in  clinical  tests that much of sleep deprivation is  caused  by
snoring. Not only is the snorer disturbed, but those within close
proximity  of  the noise are disturbed as well.  As  the  muscles
relax during sleep, air flows in and out of the mouth causing the
vibration of the tongue, soft palate and uvula which produces the
sound commonly referred to as snoring.

Traditional   snoring   remedies  include  surgical   procedures,
mechanical   devices  and  dental  appliances.  During   surgery,
portions of the vibrating tissue are cut away by scalpel or laser
in  an  attempt to remove the noise-making tissues. This type  of
procedure is painful, takes months to heal, and may not  offer  a
long-term  solution.   Mechanical devices  primarily  attempt  to
increase the volume of air or create positive air pressure  using
some  type of breathing apparatus connected to an air pump.  This
is  not  only  uncomfortable,  but  also  limits  one's  sleeping
positions. Dental appliances also attempt to increase the  volume
of  air by expanding the opening of the mouth or by repositioning
the lower jaw and/or the tongue to decrease the vibration effect.
Again,  wearing one of these is not the most comfortable  way  to
sleep. The costs of these methods can be considerable and may not
be covered by basic medical insurance programs.

Snoring  is a problem that affects over 60% of males and  40%  of
females.  In the United States alone, it is documented that there
are  over 94 million people who suffer with and from the  effects
of  snoring.  Snoring causes a poor quality of sleep. The medical
implications of snoring usually are not life threatening,  except


                                                                4

<PAGE>

for  a  malady  called Sleep Apnea, which is not as yet  curable.
Therapy  has been increasing in response to demand to  solve  the
side effects of snoring noise.

Experiments   with  weight  loss,  the  avoidance  of   alcoholic
beverages and the changing of sleep positions have largely proven
ineffective.   Sufferers who demand some relief are  now  seeking
more  aggressive methods.  Invasive surgery, continuous  positive
airway pressures (PAP), or appliances are now being used.   These
methods  have  had variable success in improving the  quality  of
sleep  and reducing snoring.  Due to the discomfort and  cost  of
these methods, less invasive methods are now being evaluated.

The Biotechnology underlying Med Gen's Products
-----------------------------------------------

One of the most promising of all these new methods is the use  of
a  natural blend of oils and vitamins specially formulated to  be
used  as  a  spray.  After years of research, such a product  was
developed  by  a  medical specialist in Brazil  with  encouraging
initial  results.  The Company acquired this initial  technology,
the  trade  secrets and initial proprietary formula for worldwide
commercial marketing which over the years has been perfected, re-
tested and re-formulated leading to the issuance of a patent that
has  been  assigned  to  the  company.   The  Company  has  spent
considerable capital and other resources to further  improve  the
delivery of this spray by using, as its manufacturing technology,
the patented  technology  called Liposome[R],  which  enables the
blend of  oils  to remain  equally  disbursed and  suspended in a
vesicle in solution.  This, the patented formula and other  trade
secrets comprise the underlying biotechnology of SNORenz[R].

Because of this specialized manufacturing process, there is never
a  need  to  shake  the  bottle as the  solution  is  permanently
blended.  The  Company  intends to market other  over-the-counter
products   for  alternative  therapies  By  way  of  explanation,
Lipoceuticals are liposomes in a multiphasic system that contains
an active ingredient in each phase. The ability to encapsulate  a
variety  of lipophilic and hydrophilic ingredients, peptides  and
proteins  are the obvious advantages needed to enhance  delivery,
improve  quality and  sustain  product performance of SNORenz[R].
This technology  is  far superior  and much more  expensive  than
other  emulsion  type delivery  systems  and insures the  highest
possible quality available in the market today.

The  advantages  and  benefits of this  technology  and  delivery
system    are   that  the   SNORenz[R]  LipoSpray   is   absorbed
transmucosally  to  provide systemic  distribution;  has a higher
concentration  of active  ingredient  in the  mucosal tissue; has
longer residence time of active ingredient in the mucosal tissue;
and, has a high encapsulation  rate for  improved  performance of
the active ingredient. It also has greater bioavailability, which
means  that it  has  faster  onset  of  effect,  greater  overall
absorption, sustained administration, improved convenience and no
pills, water or swallowing problems.

SNORenz[R] attempts to reduce or eliminate the sounds  associated
with  snoring by simply lubricating the vibrating tissues in  the
throat  with  a  combination of five natural oils, vitamins,  and
trade  secret  trace ingredients. The product  is  formulated  to
adhere  to  the  soft tissues in the back of the  throat  for  an
extended period of time, and may be reapplied as needed. Clinical
studies,  "Double  Blind" studies and scores of testimonials  and
repeat  sales indicate  a high  level of  success  for SNORenz[R]


                                                                5

<PAGE>


users.  SNORenz[R] is not effective where users have  consumed  a
large amount of alcoholic  beverages shortly before  application,
as  the alcohol  tends  to  break down the chemical bonds of  the
natural oils.  It  should also be noted  that SNORenz[R] is not a
cure for APNEA, a condition for which there is no known cure.

SNORenz[R] carries a 30-day money back guarantee. The Company has
experienced  negligible product return rates over  the  past  two
fiscal years.

GOOD Nights Sleep[TM]
---------------------

Good  Nights Sleep[TM] ("GNS") is a night time sleep  aid and the
first  such  product formulated as a throat spray. Positioned  to
compete  with Sominex[R], Simply Sleep[R]  and Excedrin PM, which
are all  solids;  GNS enters  the market  catering to people  who
have difficulty  taking pills and  who want "fast action" results
which only a liquid can give.

Truly  innovative  in  its formulation, GNS uses  Diphenhydramine
HCLin quantities of 8.3mg in each measured spray. Absorption into
the  mucous  membranes of the throat and cheeks is immediate  and
the resultant sleep inducement is almost immediate.

GNS  is  alcohol  free and contains inactive ingredients,  citric
acid,   flavor,  glycerin,  poloxamer  407,  potassium   sorbate,
purified water, sodium benzoate, sodium citrate and sorbitol.

The product comes in a "protected sealed" bottle with a screw  on
spray  applicator. Heavy emphasis in advertising is on  a  "spray
alternative  to  pills". Since the product does not  contain  any
natural sugar, it would be approved for diabetics use.

4-in-1[TM]
----------

4-in-1[TM]   (formerly    sold   as  PAINenz[TM]),  a    recently
commercialized product in the Company's family of products,  is a
topical analgesic sold over-the-counter. It significantly reduces
the  pain common  to arthritis  sufferers, normal aches and pains
due to exercise and other muscle stress, simple backache pain and
muscle sprains.  The product comes in a roll-on applicator.   The
market for  over-the-counter pain relief products is estimated to
exceed $2.5 billion per year.

The   active   ingredients  in  4-in-1[TM]   are,    Glucosamine,
Chondroitin, Cetyl  Myrist  Oleate(CMO) and Capsaicin (kap SAY ih
sihn),  a derivative  of the hot pepper plant. When applied as an
external   analgesic,    Capsaicin    depletes   and     prevents
reaccumulation   of  substance  P in  peripheral sensory neurons.
Substance P  is found in slow-conducting neurons in the outer and
inner  skin layers and joint tissues,  and is  thought to be  the
primary chemical mediator of pain impulses  from the periphery to
the central  nervous system.  By depleting substance P, Capsaicin
renders skin and joints insensitive to pain since impulses cannot
be transmitted to the brain.

Capsaicin  has been approved by the United States Food  and  Drug
Administration ("FDA") for use without a prescription in  topical
preparations  marketed  for the temporary  relief  of  pain  from
arthritis, or for the relief of minor aches and pains of  muscles
and  joints.  Information  on  both  Capsaicin  and  Liposome  is
available     on    the    Internet    (www.capsaicin.com     and
                                        -----------------
www.liposomes.com).
-----------------

                                                                6

<PAGE>

Snore Quell[TM]
---------------

Snoring turns restful slumber into a nightmare for sleep-deprived
partners.  Its  distress has been clinically shown  to  aggravate
blood  sugar  levels  of  people  with  diabetes,  especially  at
nighttime  when  glucose levels are hard  to  detect.   GlucoFree
Snore Quell[TM]  is sugar-free  and can  be used  as a  diabetic-
riendly alternative to alleviate disturbing snoring noises, along
with  the related effects  due to  sleep-deprivation and elevated
glucose levels. The formula is a basic redesign of SNORenz[R] and
thus is a proven snoring noise reducer and at times,  eliminator.
Approximately 16 million adults have Type-2 Diabetes in the  USA;
another   13   million  suffer  from  Impaired  Fasting   Glucose
Symptoms.a  precursor to the advent of Type-2 Diabetes.  Industry
observers  estimate  that there  will be 70 million  adults  with
Type-2 Diabetes by 2010 spending in excess of $1 billion annually
on  ethical drugs,  however,  the annual  expenditure  on  Type-2
Diabetic-friendly alternatives has not been effectively measured.

