UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                           FORM 10-KSB/A


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


               Date of Report: September 30, 2004


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


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



7284 W. Palmetto Park Road, Suite 207, 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,
2004 were  $1,043,100.68. As of September 30, 2004, Registrant
had 24,936,447 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 $1,347,309.80. This calculation
is based upon the 10,608,739 shares held by non-affiliates and a
price of $.127 cents per share, which was the bid price at the
close of trading September 30,2004.

Transitional  Small  Business  Disclosure
Format (check one).     Yes [ ]         No [X]


                                                                     1

<PAGE>


TABLE OF CONTENTS
-----------------
                              INDEX

PAGE

PART I

Item 1.    Description Of Business.                                        3
-------

Item 2.    Description Of Property.                                        11
-------

Item 3.    Legal Proceedings.                                              11
-------

Item 4.    Submission Of Matters To A Vote Of Security Holders.            12
-------

PART II

Item 5.    Market For Common Equity And Related Stockholder Matters.       12
-------

Item 6.    Management's Discussion And Analysis Or Plan Of Operation.      14
-------

Item 7.    Financial Statements.
-------

Item 8.    Changes In And Disagreements With Accountants On
-------    Accounting And Financial Disclosure.                            17

Item 8A.   Controls And Procedures                                         17

PART III

Item 9.    Directors, Executive Officers, Promoters And Control
-------    Persons; Compliance With Section 16(A) Of The Exchange Act      18

Item 10.   Executive Compensation                                          19
--------

Item 11.   Security Ownership Of Certain Beneficial Owners And Management  20
--------

Item 12.   Certain Relationships And Related Transactions                  20
--------

Item 13.   Exhibits And Reports On Form 8-K                                21
--------

Item 14.  Principal Accountant and Services.                               22
--------

Signatures                                                                 23
----------


                                                                     2

<PAGE>


PART I

FORWARD LOOKING STATEMENTS

The information in this Annual Report on Form 10-KSB contains
forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-
looking statements involve risks and uncertainties, including
statements regarding Med Gen, Inc. capital needs, business
strategy and expectations. Any statements contained herein that
are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will",
"should", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of
such terms or other comparable terminology. Actual events or
results may differ materially. In evaluating these statements,
you should consider various factors, including the risks outlined
below, and, from time to time, in other reports Med Gen, Inc.
files with the SEC. These factors may cause Med Gen, Inc actual
results to differ materially from any forward-looking statement.
Med Gen,Inc disclaims any obligation to publicly update these
statements, or disclose any difference between its actual results
and those reflected in these statements. The information
constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.

CURRENCY

All dollar amounts in this Annual Report on Form 10-KSB are
presented in United States dollars unless otherwise indicated.


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 207,  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


                                                                     3

<PAGE>

this  market's  size at $30 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.The Company also markets  Snorenz  under
several private labels for other distributors. Snoraway  i s the
label that is reserved predominately  for the  European  market.


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

Several  other  products are expected to be  introduced  in  2005
although  the introductions are dependent upon necessary  capital
resources.

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
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.

                                                                     4

<PAGE>


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
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.

In 2002, the Company completed a double blind study at Northwestern
Hospital's Sleep Center  in  Atlanta, GA, under the direction of Dr.
Samuel  Mickelson of  the  Advanced  Ear Nose  and  Throat P.C. The
results of that study concluded that Snorenz is an effective product
to reduce the noise associated with 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.

                                                                     5

<PAGE>


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
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.

                                                                     6

<PAGE>


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]
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.


                                                                     7

<PAGE>


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).
                 -----------------      -----------------

Marketing
---------

Med Gen products are currently sold over the counter by more than
28,000 retail stores nationwide and also sold by distributors
overseas. A partial list of retailers that carry Med Gen
brands in the  United  States  are:   Albertsons Supermarkets,
American Stores(a division of Albertsons which includes Jewel Stores,
Jewel T Stores, Osco Drugs  and  Sav-On Drugs),  Brooks Pharmacy,
Cardinale Distributing  CVS, Duane Reade, Discount Drug Mart,
Giant  Eagle, Gristedes Hannaford Brothers,Kinray Distributing,
Kohl and Frisch, Meijers, Northside Distributing, Walgreens and
Wal-Mart.

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

Med Gen Inc.  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.

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.