ComfortCare[TM] (Compression Support with Magnets)
---------------

Compression with magnets is designed to provide relief  of  minor
physical  discomfort  that originate in  stress  or  strain  from
repetitive   actions  and  vigorous  movements  associated   with
workplace,   at-home,  or  energetic  activities.   Each   magnet
compression  wrap  (fitment) is designed  for  application  to  a
specific  body  part (back, knee, elbow, wrist, ankle  and  foot-
insole.six  components  within this product  line  ).   Absorbtek
fabric  in  intersliced within each fitment to  absorb  and  vent
moisture  in  addition  to  providing anti-microbial  protection.
Med  Gen is the first company to have packaged such a combination
of  benefits  under  one product label---and  has  just  received
clearance from the FDA to market all six product components based
on  its Section 510(k) pre-market notification submission to that
Agency.  Industry  observers estimate sales of magnetic  products
approximate $600 million annually.

Marketing
---------

Med Gen products are currently sold over the counter by more than
30,000  retail stores nationwide and approximately  5,000  stores
outside  the USA. A partial list of retailers that carry Med  Gen
brands   in   the  United  States  are:  Ahold  USA;   Albertsons
Supermarkets,  American Stores (a division  of  Albertsons  which
includes  Jewel  Stores, Jewel T Stores, Osco  Drugs  and  Sav-On
Drugs),  Brooks  Pharmacy,  CVS, Dillon  Stores  (a  division  of
Kroger),  Discount Drug Mart, Fedco, Genovese Drug, Giant  Eagle,
Hannaford  Brothers, Kmart, Longs, Wakefern Food,  Walgreens  and
Wal-Mart.

Distribution Agreement
----------------------

Med  Gen  has elected to manufacture all its products by contract
manufacturers under secret and protected manufacturing agreements
signed on behalf of the Company. Through a distribution agreement
a  principal  of a manufacturer and the Company's two  principals
share   patent   rights   to   the   formulas.    The   Company's
ComfortCare[TM] line of Compression Wrap Magnets are manufactured
under a special Agreement with the manufacturer in China.


                                                                7

<PAGE>


Not  including  international sales generated from  its  Internet
site,  the Company has distributors to sell its alternate  brands
of  the  snoring  spray in Canada, the United  Kingdom,  Germany,
France,  Switzerland, Portugal, Turkey, Australia,  New  Zealand,
Japan, China and Korea.  The Company fully expects to be able  to
piggyback  additional products through this distribution  network
in the future.


           COMPETITION, MARKET SHARE AND INDUSTRY ENVIRONMENT

The  Information Research Institute (IRI) is arguably the seminal
research  organization regarding consumer products research.  The
category, Sleeping Remedies, is a $161 million market. In 1998, a
sub-category, Sleeping Aids, Liquid, was created.

In  the snoring relief category, the only major competitor is CNS
Inc.[dba:  Breath  Right[R] and its product BreathRight[R] Spray.
Although this product was introduced into the market in the  past
year,  CNS  has spent a considerable amount of money  on  PR  and
advertising, replacing SNORenz[R] as the number 1  seller  in the
snoring  category. The company has not been able to  compete  for
lack  of advertising dollars and has recently been moving forward
to obtain funding for this purpose.

Good  Nights Sleep[TM], although new, enjoys an enviable position
in  that it still  remains the  only Brand  available as a liquid
throat spray for  sleep aid. Although it has a lot of competition
from  well known  brands,  all of the  existing  products  are in
"hard" form delivery systems.

Dominant Customers
------------------

In  fiscal year 2002, the Company's three largest customers  were
Wal-Mart,  Walgreens  and Eckerd which  represented  65%  of  the
Company's annual sales that year with WalMart accounting for 40%.
The  Company's largest customer in fiscal 2003 was Wal-Mart which
represented 57% of annual sales that year.

Management  has  addressed  the issue of  dominance  by  recently
introducing  an  additional  brand,  Good  Nights  Sleep[TM]  and
opening  CVS  with  4200 stores as  well as several International
markets.  The  company recently signed a contract with Distribuco
Inc.,   a  national   product   management/sales  and  consulting
company.  Distribuco will be taking  over a large  portion of the
sales  and  marketing  responsibility for the company's products.
"Spreading" the business  is a major  management  goal for fiscal
2004.

Internet Sales
--------------

With  the conversion of the Company's marketing strategy in  2002
from  Direct  Marketing to consumer retail store sales,  Internet
pricing  was  dramatically reduced by 50% to be  consistent  with
unit  pricing  in  the retail network. Therefore,  although  unit
sales  remained steady, and have even slightly increased,  dollar
sales  have  dropped.  The Company operates  two  e-commerce  web
sites,  www.snorenz.com and www.medgen.com.   Orders  from  these
sites  average  over  $9,000 per month in  retail  sales.  Future
enhancements to the Company's web sites are planned.


                                                                8

<PAGE>


The  Company  expects to show steady and important  increases  in
future sales on its internet site.  During the second quarter  of
fiscal  2004 (January to March), the web site will be re-designed
to  increase "user friendly" utilization and to offer new company
products. In addition, the company has appointed an executive  to
head-up  the  Internet Sales so that there will be a concentrated
effort made in this important media. Investor Relations will also
be  included and enhanced on the web site with more frequent  up-
dates  than previously given.  Although no sales figures  can  be
given  or estimated, the Company expects that these efforts  will
produce substantial increases in e-commerce sales in fiscal 2004.

Patents, Trademarks and Licenses
--------------------------------

The  name "SNORenz[R]" is a registered  trademark of  the Company
with  the United  States Patent  and  Trademark Office  (Reg. No.
2,210,381 -  12/15/98).  An application for trademark of the name
"SNORE Quell[TM]",  "4 in 1[TM]"  and  COMFORT CARE[TM] has  been
made. The  Company has also taken steps  to trademark its product
names and safeguard its formulations internationally.

Government Regulation
---------------------

The  manufacturing, processing, formulation, packaging,  labeling
and  advertising  of the Company's products  may  be  subject  to
regulation  by one or more federal agencies, including  the  FDA,
the Federal Trade Commission ("FTC"), the Consumer Product Safety
Commission,  the  United States Department  of  Agriculture,  the
United  States  Postal  Service, the United States  Environmental
Protection   Agency  and  the  Occupational  Safety  and   Health
Administration. The Company's products may also be  regulated  by
various  agencies  of  the  states and localities  in  which  our
products  will  be  sold. In particular, the  FDA  regulates  the
safety,   labeling  and  distribution  of  dietary   supplements,
including  vitamins, minerals, herbs, food, OTC and  prescription
drugs and cosmetics.

The  regulations that are promulgated by the FDA relating to  the
manufacturing  process  are known as Current  Good  Manufacturing
Practices  ("CGMPs"),  and  are  different  for  drug  and   food
products. In addition, the FTC has overlapping jurisdiction  with
the  FDA  to regulate the labeling, promotion and advertising  of
vitamins,  OTC drugs, cosmetics and foods. The FDA  is  generally
prohibited  from  regulating the active  ingredients  in  dietary
supplements as drugs unless product claims, such as claims that a
product  may heal, mitigate, cure or prevent an illness,  disease
or malady, trigger drug status.

Governmental regulations in foreign countries where  the  Company
may sell our products may prevent or delay entry into a market or
prevent  or delay the introduction, or require the reformulation,
of  certain  of  our  products. In addition, the  Company  cannot
predict  whether  new domestic or foreign legislation  regulating
its activities will be enacted. Such new legislation could have a
material adverse effect on the Company.


                                                                9

<PAGE>

Federal Trade Commission
------------------------

The  Company's  product packaging and advertised claims  strictly
adhere  to  Federal Trade Commission regulations and  guidelines.
The Company has complied with all FTC regulations with respect to
revamping  and redesigning its packaging and labels with  "APNEA"
warnings that meet all new compliance issues. The Company intends
to  comply with all government regulations, both in domestic  and
foreign  markets, regarding the distribution and sales  marketing
of its product lines.

Reports to Security Holders
---------------------------

The Company periodically prepares and publishes News Releases and
other  significant  reports  that are  deemed  newsworthy.  These
reports  are  sent  to  Business Wire for wide  distribution.  In
addition, shareholder reports are mailed to all shareholders,  as
the  Company  deems  necessary.  Notices of yearly  shareholders'
meetings,  proxy  statements  and  events  of  this  nature   are
distributed  with  the  help  of Liberty  Transfer  Company,  the
Company's transfer agent, and with information obtained from  ADP
Investor Communication in regard to street name accounts.

Employees
---------

The  Company currently has six full-time employees. Paul  Kravitz
is  the Chairman and Chief Executive Officer of the Company; Paul
S.  Mitchell is President, Treasurer and Chief Operating Officer;
and Jack Chien is Chief Financial Officer.

The  Company has entered into employment agreements with Mr. Paul
B.  Kravitz  and Mr. Paul S. Mitchell. Both Employment Agreements
provide   for  5  year  automatically  renewable  terms,   buyout
provisions  and other normal and suitable codicil's. The  Company
has no other Employment Agreements with any of its executives and
will only gradually add support staff as needed for future growth
and expansion. Given that the Company out-sources the manufacture
of  its products and relies upon distributors and brokers to sell
its  products,  it  is unlikely the corporate  office  will  ever
number more than one dozen employees.


ITEM 2.   DESCRIPTION OF PROPERTY

Effective December 10, 1999, the Company signed a five  (5)  year
lease  and  is  occupying a 4,500 square  foot  executive  office
complex  located at 7284 W. Palmetto Park Road, Suite  106,  Boca
Raton, Florida 33433. The monthly rent is $12,519.  The telephone
number  at this address is (561) 750-1100. In November 1999,  the
Company also agreed to rent expandable warehouse space (space  as
needed) located in Buffalo, New York on the premises of its prime
sub-contractor.  This  location  will  significantly  reduce  the
duplicity  of  handling and its related costs as well  as  reduce
overhead. It will also simplify inventory controls.