                                                                     8

<PAGE>

           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: Breathe Right[R] and its product Breathe Right[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 2004, the Company's three largest customers  were
Wal-Mart, Walgreens  and Eckerd which  represented  66%  of  the
Company's annual sales that year with WalMart accounting for 41%.
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, Duane Reade (260 stores),
Gristedes (50 stores) and Meijers (160 stores) as  well as several
International markets. In addition, an all natural "Sleep-aid" is in
development for the Company's largest account. "Spreading" the
business to new accounts 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.

                                                                     9

<PAGE>



The  Company  expects to show steady and important  increases  in
future sales on its internet site.  During the second quarter  of
fiscal  2005 (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 registered Snorenz in Korea and Snoraway and
Good Night's Sleep in all countries participating in the EU as a
Community Trademark.

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.



10

<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, Secretary and Chief Executive Officer of the
Company; Paul S. Mitchell is President, Treasurer and Chief Operating
Officer; and Jack Chien is Chief Financial Officer.



ITEM 2.   DESCRIPTION OF PROPERTY

The office is located at 7284 W. Palmetto Park Road, Suite  106,
Boca Raton, Florida 33433.  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.


11

<PAGE>


On December 15th, 2003 the Company negotiated itself out
of its lease opting to significantly reduce its rent to
$6200 per month. The company moved to Suite #207 at the same
location address. All phone numbers remained the same.


ITEM 3.   LEGAL PROCEEDINGS:

During May 2003 Global Healthcare Laboratories, Inc. ("Global")
made a claim against the Company for breach of contract under a
master license agreement. A trial was held in August 2004 and a
jury verdict in the sum of $2,501,191  was awarded in favor of the
plaintiff's. The Company subsequently settled the judgment on
December 3rd, 2004. The basic terms of the settlement are the payment
of the sum of $200,000 to plaintiffs, spread over a 4-5 month period
and the registration of 8,000,000 common shares by January 15th, 2005.
The Company has paid the first two installments totaling $50,000
dollars on a timely basis.


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, 2004, there were approximately 252
Common Stock shareholders consisting of both registered shareholders
and those being held by the Deposit Trust Corporation in street name.
Of the 24,936,447 shares outstanding,12,309,861 were restricted and
12,626,586 were non-restricted.

As  of  December 15,2004,the latest date pre-filing of  this
report the company, as a result of additional stock issuances and
option  exercises, has 26,936,447 shares outstanding,12,309,861 are
restricted and 14,626,586 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 thru
2004. The following high and low bid prices reflect inter-dealer
prices without retail markup, markdown or commission, and may not
represent actual transactions.



12

<PAGE>


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

<TABLE>
<CAPTION>


  Fiscal 2002- 2004                     High        Low
  -----------                           ----        ---
<S>                                     <C>         <C>

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
October    2003                         1.437       1.1875
November   2003                         2.15        1.25
December   2003 (end first quarter)     1.80        0.95
January    2004                         1.19        0.44
February*  2004                         0.90        0.40
March      2004 (end second quarter)    1.15        0.75
April      2004                         1.312       0.62
May        2004                         1.18        0.75
June       2004 (end third quarter)     1.43        0.55
July       2004                         0.535       0.34
August     2004                         0.70        0.012
September  2004                         0.224       0.065


</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, 2004,the bid price of MDGN shares was $0.127 and
the asked price was $0.1480

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

                                                                     13

<PAGE>


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

The following discussion of our financial condition and our
subsidiaries and our results of operations should be read
together with the consolidated financial statements and related
notes that are included later in this Annual Report on Form 10-
KSB. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking
statements as a result of various factors, including those set
forth under Risk Factors or in other parts of this Annual Report
on Form 10-KSB.

Twelve months ended September 30, 2004
Compared with twelve months ended September 30, 2003
----------------------------------------------------

GENERAL

The Company has been headquartered at 7284 West Palmetto Park
Road, Boca Raton, Florida 33433, since December 1999.
It leases a 2200 square foot facility.  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, 2004, net sales
decreased 54.78% to $1,043,101 from $2,306,648 in the prior year.
The decrease in sales was due primarily to three factors:
(1) A multi-million dollar advertising campaign by our direct
competitor Breath-Rite in all of our retail markets which led
them to dominate the point of purchase sale to the consumer and
(2)The successful launch by  several of our retailers of
competitively priced "generic" snoring products which gave the
consumers more products to choose from when making a purchase.
Coupled with these factors were (3) The Company's lack of
substantial advertising budget which did not allow the Company to
affect the consumers purchasing decisions and led to a substantial
loss of revenue until late in the year when the Company began
expending significant amounts on advertising.