Effective  December 15th, 2003 the company negotiated itself  out
of  its current lease opting to significantly reduce its rent  to
$6200 per month. The company will move to suite #207 at the  same
location address. All phone numbers will remain the same.


                                                               10

<PAGE>


ITEM 3.   LEGAL PROCEEDINGS:

The  Company is involved in various legal actions arising in  the
normal  course of business including a case in which the  Company
was  seeking payment on an open account aggregating approximately
$42,000  and in which a counter suit had been filed in which  the
plaintiff  was  seeking damages of approximately  $1,200,000  for
breach  of contract. During April 2003 this suit was settled  for
the full amount of the Company's claim of $42,000.

During  May  2003 Global Healthcare Laboratories, Inc. ("Global")
made  a claim against the Company for breach of contract under  a
master license agreement. The tentative trial date is set for May
2004.  Management cannot predict the outcome of  the  proceedings
but contends that Global committed fraud and multiple breaches of
the master license agreement and that the claim is without merit.
The  Company intends to vigorously defend the action. The Company
is  currently  awaiting  the  filing of  Global's  third  amended
complaint,  which  will  purportedly assert  claims  against  the
Company with a present value of approximately $9 million.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
          HOLDERS:

                         None


                             PART II
                             -------


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

As  of  September 30, 2003, there were approximately  282  Common
Stock shareholders consisting of both registered shareholders and
those being held by the Deposit Trust Corporation in street name.
Of  the 1,225,140 shares outstanding, 285,052 were restricted and
940,088 were non-restricted.

As  of  December  15,  2003, the latest date pre-filing  of  this
report the company, as a result of additional stock issuances and
option  exercises, has 4,165,140 shares outstanding, 385,052  are
restricted and 3,780,088 are non-restricted. The Company's Common
Stock  is traded on the NASD OTC Bulletin Board under the  symbol
"MDGN.OB".  Shares first began trading on the OTC Bulletin  Board
in  May  of  2000 (prior to May, the Company's Common  Stock  was
traded in the Pink Sheets).

The  following  table sets forth the high and low bid  prices  by
month  for the Company's Common Stock for fiscal years  2002  and
2003.  The following high and low bid prices reflect inter-dealer
prices without retail markup, markdown or commission, and may not
represent actual transactions.


                                                               11

<PAGE>


Common Stock: Historical Price Data
-----------------------------------

<TABLE>
<CAPTION>

<S>                                     <C>         <C>
  Fiscal 2003                           High        Low
  -----------                           ----        ---

October    2002                         0.09        0.07
November   2002                         0.13        0.08
December   2002 (end first quarter)     0.10        0.07
January    2003                         0.08        0.03
February*  2003                         0.825       0.03
March      2003 (end second quarter)    1.265       0.60
April      2003                         1.312       0.62
May        2003                         1.225       0.687
June       2003 (end third quarter)      1.50       0.687
July       2003                         1.312       1.25
August     2003                         1.375       1.25
September  2003 (end fourth quarter)    1.312       0.625

</TABLE>

*    In February, 2003 the company completed an 80:1 Reverse
     stock split and in November, 2003 the company issued a
     stock dividend of 4:1. As a result of those splits, the
     symbol was changed to MDGN.

*    Starting in February 2003, this table represents the
     common stock taking into consideration the above two
     events.


On September 30, 2003, the bid price of MDGN shares was $1.30 and
the asked price was $1.312

The transfer agent for the Company's Common Stock is Liberty
Transfer  Co., 274 New York Ave, Huntington, NY 11743-2711 Tel.
(631) 385-1616.


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULT OF OPERATIONS

Twelve months ended September 30, 2003
Compared with twelve months ended September 30, 2002
----------------------------------------------------

GENERAL

The Company has been headquartered at 7284 West Palmetto Park
Road, Suite 106, Boca Raton, Florida 33433, since December 1999.
It leases a 4500 square foot facility and has signed a new lease
for 2200 sq. ft. in the same building at suite #207 at a
significantly reduced rental.  The company, under special
protective contracts, has elected to outsource the manufacturing
of all of its products at this time.

Results of Operations
---------------------

For the twelve months ended September 30, 2003, net sales
decreased 35.17% to $2,306,648 from $3,558,294 in the prior year.
The decrease in sales was due primarily to the K-Mart bankruptcy,
the loss of our second largest account, Nutrition for Life and
the appearance of increased sales due to the one time "ramp up"
of orders to 1,800 Wal-Mart stores in December 2001. Concurrent
with these events was the general economic downturn and a multi
million dollar advertising campaign by our direct competitor in
all of our retail markets.


                                                               12

<PAGE>


Gross profit for the twelve months ended September 30, 2003 was
$1,509,236 versus $2,324,892 for the same period a year ago, a
decrease of 35.1%. This decrease relates to a decrease in sales.
Gross profit margins for the years 2002 and 2003 were
approximately 65%.

For the twelve-month period ended September 30, 2003 selling,
general, administrative expenses decreased to $1,958,192 from
$2,733,371, a decrease of 28.35%. The decrease is due to several
factors: (a) decreased revenue, which resulted in decreased
commissions, (b) settlement of all outstanding litigation, which
decreased legal fees, and (c) a reduction of staff.   In
addition, during 2002 the Company recorded $604,116 in non-cash
stock compensation.

The operating loss was reduced to $448,956 as opposed to a loss
of $1,012,595 for the same twelve months period, in the prior
year.

For the twelve-month periods interest expense increased to
$116,966 from $71,574 primarily as a result of an increase in
borrowings from related parties from $775,000 to $1,147,500. In
addition, during the year ended September 30, 2002 the Company
incurred $270,000 in non-cash interest.

For the twelvemonths ended September 30, 2003, the Company
reported a loss of $592,843 ($0.65 per share) versus a loss of
$1,331,285 ($2.34 per share) for the same fiscal period, a year
ago.

Liquidity and Capital Resources
-------------------------------

Cash on hand at September 30th, 2003 was $90,791 and the Company
had working capital of $34,012 at September 30, 2003.

Net cash used in operating activities was $ 554, 434 during the
twelve months ended September 30, 2003 as compared to $622,906 in
the year earlier. This decrease is attributed principally to
company wide programs to reduce cash drain and the elimination of
local warehouse facilities and several employees.

Net cash used in investing activities was $23,873 during the
twelve months ended September 30, 2003, which represents the
acquisition of property and equipment.

Net cash provided by financing activities was $619,535 during the
twelve months ended September 30, 2003, which consisted
principally of additional borrowings under the credit facility.

The Company introduced at least one new product into retail
stores in fiscal 2003 called Good Night's Sleep[TM] and its
SnorEnz[R] brand continues to sell in all of the major customer
locations.  The Company has affected a 5% price increase effective
March 1, 2003. The Company has continued to cut costs by
eliminating staff, and eliminating one -time legal and computer
and Internet related costs. The Company has sufficient cash
resources, receivables and cash flow to provide for all general
corporate operations in the foreseeable future.


                                                               13

<PAGE>



ITEM 7.   FINANCIAL STATEMENTS

End of report


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None


                             PART III
                             --------

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

<TABLE>
<CAPTION>
     Name              Age               Position
     ----              ---               --------
<S>                    <C>      <C>

Paul B. Kravitz        71       Chairman; Chief Executive Officer
                                Secretary and Director

Paul S. Mitchell       50       President, Treasurer, Chief
                                Operating Officer and Director
</TABLE>


All  directors  hold  office until the  next  annual  meeting  of
stockholders  and  the  election  and  qualification   of   their
successors.  Officers  are  elected  annually  by  the  Board  of
Directors  ("Board)  and,  subject  to  existing  employment  and
consulting  contracts and agreements, serve at the discretion  of
the  Board. The Company intends to conduct an annual shareholders
meeting  in  accordance with Nevada state law  at  its  principal
office  location  at 7284 West Palmetto Park  Road,  Boca  Raton,
Florida during which Messrs. Kravitz and Mitchell will stand  for
re-election as Directors.

Paul B. Kravitz (71) is Chairman and Chief Executive Officer.  He
---------------
has  been  a  member  of  the Board of  Directors  since  company
inception.   Prior to founding Med Gen and its principal  product
Snorenzr,  Mr.  Kravitz was the President and  CEO  of  a  public
company  (AppleTree Companies, Inc.) engaged in  the  manufacture
and  distribution of food supplies to convenience  stores  in  24
states.  Annual  Sales exceeded $38 million. Mr. Kravitz  retired
from that company in 1996.

From  1986  until  1992, Mr. Kravitz was the  CEO  and  principal
shareholder of The Landon Group, a financial services company. In
1990/1991,  Mr. Kravitz was appointed Chairman of  the  Southeast
Bank's  Leasing  Division, an appointment  made  by  the  Federal
Deposit  Insurance  Corporation  which  was  in  the  process  of
liquidating  that  bank.  From 1960  until  the  mid-1980's,  Mr.
Kravitz  was  the  CEO  of several furniture companies  (American
Furniture  Company, Inc., and Furniture Resources  International,
Inc.) whose operations encompassed manufacturing of and marketing


                                                               14

<PAGE>


to  retail  showrooms  nationwide. The furniture  companies  were
taken public in 1979 and had reached combined sales in excess  of
$450,000,000.

Mr.  Kravitz is a graduate of Boston University with a BS Degree.
He is a published writer for the aviation industry, food industry
and  the natural supplement industry. He has appeared on national
television,  in  infomercials for  Snorenzr  and  Med  Gen.   Mr.
Kravitz is a veteran of the Korean War and served honorably as an
officer in the United States Air Force. Mr. Kravitz was honorably
discharged  receiving  the Distinguished Service  Medal  for  his
military  service during the Korean War. In 1955 he  was  retired
from active duty and placed on Reserve. In 1972 he was retired as
a  permanent  1st  Lt. USAFR after 20 years  of  service  to  his
country.

Paul  S.  Mitchell  (50)  is the President  and  Chief  Operation
------------------
Officer.  He has also been a Director of the Company since  1997.
In  1995,  Mr.  Mitchell  sold  his food  services  company  (the
Sandwich  Makers)  to  AppleTree, becoming that  company's  Chief
Operating  Officer.  From $135,000 in sales in  1987,  sales  had
increased  to  almost  $5 million by the  time  it  was  sold  to
AppleTree.  Prior to 1987, Mr. Mitchell worked for  Tasty  Baking
Company  based  in  Pennsylvania, and for whom  he  held  several
positions nationwide.


ITEM 10.  EXECUTIVE COMPENSATION

The  following  table  shows  that for  the  fiscal  years  ended
September 30, 2001, September 30, 2002 and September 30, 2003 the
cash  and  other  compensation paid  to  each  of  the  executive
officers and directors of the Company.

                       Annual Compensation
                       -------------------
<TABLE>
<CAPTION>
                                                             Awards        Other
Name and                                       Other         Restricted    Stock
Position Held         Year    Salary   Bonus   Compensat'n   Stock         Awards
-------------         ----    ------   -----   ------------  ----------    ------
<S>                   <C>     <C>      <C>     <C>           <C>           <C>

Paul B. Kravitz,      2003     65,000   -0-    Options          -0-          -0-
Chairman & CEO,       2002     78,000   -0-    Options          -0-          -0-
 Director             2001       0      -0-       -0-           -0-          -0-

Paul S. Mitchell      2003     65,000   -0-    Options          -0-          -0-
President & COO,      2002     78,000   -0-    Options          -0-          -0-
 Director             2001       0      -0-       -0-           -0-          -0-
</TABLE>



                                                               15

<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------
          (1)                (2)                        (3)                     (4)
-----------------------------------------------------------------------------------------
Title of Class        Name and Address of       Amount and Nature of     Percent of Class
                      Beneficial Owner          Beneficial Owner
-----------------------------------------------------------------------------------------
<S>                   <C>                       <C>                      <C>


Common Stock          Paul B. Kravitz
                      4320 NW 101 Drive
                      Coral Springs, FL 33065       2,007,048                   51.3%
-----------------------------------------------------------------------------------------

Common Stock          Paul S. Mitchell
                      7284 W. Palmetto Pk Rd
                      Boca Raton, FL  33433         1,048,900                   25.4%
-----------------------------------------------------------------------------------------

                      Directors and Executive
                      Officers as a group
                      (2 persons)                   3,165,948                   76.7%
-----------------------------------------------------------------------------------------
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the past three years there have been no transactions to
which the Company was a party with the following persons who  had
or  would  have  direct  or  indirect material  interest  in  the
transaction:

   Any director or executive officer of the company.

   Any nominee for the election as a director, any security holder
   or any immediate family member of a director, executive officer
   or affiliate of the company.

Mr Kravitz and Mr. Mitchell hold 82,300 shares in Di-Su Holding.
Di-Su Holding is an affiliate of the company. They each
beneficially own 50% of the company. During the past three years
there have been no material transactions between the Company and
Di-Su Holding.

Mr. Kravitz and Mr. Mitchell have signed two identical Employment
contracts dated September 27, 2002. The contracts provide  for  a
gross  income of $150,000 each and participation in the Company's
benefit plans and stock option plans. The contract also calls for
the benefit package to continue on until Mr. Kravitz's death. The



                                                               16

<PAGE>


contract calls for a payment of 1.66% Bonus based upon a  pre-tax
income or net cash flow, whichever is greater. The terms are  for
five  years,  renewable  every year and provide  for  termination
under normal and usual conditions. These contracts which were  to
be  effective  upon the occurrence of certain events  were  never
effected, as the events did not occur.

Mr. Kravitz currently owns 3,550,000 options at an exercise price
of $1.24. Mr. Mitchell currently owns 4,835,000 options [post-
split] at  an  exercise  price  of  $1.24. All  of  these  options
were registered under Form S-8 in 2002 and are a cashless exercise.

Through September 30, 2003, Mr. Kravitz exercised 50,000 of these
options  and  Mr.  Mitchell exercised 300,000 of  these  options.
Subsequent to September 30, 2003 through the date of this  report
Mr.  Kravitz exercised 535,000 of these options and Mr.  Mitchell
exercised 0 of these options. Mr. Kravitz has sold 190,452 shares
and  Mr.  Mitchell  sold 152,000 shares thru  the  date  of  this
report. The Company received the exercise price from the proceeds
from these sales and they were reported on Forms 4 and Forms 5 as
required by the Securities Act of 1933.


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8K

 (a)     Exhibits
         --------

32.1     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

32.2     Certification of Chief Operating Officer Pursuant to 18
         U.S.C. Section 1350, as adopted Pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002

99.1     Certification of Chief Executive Officer


 (b)     The  following documents are filed as  part  of  the
         report:

         1.        Financial statements

                   Independent Auditors Report
                   Balance Sheet
                   Statements Of Operations
                   Statement of Stockholders' (Defecit)
                   Statements of Cash Flows
                   Notes to Financial Statements

 (c)     Reports on Form 8K: None


The Registrant will send its annual report to security holders and
proxy  solicitation material, when required,  subsequent  to  the
filing  of  this  form and shall furnish copies of  both  to  the
Commission when they are sent to security holders.


ITEM 14. CONTROLS AND PROCEEDURES

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



                                                               17

<PAGE>


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.

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, 2002
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, 2003 audited financial statements.

Forward Looking Statements
--------------------------

When used throughout in this form 10KSB 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 10-KSB filing.


Within the 90 days prior to the date of this report. The Company's
management, including the President (principal executive officer)
and  Chief  Financial Officer, carried out an evaluation  of  the
effectiveness  of  the  design and  operation  of  the  Company's
disclosure controls and procedures pursuant to Exchange Act  Rule
13a-14.  Based  upon  the  evaluation,  the  Company's  President
(principal   executive  officer)  and  Chief  Financial   Officer
concluded  that the Company's disclosure controls and  procedures
are  effective  in  timely alerting them to material  information
required  to  be included in the Company's periodic SEC  filings.
There  have been no significant changes in the Company's internal
controls  or  in other factors, which could significantly  affect


                                                               18

<PAGE>


internal controls subsequent to the date the Company's management
carried out its evaluation.

There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect  the
internal  controls  subsequent to the date the Company  completed
its evaluation.



                               SIGNATURES
                               ----------

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  registration statement to be signed on its  behalf  by  the
undersigned, thereunto duly authorized.



MED GEN, INC.
(Registrant)


Date: January 12, 20043



By: /s/ Paul B. Kravitz
   ---------------------------------
     (Signature)

Chairman and CEO
------------------------------------
(Print name and title of signing
officer)

                                                               19

<PAGE>


          CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Paul Kravitz, certify that:

1. I have reviewed this annual report on Form 10-KSB of Med Gen,
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;

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
     registrants ability to record, process, summarize and report
     financial data and have identified for the registrants
     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 registrants 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.

Date: January 12, 2004

By: /s/Paul Kravitz
   ----------------------------
   Paul Kravitz
   Chief Executive Officer


<PAGE>


          CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Jack Chien, certify that:

1. I have reviewed this quarterly report on Form 10-KSB of Med
Gen, 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;

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
     registrants ability to record, process, summarize and report
     financial data and have identified for the registrants
     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
     registrants 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.

Date:  January 12, 2004

By:  /s/Jack Chien
   ------------------------------------
   Jack Chien /Chief Financial Officer,
   and Principal Accounting Officer


<PAGE>


                          EXHIBIT INDEX
                          -------------

32.1     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

32.2     Certification of Chief Operating Officer Pursuant to 18
         U.S.C. Section 1350, as adopted Pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002

99.1     Certification of Chief Executive Officer





<PAGE>




                          MED GEN, INC.

                      FINANCIAL STATEMENTS

                       SEPTEMBER 30, 2003

                         C O N T E N T S


Reports of Independent Auditors

Financial Statements:

Balance Sheet

Statements of Operations

Statement of Stockholders' (Deficit)

Statements of Cash Flows

Notes to Financial Statements



<PAGE>

                 REPORT OF INDEPENDENT AUDITORS


Stockholders and Board of Directors
Med Gen, Inc.