Gross profit for the twelve months ended September 30, 2004 was
$606,567 versus $1,509,236 for the same period a year ago, a
decrease of 59.81%. This decrease relates to a substantial
decrease in total sales volume for the fiscal year.
Gross profit margins for the years 2003 were 65.42% and 2004 were
58.15%. The decline in the gross profit margins was attributable to
higher costs for raw materials and less of a volume discount was
granted by the manufacturer.


For the twelve-month period ended September 30, 2004 selling,
general, administrative expenses increased to $9,664,294 from
$1,958,192, an increase of 493.53%. The substantial increase is
due to the expensing of the costs of the litigation which amounted
to $200,000 and non-cash stock compensation of $6,616,425 resulting
from the settlement of the above litigation in the amount of
$1,120,000, a reduction of the receivable for common stock
from certain officers which resulted in a charge to operations of
$5,081,325, common stock issued for services of $302,600 and the
fair value of stock options issued of $112,500. In addition, the
Company paid approximately $450,000 to an affiliated entity for
consulting fees and incurred significant legal expenses related
to the litigation discussed above.

Management does not believe these types of operating expenses for
the next fiscal year will continue.


                                                                     14

<PAGE>


The operating loss increased to $(9,057,727) as opposed to a loss
of $(448,956) for the same twelve months period, in the prior
year.

For the twelve-month periods interest expense decreased to
$113,597 from $116,966 primarily as a result of a decrease in
borrowings.

For the twelve months ended September 30, 2004, the Company
reported a loss of $9,171,324 ($0.77 per share) versus a loss of
$592,843 ($0.65 per share) for the same fiscal period, a year
ago.

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

Cash on hand at September 30th,2004 was $213,708 and the Company
had working capital of $58,597 at September 30, 2004.

Net cash used in operating activities was $2,060,531 during the
twelve months ended September 30, 2004 as compared to $554,434 in
the year earlier. This increase is attributed principally to
the net loss adjusted for non-cash stock compensation of
$6,616,425.

Net cash used in investing activities was $-0- during the
twelve months ended September 30, 2004.

Net cash provided by financing activities was $2,183,448 during
the twelve months ended September 30, 2004, which consisted
principally of proceeds from a stock offering pursuant to
Regulation "S" ($2,216,775), the payment of option exercises
($1,059,173) and the proceeds from related party loans ($340,200)
reduced by the repayment of related party loans ($1,312,700).

The Company launched its first advertising campaign in May -June
of 2004 in order to support the sales of its products Good
Night's Sleep[TM] and SnorEnz[R] brand. A second advertising
campaign was launched in November-December 2004.The Company intends
to seek additional funding in 2005 either through the sale of
common stock or the exercise of additional options.
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.

Going Concern

The  Company's  financial statements are  presented  on  a  going
concern  basis, which contemplates the realization of assets  and
satisfaction of liabilities in the normal course of business.

The  Company  has experienced a significant loss from  operations
including  the  settlement of certain litigation. For  the  years
ended  September  30,  2004 and 2003, the  Company  incurred  net
losses of $9,171,324 and $592,843.

The  Company's  ability  to  continue  as  a  going  concern   is
contingent  upon  its  ability  to secure  additional  financing,
increase  ownership equity and attain profitable  operations.  In
addition,  the  Company's ability to continue as a going  concern
must  be  considered  in  light of  the  problems,  expenses  and
complications frequently encountered in established  markets  and
the competitive environment in which the Company operates.


                                                                     15

<PAGE>


The  Company is pursuing financing for its operations and seeking
additional  investments. In addition, the Company is  seeking  to
expand  its  revenue base by adding new customers and  increasing
its  advertising. Failure to secure such financing  or  to  raise
additional  equity  capital and to expand its  revenue  base  may
result in the Company depleting its available funds and not being
able pay its obligations.

The  financial  statements  do not  include  any  adjustments  to
reflect  the  possible future effects on the  recoverability  and
classification  of  assets or the amounts and  classification  of
liabilities  that may result from the possible inability  of  the
Company to continue as a going concern.

CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance
with accounting principles generally accepted in the United
States, and make estimates and assumptions that affect our
reported amounts of assets, liabilities, revenue and expenses,
and the related disclosures of contingent liabilities. We base
our estimates on historical experience and other assumptions that
we believe are reasonable in the circumstances. Actual results
may differ from these estimates.

The following critical accounting policies affect our more
significant estimates and assumptions used in preparing our
consolidated financial statements.

Revenue Recognition

In general, the Company records revenue when persuasive evidence
of an arrangement exists, services have been rendered or product
delivery has occurred, the sales price to the customer is fixed
or determinable, and collectability is reasonably assured. The
following policies reflect specific criteria for the various
revenues streams of the Company:

Revenue is recognized at the time the product is delivered.
Provision for sales returns will be estimated based on the
Company's historical return experience. Revenue is presented net
of returns.

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.


                                                                     16

<PAGE>


Changes  in our business priorities or model in the future  could
materially  impact our reported revenue and cash  flow.  Although
such  changes  are  not  currently contemplated,  they  could  be
required in response to industry or customer developments.

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, 2004 audited financial statements.




ITEM 7.   FINANCIAL STATEMENTS

End of report

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None

Item 8A. CONTROLS AND PROCEDURES

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
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.

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


                                                                     17

<PAGE>


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.

----------------------------




                             PART III
                             --------

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

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

Paul B. Kravitz        72       Chairman; Chief Executive Officer
                                Secretary and Director

Paul S. Mitchell       51       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. In 2002 at the Annual shareholders meeting the
shareholders
elected the Board of Directors for a three year term. Officers
were elected for the same term  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.

Paul B. Kravitz (72) 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
Snorenz[R],  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


                                                                     18

<PAGE>


Furniture Company, Inc., and Furniture Resources International,
Inc.) whose operations encompassed manufacturing of and marketing
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  SNORenz[R] 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  (51) 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   Compensation  Stock         Awards
-------------         ----    ------   -----   ------------  ----------    ------
<S>                   <C>     <C>      <C>     <C>           <C>           <C>

Paul B. Kravitz,      2004     65,000   -0-    Options          -0-          -0-
Chairman & CEO,       2003     65,000   -0-    Options          -0-          -0-
 Director             2002     78,000   -0-    Options          -0-          -0-

Paul S. Mitchell      2004     65,000   -0-    Options          -0-          -0-
President & COO,      2003     65,000   -0-    Options          -0-          -0
 Director             2002     78,000   -0-    Options          -0-          -0-

</TABLE>



                                                                     19

<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
                   Beneficial Owner          Beneficial Owner       Class
------------------------------------------------------------------------------
<S>                <C>                       <C>                     <C>

Common Stock       Paul B. Kravitz
                   4320 NW 101 Drive
                   Coral Springs, FL 33065   3,519,948               14.11%
------------------------------------------------------------------------------

Common Stock       Paul S. Mitchell
                   7284 W. Palmetto Pk Rd    1,179,613                4.73%
                   Boca Raton, FL  33433
------------------------------------------------------------------------------

                   Directors and Executive
                   Officers as a group
                   (2 persons)               4,699,561               18.84%
------------------------------------------------------------------------------

</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.


                                                                     20

<PAGE>


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 five 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
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.


In 2002 the Company filed a Form S-8 Registration Statement and granted
Mrs. Kravitz and Mitchell 10,270,000 cashless options.In 2002
Mr. Kravitz exercised and sold 1,000,00 of these shares. In 2003
Mr Kravitz exercised and sold 585,000 shares and Mr. Mitchell
exercised and sold 300,000 of these shares.In 2004 Mr Kravitz
exercised 3,550,000 and sold 103,702 of these shares and Mr
Mitchell exercised and sold 4,835,000 of these shares.
Mr. Kravitz presently owns 3,446,298 common shares of stock which he
exercised as cashless options at an exercise price of .012 cents.
These shares were registered under Form S-8 in 2002 as part of an
Employee Stock Option Plan.

Mr. Kravitz presently owns an additional 2,000,000 shares which he
exercised at $0.10. These options were registered under Form S-8 in 2004
and are also a cashless exercise. Mr. Mitchell currently owns no shares
of common stock.