We  have audited the accompanying balance sheet of Med Gen,  Inc.
as   of  September  30,  2003,  and  the  related  statements  of
operations, stockholders' (deficit) and cash flows for the  years
ended September 30, 2002 and 2003. These financial statements are
the    responsibility   of   the   Company's   management.    Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

We  conducted  our  audits in accordance with auditing  standards
generally  accepted  in  the  United  States  of  America.  Those
standards  require that we plan and perform the audits to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement. An audit includes examining, on  a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial  statements. An audit also includes assessing  the
accounting   principles   used  and  significant   estimates   by
management, as well as evaluating the overall financial statement
presentation.  We  believe that our audits provide  a  reasonable
basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  Med  Gen, Inc. as of September 30, 2003, and results  of  its
operations  and its cash flows for the years ended September  30,
2002 and 2003, in conformity with accounting principles generally
accepted in the United States of America.


Stark Winter Schenkein & Co., LLP

/s/Stark Winter Schenkein & Co., LLP


Denver, Colorado
December 5, 2003


<PAGE>

                         Med Gen, Inc.
                         Balance Sheet
                       September 30, 2003

ASSETS

Current Assets
   Cash and cash equivalents                            $    90,791
    Accounts receivable, net of reserve of $10,000          501,432
    Inventory                                               218,686
    Other current assets                                     21,400
                                                        -----------
      Total Current Assets                                  832,309
                                                        -----------

Property and Equipment, net                                  88,134
                                                        -----------

Other Assets
    Deposits                                                 62,421
    Assets held for sale                                     50,000
    Other                                                    11,648
                                                        -----------
                                                        $ 1,044,512
                                                        ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses                $   348,267
   Notes payable - related parties                           20,000
   Convertible debentures                                   430,000
                                                        -----------
      Total Current Liabilities                             798,267
                                                        -----------

Notes payable - related parties                           1,127,500
                                                        -----------

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, 50,000,000
     shares authorized, 1,225,140 shares
     issued and outstanding                                   1,225
   Paid in capital                                        4,903,284
   Accumulated (deficit)                                 (5,033,539)
                                                        -----------
                                                           (129,030)
   Receivable for common stock                             (752,225)
                                                        -----------
                                                           (881,255)
                                                        -----------
                                                        $ 1,044,512
                                                        ===========


       See accompanying notes to the financial statements.

<PAGE>

                          Med Gen, Inc.
                    Statements of Operations
           For the Years Ended September 30, 2002 and 2003

<TABLE>
<CAPTION>
                                                  2002            2003
                                              ------------    ------------
<S>                                           <C>             <C>

Net Sales                                     $  3,558,294    $  2,306,648

Cost of Sales                                    1,233,402         797,412
                                              ------------    ------------
                                                 2,324,892       1,509,236
                                              ------------    ------------

Operating expenses:
  Non cash stock compensation                      604,116               -
  Selling, general and administrative
    expenses                                     2,733,371       1,958,192
                                              ------------    ------------
                                                 3,337,487       1,958,192
                                              ------------    ------------

(Loss) from operations                          (1,012,595)       (448,956)
                                              ------------    ------------

Other (income) expense:
  Other (income) expense                           (22,884)         26,921
  Interest expense                                  71,574         116,966
  Non cash interest expense                        270,000               -
                                              ------------    ------------
                                                   318,690         143,887
                                              ------------    ------------

Net (loss)                                    $ (1,331,285)   $   (592,843)
                                              ============    ============


Per share information - basic and fully diluted:

 Weighted average shares outstanding               567,745         910,072
                                              ============    ============

 Net (loss) per share                         $      (2.34)   $      (0.65)
                                              ============    ============
</TABLE>


       See accompanying notes to the financial statements.

<PAGE>


                              Med Gen, Inc.
                  Statement of Stockholders' (Deficit)
           For the Years Ended September 30, 2002 and 2003

<TABLE>
<CAPTION>
                                         Common Stock
                                     --------------------
                                                             Addt'l                   Receivable
                                                             Paid in      Treasury    for Common     Accumulated
                                      Shares       Amount    Capital       Stock         Stock         Deficit         TOTAL
                                    ----------     ------   ----------   ---------    ------------   ------------    ----------
<S>                                 <C>            <C>      <C>          <C>          <C>            <C>             <C>

Balance, September 30, 2001            402,975     $  403   $2,955,490    $(10,000)   $          -   $ (3,109,411)   $ (163,518)

Cancellation of shares                  (5,750)        (6)     (20,119)          -               -              -       (20,125)
Issuance of shares for services         95,915         96      550,145           -               -              -       550,241
Issuance of shares for cash              7,000          7       13,993           -               -              -        14,000
Exercise of stock options               50,000         50      129,950           -        (130,000)             -             -
Subscribed shares                            -          -      198,000           -               -              -       198,000
Issuance of shares as interest
  payment                               75,000         75      269,925           -               -              -       270,000
Payment on option exercise                   -          -            -           -          44,540              -        44,540
Value attributed to options issued           -          -       74,000           -               -              -        74,000
Net (loss) for the year                      -          -            -           -               -     (1,331,285)   (1,331,285)
                                    ----------     ------   ----------   ---------    ------------   ------------    ----------

Balance, September 30, 2002            625,140        625    4,171,384     (10,000)        (85,460)    (4,440,696)     (364,147)

Retire treasury shares                       -          -      (10,000)     10,000               -              -             -
Exercise of stock options              600,000        600      741,900           -        (742,500)             -             -
Payment on option exercise                   -          -            -           -          75,735              -        75,735
Net (loss) for the year                      -          -            -           -               -       (592,843)     (592,843)
                                    ----------     ------   ----------   ---------    ------------   ------------    ----------

Balance September 30, 2003           1,225,140     $1,225   $4,903,284   $       -    $   (752,225)  $ (5,033,539)   $ (881,255)
                                    ==========     ======   ==========   =========    ============   ============    ==========
</TABLE>



       See accompanying notes to the financial statements.

<PAGE>


                          Med Gen, Inc.
                    Statements of Cash Flows
          For the Years Ended September 30, 2002 and 2003

<TABLE>
<CAPTION>
                                                            2002           2003
                                                        ------------   -----------
<S>                                                     <C>            <C>
Cash flows from operating activities:
Net (loss)                                              $ (1,331,285)  $  (592,843)
  Adjustments to reconcile net (loss) to net cash
  (used in) operating activities:
  Depreciation and amortization                               23,908        28,244
  (Loss) on disposition of property and equipment              3,331        28,322
  Write off of receivable from affiliate                      10,908          -
  Allowance for doubtful accounts                             10,000        60,000
  Common shares issued for interest                          270,000          -
  Common shares subscribed for services                      198,000          -
  Common shares and options issued for services              604,116          -
Changes in assets and liabilities:
  (Increase) in accounts receivable                          (81,405)      (56,418)
  (Increase) decrease in inventory                           (44,138)       38,327
  Decrease in subscriptions receivable                        55,000          -
  (Increase) decrease in other current assets                   (270)          729
  (Increase) decrease in deposits and other assets            24,975         1,404
  (Decrease) in accounts payable and accrued expenses       (366,046)      (62,199)
                                                        ------------   -----------
Net cash (used in) operating activities                     (622,906)     (554,434)
                                                        ------------   -----------

Cash flows from investing activities:
  Acquisition of property and equipment                      (71,158)      (23,873)
                                                        ------------   -----------
Net cash (used in) investing activities                      (71,158)      (23,873)
                                                        ------------   -----------

Cash flows from financing activities:
  Proceeds from notes payable - related parties              506,600       600,000
  Repayment of notes payable - related parties              (100,000)      (56,200)
  Proceeds from convertible debentures                       400,000          -
  Repayment of convertible debentures                       (129,500)         -
  Proceeds from stock issuances                               58,540        75,735
                                                        ------------   -----------
Net cash provided by financing activities                    735,640       619,535
                                                        ------------   -----------

Net increase in cash                                          41,576        41,228

Beginning - cash balance                                       7,987        49,563
                                                        ------------   -----------

Ending - cash balance                                   $     49,563   $    90,791
                                                        ============   ===========

Supplemental cash flow information:
  Cash paid for income taxes                            $          -   $         -
  Cash paid for interest                                $     71,574   $   115,871

Non cash investing and financing activities:
  Common shares issued for receivable                   $          -   $   742,500
  Assets held for sale received in settlement of debt   $     78,322   $         -
  Repayment of note payable by issuance of new note     $     47,100   $         -
  Common shares issued to officers for receivable       $    130,000   $         -
  Retirement of treasury shares                         $          -   $    10,000

</TABLE>



       See accompanying notes to the financial statements.


<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003


Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Med  Gen,  Inc. the (Company) was incorporated October  22,  1996
under the laws of the State of Nevada and began operations in the
State  of  Florida  on November 12, 1996. The  Company  currently
markets an all natural product, SNORENZ, which is designed to aid
in  the  prevention of snoring. The Company also plans  to  offer
additional products dealing with alternative nutritionals as well
as other health related items.

Reclassifications

Certain  items  presented  in  the  previous  period's  financial
statements  have  been reclassified to conform  to  current  year
presentation.

Revenue Recognition

The  Company  recognizes revenue when services  are  provided  or
products are shipped and is presented net of returns.

Cash and Cash Equivalents

The  Company  considers  all highly liquid  investments  with  an
original maturity of three months or less to be cash equivalents.

Inventory

Inventory is stated at the lower of cost, determined on the first-
in,  first-out method, or net realizable market value.  Inventory
at  September 30, 2003 consisted of finished goods and  packaging
materials.

Property and Equipment

Property  and  equipment  is recorded at cost.  Expenditures  for
major  improvements and additions are added to the  property  and
equipment  accounts while replacements, maintenance and  repairs,
which do not extend the life of the assets, are expensed. Certain
idle  property  and equipment with a basis and  approximate  fair
market  value  of $50,000 has been reclassified to property  held
for sale at September 30, 2003.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value.
Accounts  receivable are comprised of balances due from customers
net  of  estimated  allowances  for  uncollectible  accounts.  In
determining  collectibility, historical trends are evaluated  and
specific  customer issues are reviewed to arrive  at  appropriate
allowances. Accounts receivable are stated net of an allowance of
$10,000.

Depreciation and Amortization

Depreciation and amortization are computed by using the straight-
line  method  over the estimated useful lives of the assets.  The
estimated useful lives are summarized as follows:

<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003

               Furniture and fixtures           7 years
               Office and computer equipment    5 years
               Computer software                3 years
               Leasehold improvements           5 years

Financial Instruments

Fair  value  estimates discussed herein are  based  upon  certain
market   assumptions  and  pertinent  information  available   to
management  as  of  September 30, 2003. The  respective  carrying
value   of   certain   on-balance-sheet   financial   instruments
approximated  their  fair  values.  These  financial  instruments
include  cash,  accounts  receivable,  accounts  payable,   notes
payable  and convertible debentures. Fair values were assumed  to
approximate  carrying  values  for  these  financial  instruments
because  they are short term in nature and their carrying amounts
approximate fair values.

Long Lived Assets

The  carrying value of long-lived assets is reviewed on a regular
basis  for the existence of facts and circumstances that  suggest
impairment.  To  date,  no such impairment  has  been  indicated.
Should  there  be an impairment, in the future, the Company  will
measure the amount of the impairment based on the amount that the
carrying  value  of the impaired assets exceed  the  undiscounted
cash  flows expected to result from the use and eventual disposal
of the from the impaired assets.

Net Income (Loss) Per Common 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  in  which  the
Company  incurs losses common stock equivalents, if any, are  not
considered, as their effect would be anti dilutive.

Use of Estimates

The  preparation  of  financial  statements  in  conformity  with
accounting principles generally accepted in the United States  of
America  requires  management to make estimates  and  assumptions
that affect the amounts reported in the financial statements  and
accompanying  notes.  Actual  results  could  differ  from  those
estimates.

Advertising Costs

Advertising costs are charged to expense as incurred. Advertising
costs  charged  to  expense  included  in  selling,  general  and
administrative  expenses, amounted to $151,350 and  $251,503  for
the years ended September 30, 2002 and 2003.

Segment Information

The  Company follows SFAS 131, Disclosures about "Segments of  an
Enterprise  and  Related  Information."  Certain  information  is
disclosed,  per  SFAS 131, based on the way management  organizes
financial   information  for  making  operating   decisions   and
assessing performance. The Company currently operates in a single


<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003

segment   and   will   evaluate  additional  segment   disclosure
requirements as it expands its operations.

Income Taxes

The  Company follows SFAS 109 "Accounting for Income  Taxes"  for
recording the provision for income taxes. Deferred tax assets and
liabilities  are computed based upon the difference  between  the
financial   statement  and  income  tax  basis  of   assets   and
liabilities  using the enacted marginal tax rate applicable  when
the  related  asset or liability is expected to  be  realized  or
settled.  Deferred income tax expenses or benefits are  based  on
the  changes in the asset or liability each period. If  available
evidence  suggests  that it is more likely  than  not  that  some
portion or all of the deferred tax assets will not be realized, a
valuation allowance is required to reduce the deferred tax assets
to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision
for deferred income taxes in the period of change.

Stock-Based Compensation

The  Company accounts for equity instruments issued to  employees
for  services  based on the fair value of the equity  instruments
issued  and accounts for equity instruments issued to other  than
employees  based on the fair value of the consideration  received
or  the  fair value of the equity instruments, whichever is  more
reliably measurable.

The  Company accounts for stock based compensation in  accordance
with  SFAS  123,  "Accounting for Stock-Based Compensation."  The
provisions  of  SFAS  123 allow companies to either  expense  the
estimated  fair value of stock options or to continue  to  follow
the   intrinsic  value  method  set  forth  in  APB  Opinion  25,
"Accounting for Stock Issued to Employees" (APB 25) but  disclose
the pro forma effects on net income  (loss) had the fair value of
the options been expensed. The Company has elected to continue to
apply APB 25 in accounting for its stock option incentive plans.

Recent Pronouncements

In  May  2003, the Financial Accounting Standards Board  ("FASB")
issued  SFAS  150, "Accounting for Certain Financial  Instruments
with  Characteristics of both Liabilities and Equity."  SFAS  150
changes the accounting guidance for certain financial instruments
that,  under previous guidance, could be classified as equity  or
"mezzanine"  equity  by  now requiring those  instruments  to  be
classified  as  liabilities (or assets in some circumstances)  on
the   balance  sheet.  Further,  SFAS  150  requires   disclosure
regarding   the   terms  of  those  instruments  and   settlement
alternatives.  SFAS 150 is generally effective for all  financial
instruments entered into or modified after May 31, 2003,  and  is
otherwise effective at the beginning of the first interim  period
beginning  after June 15, 2003. The adoption of SFAS 150  in  the
first quarter of fiscal 2004 is not expected to have any material
impact on the Company's financial position, results of operations
or cash flows.

In December 2002, the FASB issued SFAS 148 "Accounting for Stock-
Based  Compensation--Transition and Disclosure--an  amendment  of
SFAS  123."  SFAS 148 provides alternative methods of  transition
for  a  voluntary  change  to  the fair  value  based  method  of
accounting  for  stock-based  employee  compensation   from   the
intrinsic value-based method of accounting prescribed by APB  25.
As  allowed  by SFAS 123, the Company has elected to continue  to
apply  the  intrinsic value-based method of accounting,  and  has
adopted  the  disclosure requirements of SFAS  123.  The  Company
currently  does  not anticipate adopting the provisions  of  SFAS
148.


<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003


In  July  2002, the FASB issued SFAS 146, "Accounting  for  Costs
Associated  with Exit or Disposal Activities." SFAS 146  provides
new guidance on the recognition of costs associated with exit  or
disposal activities. The standard requires companies to recognize
costs  associated with exit or disposal activities when they  are
incurred  rather than at the date of commitment  to  an  exit  or
disposal  plan. SFAS 146 supercedes previous accounting  guidance
provided  by  the EITF Issue No. 94-3 "Liability Recognition  for
Certain Employee Termination Benefits and Other Costs to Exit  an
Activity  (including Certain Costs Incurred in a Restructuring)."
EITF Issue No. 94-3 required recognition of costs at the date  of
commitment to an exit or disposal plan. SFAS 146 is to be applied
prospectively  to  exit  or disposal activities  initiated  after
December  31, 2002. Early application is permitted. The  adoption
of  SFAS  146 by the Company is not expected to have  a  material
impact   on   the  Company's  financial  position,   results   of
operations, or cash flows.

In  April  2002,  the FASB issued SFAS 145, "Rescission  of  FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and  Technical  Corrections." Among other things, this  statement
rescinds  FASB Statement No. 4, "Reporting Gains and Losses  from
Extinguishment of Debt" which required all gains and losses  from
extinguishment  of  debt  to  be  aggregated  and,  if  material,
classified  as an extraordinary item, net of related  income  tax
effect.  As  a  result,  the criteria  in  APB  Opinion  No.  30,
"Reporting the Results of Operations -- Reporting the Effects  of
Disposal  of a Segment of a Business, and Extraordinary,  Unusual
and Infrequently Occurring Events and Transactions," will now  be
used  to classify those gains and losses. The provisions of  SFAS
145  related  to  the  classification of debt extinguishment  are
effective for years beginning after May 15, 2002. The adoption of
SFAS 145 by the Company is not expected to have a material impact
on  the  Company's financial position, results of operations,  or
cash flows.

In  November  2001,  the  EITF  of  the  FASB  issued  EITF  01-9
"Accounting  for Consideration Given by a Vendor to a  Subscriber
(Including  a  Reseller  of the Vendor's  Products)."  EITF  01-9
provides   guidance   on  when  a  sales   incentive   or   other
consideration  given  should  be a reduction  of  revenue  or  an
expense and the timing of such recognition. The guidance provided
in EITF 01-9 is effective for financial statements for interim or
annual periods beginning after December 15, 2001. The adoption of
EITF  01-9 by the Company did not have a material impact  on  the
Company's financial statements.

In  August  2001, the FASB issued SFAS 144, "Accounting  for  the
Impairment  or Disposal of Long-Lived Assets." SFAS 144  provides
new  guidance  on the recognition of impairment losses  on  long-
lived  assets with definite lives to be held and used  or  to  be
disposed of and also issued the definition of what constitutes  a
discontinued  operation  and how the results  of  a  discontinued
operation are to be measured and presented. SFAS 144 is effective
for  fiscal years beginning after December 15, 2001. The adoption
of  SFAS  144  did  not have a material impact on  the  Company's
financial position, results of operations, or cash flows.

In  June  2001, the FASB issued SFAS 143, "Accounting  for  Asset
Retirement  Obligations." SFAS 143 requires the fair value  of  a
liability for an asset retirement obligation to be recognized  in
the  period that it is incurred if a reasonable estimate of  fair
value  can  be  made. The associated asset retirement  costs  are
capitalized  as  part of the carrying amount  of  the  long-lived
asset.  SFAS  143  is effective for fiscal years beginning  after
June 15, 2002. The adoption of SFAS 143 is not expected to have a
material  impact on the Company's financial position, results  of
operations or cash flows.

In  June  2001,  the  FASB issued SFAS 142, "Goodwill  and  Other
Intangible  Assets,"  which  provides  for  non-amortization   of
goodwill and intangible assets that have indefinite useful lives,
annual tests of impairments of those assets and interim tests  of
impairment  when an event occurs that more likely  than  not  has
reduced  the  fair  value  of  such assets.  The  statement  also
provides  specific  guidance about how to determine  and  measure


<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003


goodwill  impairments,  and  requires  additional  disclosure  of
information  about  goodwill  and other  intangible  assets.  The
provisions of this statement are required to be applied  starting
with  fiscal years beginning after December 15, 2001, and applied
to  all  goodwill and other intangible assets recognized  in  the
financial statements at that date. Goodwill and intangible assets
acquired  after  June  30,  2001 will  be  subject  to  the  non-
amortization  provisions of the statement. Early  application  is
permitted  for entities with fiscal years beginning  after  March
15,  2001,  provided that the first interim financial  statements
had  not  been issued previously. The Company's adoption  of  the
provisions  of  SFAS 142 did not have a material  impact  on  the
Company's  financial  position, results  of  operations  or  cash
flows.

In  June 2001, the FASB issued SFAS 141, "Business Combinations,"
which  is effective for all business combinations initiated after
June  30,  2001. SFAS 141 requires companies to account  for  all
business  combinations using the purchase method  of  accounting,
recognize intangible assets if certain criteria are met, as  well
as provide additional disclosures regarding business combinations
and  allocation of purchase price. The adoption of SFAS  141  did
not  have  a material impact on the Company's financial position,
results of operations or cash flows.

NOTE 2. PROPERTY AND EQUIPMENT

Property  and  equipment at September 30, 2003 consisted  of  the
following:

     Furniture and office equipment             $   65,916
     Computer equipment and  software               80,339
     Leasehold improvements                          7,657
                                                ----------
                                                   153,912
     Accumulated depreciation and amortization     (65,778)
                                                ----------
                                                $   88,134
                                                ==========

Depreciation  and  amortization  expense  for  the  years   ended
September 30, 2002 and 2003 was $23,908 and $28,244.

NOTE 3. NOTES PAYABLE - RELATED PARTIES

Notes  payable officers consisted of unsecured loans  payable  to
two  officers aggregating $272,500 bearing interest at 10%. These
notes are due on October 1, 2004.

During  October 2001 the Company entered into security  agreement
to  borrow  up to $1,000,000 from an affiliate and in conjunction
with  this refinanced certain loans into a $350,000 note  payable
due  during  January  2002 with interest at 7.5%  per  annum.  As
additional consideration for the loan, the Company issued  75,000
shares  of its common stock (see Note 6). During March  2002  the
Company  refinanced this obligation into a $500,000 note  payable
and  during 2003 borrowed an additional $375,000. This note bears
interest at 8% per annum, requires monthly interest payments  and
is   due   on  December  24,  2004.  The  Company  paid  interest
aggregating $21,414 and $63,565 during 2002 and 2003  related  to
this  note. Substantially all of the Company's assets secure this
loan.

Maturities  of related party notes are as follows: 2004  $20,000;
2005: $1,127,500

NOTE 4. CONVERTIBLE DEBENTURES

Convertible  debentures,  as of September  30,  2001,  aggregated
$159,500  maturing on July 31, 2002 and providing for  8%  annual


<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003


interest.  Each  $1,000 face value debenture is convertible  into
2,000  shares  of  common stock. Additionally, each  $1,000  face
value  debenture  includes 1,000 warrants, which are  convertible
into  1,000  shares  of  common stock at $25.00  per  share.  The
warrants  are non-detachable and expire on July 31, 2004.  During
July  2002  the  Company repaid $129,500 of these debentures  and
renewed  a $30,000 debenture at an 8% annual interest,  which  is
due on July 31, 2004.

During February through April 2002 the Company issued $400,000 of
8%  cumulative  convertible debentures due in May 2004  for  cash
aggregating $400,000. The debentures are convertible into  common
shares of the Company as follows:

   At any time after the Company's common stock price exceeds  $3
per share for a period of ten consecutive trading days the holder
may  convert 50% of the value of the debenture into common  stock
at the rate of $2.00 per common share (election to convert).

   The  remaining  50% of the debenture may be  redeemed  by  the
Company  for cash or may be converted into the number  of  common
shares  of the Company determined by dividing the balance of  the
value  of the debenture by the common stock price at the time  of
the election to convert.

Notwithstanding the above, on the 25th monthly anniversary of the
date of the investments the debentures automatically convert into
common stock as follows:

   50%  of the value of the debentures converts into common stock
at  the  rate of $2.00 per common share and the remaining 50%  of
the  value  of the debentures converts into the number of  common
shares  determined by dividing the balance of the  value  of  the
debentures  by  the  common  stock  price  at  the  25th  monthly
anniversary.

The  shares  of  common stock to be issued  upon  conversion  are
subject to certain registration rights.

Any difference between the fair market value of the common shares
and the conversion price shall be recorded as additional interest
on the debentures at the time of the conversion.

NOTE 5. INCOME TAXES

The  Company  accounts  for income taxes under  SFAS  109,  which
requires  use  of  the liability method. SFAS 109  provides  that
deferred  tax  assets and liabilities are recorded based  on  the
differences  between the tax bases of assets and liabilities  and
their carrying amounts for financial reporting purposes, referred
to  as temporary differences. Deferred tax assets and liabilities
at  the  end  of  each period are determined using the  currently
enacted  tax  rates applied to taxable income in the  periods  in
which the deferred tax assets and liabilities are expected to  be
settled or realized.

The  provision for income taxes differs from the amount  computed
by  applying  the  statutory federal income tax  rate  to  income
before provision for income taxes. The sources and tax effects of
the differences are as follows:

         Income tax provision at
          the federal statutory rate   34 %
         Effect of operating losses   (34)%
                                      ---
                                        -
                                      ===

<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003


As  of  September 30, 2003, the Company has a net operating  loss
carryforward  of  approximately $4,500,000.  This  loss  will  be
available  to  offset future taxable income. If  not  used,  this
carryforward will expire through 2023. The deferred tax asset  of
approximately   $1,500,000  relating  to   the   operating   loss
carryforward has been fully reserved at September 30, 2003.

NOTE 6. STOCKHOLDERS (DEFICIT)

During  February  2003  the Company affected  a  one  for  eighty
reverse stock split and during November 2003 the Company affected
a  four  to  one  forward stock split. All share  and  per  share
amounts have been restated to give effect to these splits.

Common stock

During  October 2001 the Company issued 36,750 shares  of  common
stock  to  a  consultant. The Company charged the fair  value  of
these shares of $183,750 to operations during the year.

During  October 2001 the Company issued 75,000 shares  of  common
stock  as  partial  consideration for a loan (see  Note  3).  The
Company  charged the fair value of these shares  of  $270,000  to
interest expense during the year ended September 30, 2002.

During  January  2002 the Company issued 4,165 shares  of  common
stock  in  exchange for services. The Company  charged  the  fair
value of theses shares of $22,491 to operations during the year.

During  January 2002 the Company agreed to issue 5,000 shares  of
common stock for cash aggregating $10,000. The difference between
the  price  paid  for the shares and their fair market  value  of
$17,000  has  been charged to operations during the  year.  These
shares were issued during May 2002.

During  the  quarter ended March 31, 2002 the Company  agreed  to
issue 40,000 shares of common stock to officers for services. The
Company  charged the fair value of these shares  of  $198,000  to
operations  during  the period. These shares have  not  yet  been
issued.

During  April  2002 the Company issued 50,000  shares  of  common
stock to officers pursuant to the exercise of stock options.  The
Company  has  recorded  the amount due  from  these  officers  of
$130,000  as a receivable for common stock. Subsequently  $44,540
was paid to the Company by one of the officers.

During May 2002 the Company issued 50,000 shares of common  stock
to  officers  and a consultant for services. The Company  charged
the  fair  value  of these shares of $301,000 to  operations.  In
addition,  during  May 2002 the Company issued  2,000  shares  of
common  stock for cash aggregating $4,000. The difference between
the  price  paid  for the shares and their fair market  value  of
$4,000 has been charged to operations.

During July 2002 the Company issued 5,000 shares of common  stock
for services. The Company charged the fair value of the shares of
$22,000 to operations.

During September 2002 the Company rescinded the issuance of 5,750
shares  of  common stock valued at $20,125 that it had agreed  to
issue during the year ended September 30, 2001.

During January 2003 the Company commenced a private placement  of
units consisting of common stock and warrants. This offering  was
terminated during March 2003.


<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003


During March 2003 the Company repriced 50,000 options held by  an
officer from $10.80 to $4.95, which was the fair market value  of
the  common shares underlying the options on the repricing  date.
The underlying shares have been registered pursuant to a Form S-8
Registration  Statement. This officer exercised this  option  and
received  200,000  common shares in the  cashless  exercise.  The
aggregate  value  for the shares of $247,500  is  due  from  this
officer at such time as he sells the shares and has been recorded
as a receivable for common stock.

During April 2003 the Company repriced 2,500,000 options held  by
an  officer from prices ranging from $10.80 to $24.00  to  $4.95,
which  was  the fair market value of the common shares underlying
the  options  on the repricing date. The underlying  shares  have
been  registered  pursuant to a Form S-8 Registration  Statement.
This  officer  exercised 100,000 of these  options  and  received
400,000  common  shares in the cashless exercise.  The  aggregate
value for the shares of $495,000 is due from this officer at such
time as he sells the shares and has been recorded as a receivable
for common stock.

As  of  September 30, 2003 $75,735 had been paid related  to  the
above option exercises.

Stock-based Compensation

During  the  year  ended September 30, 2002, the  Company  issued
options  to purchase shares of common stock to certain  employees
and  non-employees.  Compensation  costs  charged  to  operations
aggregated $74,000 for the year ended September 30, 2002.

During  the  year  ended September 30, 2003, the  Company  issued
options  to purchase shares of common stock to certain  employees
and officers. Compensation costs charged to operations aggregated
$0 for the year ended September 30, 2003.

SFAS  123  requires  the Company to provide proforma  information
regarding  net  income and earnings per share as if  compensation
cost for the Company's stock option plans had been determined  in
accordance  with the fair value based method prescribed  in  SFAS
123. The fair value of the option grants is estimated on the date
of  grant  utilizing the Black-Scholes option pricing model  with
the  following weighted average assumptions for grants during the
years ended September 30, 2002 and 2003: expected life of options
of  3 to 5 years, expected volatility of 178% and 367%, risk-free
interest  rate of 3% and 3% and no dividend yield.  The  weighted
average  fair  value  at the date of grant  for  options  granted
during  the  years ended September 30, 2002 and 2003 approximated
$.16   and   $1.28  per  option.  These  results   may   not   be
representative of those to be expected in future years.

Under the provisions of SFAS 123, the Company's net income (loss)
and earnings (loss) per share would have been reduced (increased)
to the proforma amounts indicated below:

<TABLE>
<CAPTION>

                                         2002           2003
                                    ------------   ------------
<S>                                 <C>            <C>
Net (loss)
     As reported                    $ (1,331,285)  $   (592,843)
     Proforma                       $ (2,131,285)  $   (641,123)

Basic and diluted (loss) per share
     As reported                        $(2.34)         $(.65)
     Proforma                           $(3.75)         $(.70)
</TABLE>


<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003


A summary of stock option activity is as follows:

<TABLE>
<CAPTION>
                                                Weighted    Weighted
                                     Number     average     average
                                       of       exercise      fair
                                     shares       price       value
                                   ----------   --------    --------
<S>                                <C>          <C>         <C>
     Balance at
       September 30, 2001           5,716,200
     Granted                        5,340,000    $1.24        $1.24
     Exercised/Forfeited           (1,775,000)   $1.24        $1.24
                                   ----------
     Balance at
       September 30, 2002           9,281,200    $1.24
     Granted                           38,000    $1.28        $1.28
     Exercised/Forfeited             (150,000)   $1.24        $1.24
                                   ----------
     Balance at
       September 30, 2003           9,169,200    $1.24        $1.24
</TABLE>


The  following  table  summarizes information  about  fixed-price
stock options at September 30, 2003:

<TABLE>
<CAPTION>

                              Outstanding                   Exercisable
                              -----------                   -----------

                    Weighted     Weighted    Weighted-
                    Average       Average     Average
Exercise            Number      Contractual   Exercise      Number      Exercise
Prices            Outstanding      Life        Price      Exercisable     Price
--------          -----------   -----------  ---------    -----------   --------
<S>               <C>           <C>          <C>          <C>           <C>
 $4.95              9,120,000    6.0 years     $ 1.24       9,120,000     $ 1.24
$5.00 to $5.25         38,000    5.0 years     $ 1.28          38,000     $ 1.28
$20.00 to $200.00      11,200    1.0 year      $25.00          11,200     $25.00
                  -----------                             -----------
                    9,169,200                               9,169,200
                  ===========                             ===========
</TABLE>

NOTE 8. COMMITMENTS AND CONTINGENCIES

Operating Leases

The  Company leases its office facilities under operating  leases
for  gross  monthly rent, including common area  maintenance,  of
approximately  $6,200. The office lease provides  for  no  annual
cost  of  living adjustments in the base rent and  the  warehouse
leases provide for fixed annual increases in the base rent.

Future  minimum lease payments under all non-cancelable operating
leases  for years ending subsequent to September 30, 2003 are  as
follows:

     2004    $    97,800
     2005         74,400
     2006         74,400
     2007         74,400
     2008         74,400
     2009         18,600
             -----------
             $   414,000
             ===========


<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003


Rent expense for the years ended September 30, 2002 and 2003  was
$342,900 and $228,901.

Employment Contracts

On  September 27, 2002 the Company entered into 5-year employment
contracts  with  2  officers. Each contract provides  for  annual
salary payments aggregating $150,000 plus a bonus equal to  1.66%
of  the  Company's pre tax income or net cash-flow  whichever  is
greater.  The  contracts  were  to  become  effective  until  the
completion of the proposed private placement described in Note 6.
These contracts were never effected due to the termination of the
private placement.

Litigation

The  Company is involved in various legal actions arising in  the
normal  course of business including a case in which the  Company
was  seeking payment on an open account aggregating approximately
$42,000  and in which a counter suit had been filed in which  the
plaintiff  was  seeking damages of approximately  $1,200,000  for
breach  of contract. During April 2003 this suit was settled  for
the full amount of the Company's claim of $42,000.

During  May  2003 Global Healthcare Laboratories, Inc. ("Global")
made  a claim against the Company for breach of contract under  a
master license agreement. The tentative trial date is set for May
2004.  Management cannot predict the outcome of  the  proceedings
but contends that Global committed fraud and multiple breaches of
the master license agreement and that the claim is without merit.
The  Company intends to vigorously defend the action. The Company
is  currently  awaiting  the  filing of  Global's  third  amended
complaint,  which  will  purportedly assert  claims  against  the
Company with a present value of approximately $9 million.

Other

During  July 2002 the Company entered into an agreement with  the
manufacturer  of  several of its products,  whereby  the  Company
would  acquire  all  of  the outstanding  common  shares  of  the
manufacturer  and  certain  related entities  for  $2,000,000  in
shares  of common stock at the Company's stock value at  closing,
$3,000,000  in  cash and $2,000,000 evidenced by a  note  payable
over  3  years  with  interest at  8%  per  annum.  The  note  is
convertible  into  common shares of the Company  at  the  average
price  of  the Company's common stock for the five business  days
prior  to  conversion  This acquisition was contingent  upon  the
Company   obtaining  the  necessary  funding  to   complete   the
transaction  which at a minimum must aggregate $12,000,000.  This
agreement was cancelled during March 2003.

NOTE 9. CONCENTRATIONS

During  years  ended  September 30, 2002 and  2002,  the  Company
derived  substantially all of its revenue from the  sale  of  one
product,  SNORENZ. Credit is granted to their  customers  in  the
normal course of business.

The  Company  derived 40%, 13% and 12% of its  total  sales  from
three  major customers during the year ended September  30,  2002
and  57%  of its total sales from one major customers during  the
year  ended September 30, 2003. At September 30, 2003 outstanding
accounts receivable from this one customer accounted for  65%  of
net accounts receivable.

The Company has an exclusive contract with a single manufacturing
company to produce SNORENZ.



<PAGE>

                        Med Gen, Inc.
                Notes to Financial Statements
                      September 30, 2003


NOTE 10. RELATED PARTY TRANSACTIONS

Receivables from affiliates

During  the years ended September 30, 2002 the Company wrote  off
advances  and  accounts  receivable aggregating  $10,908  as  bad
debts.

During  the  years ended September 30, 2002 and 2003 the  Company
paid consulting fees to the affiliated entity discussed in Note 3
aggregating $54,450 and $81,831.

NOTE 11. SUBSEQUENT EVENTS

From  October  1,  2003 to November 30, 2003  officers  exercised
735,000  of  the  options discussed in Note 6  and  the  received
2,940,000  common shares in the cashless exercise. The  aggregate
value for the shares of $3,638,250 is due from these officers  at
such  time  as  they sells the shares and will be recorded  as  a
receivable for common stock.

From  October  1, 2003 to November 2003 $242,243  had  been  paid
related to the option exercises

During  November  2004  the  Company issued  747,600  options  to
purchase common stock at an exercise price of $1.34 per share  to
a consultant.

During  November 2003 the Company entered into a term sheet  with
an  investment  banker for a proposed offering of  a  minimum  of
$600,000  and  a maximum of $800,000 in 5% convertible  preferred
securities  pursuant  to Regulation D. The preferred  shares  are
convertible  into common shares at $1.00 per share. In  addition,
each  ten  shares  of preferred stock entitles the  purchaser  to
receive  2 three year warrants to purchase common shares  of  the
Company  at 110% of the conversion price at the time of  closing.
The  Company has agreed to pay a fee to the investment banker  of
10%  of the cash raised and warrants to purchase shares of common
stock  equal to 20% of the common shares which may be  issued  in
the  proposed  offering  at an exercise  price  of  110%  of  the
conversion price at the time of closing. All shares and  warrants
carry certain registration rights.


<PAGE>