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

EXHIBIT
NUMBER     DESCRIPTION

31.1   Certification of Chief Executive Officer and Chief Financial
       Officer pursuant to Section 302 of the Sarbanes-Oxley
       Act of 2002(1)

32.1   Certification of Chief Executive Officer and Chief
       Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350,
       as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
       2002(1)

                                                                     21

<PAGE>


(1) Filed as an exhibit to this Annual Report on Form 10-KSB



(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' (Deficit)
                  Statements of Cash Flows
                  Notes to Financial Statements

(c)  Reports on Form 8K: The Company filed Form 8K on 10-31-2003,
     And 8-10-2004 and an amended Form 8-K on 8-24-2004.


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. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a) Audit Fees

Total audit fees billed for professional services rendered by our
principal accountant for the audit of our annual financial
statements and review of financial statements included in our
Form 10-QSB will total US $25,000 (2003- $29,500)

(b) Audit-Related Fees

During fiscal 2004 we were not required to incur any additional
audit-related fees in preparation of our financial statements or
otherwise (2003 - $nil)

(c) Tax Fees

We do not engage our principal accountant to assist with the
preparation or review of our annual tax filings. We do, however,
engage an outside tax consultant to provide this service. In
fiscal 2004 we will pay $1500 (2003- $1,500)

(d) All Other Fees

During fiscal 2004 we did not incur any other fees other than
assurance and tax consulting fees disclosed in items 14 (a) and
14 (c) (2003 - $nil)

(e) Audit Committees Pre-approval Policy
The audit committee pre-approval policies include annually
approving the principal accountants and a detailed review and
discussion of the principal accountants current year audit
engagement letter and fees estimate.

                                                                     22

<PAGE>



                               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: December 30, 2004



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

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


                                                                     23

<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: December 30, 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:  December 30, 2004

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


<PAGE>


                             MED GEN, INC.
                         FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2004
                            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,  2004,  and  the  related  statements  of
operations, stockholders' (deficit) and cash flows for the  years
ended September 30, 2004 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 of
the  Public  Company Accounting Oversight Board (United  States).
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, 2004, and results  of  its
operations  and its cash flows for the years ended September  30,
2004 and 2003, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming
that  the Company will continue as a going concern.  As discussed
in  Note  2 to the financial statements, the Company has incurred
significant  losses from operations and has working  capital  and
stockholder  deficiencies. These factors raise substantial  doubt
about  the  Company's  ability to continue as  a  going  concern.
Management's plans in regard to this matter are also discussed in
Note  2.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


Stark Winter Schenkein & Co., LLP

/s/Stark Winter Schenkein & Co., LLP


Denver, Colorado
December 27, 2004


<PAGE>


                           Med Gen, Inc.
                          Balance Sheet
                       September 30, 2004

ASSETS

Current Assets
   Cash and cash equivalents                           $       213,708
    Accounts receivable, net of reserve of $10,000             178,390
    Inventory                                                  120,869
    Other current assets                                         5,700
                                                       ----------------
      Total Current Assets                                     518,667
                                                       ----------------

Property and Equipment, net                                     57,425
                                                       ----------------

Other Assets
    Deposits and other                                          33,772
                                                       ----------------

                                                       $       609,864
                                                       ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable                                    $        85,070
   Accrued expenses                                            200,000
   Notes payable - related parties                             175,000
                                                       ----------------
      Total Current Liabilities                                460,070
                                                       ----------------
Stockholders' Equity
   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, 24,936,447 shares
     issued and outstanding                                     24,936
   Paid in capital                                          14,384,348
   Accumulated (deficit)
(14,204,863)
                                                       ----------------
                                                               204,421
   Receivable for common stock
(54,627)
                                                       ----------------
                                                               149,794
                                                       ----------------

                                                       $       609,864
                                                       ================

         See accompanying notes to the financial statements.


<PAGE>



                           Med Gen, Inc.
                     Statements of Operations
           For the Years Ended September 30, 2004 and 2003


<TABLE>
<CAPTION>

                                             2004               2003
                                        -------------       -------------
<S>                                     <C>                 <C>

Net sales                               $   1,043,101       $   2,306,648

Cost of sales                                 436,534             797,412
                                        -------------       -------------

Gross profit                                  606,567           1,509,236
                                        -------------       -------------
Operating expenses:
  Non cash stock compensation               6,616,425                   -
  Selling, general and
    administrative expenses                 3,047,869           1,958,192
                                        -------------       -------------
                                            9,664,294           1,958,192
                                        -------------       -------------

(Loss) from operations                     (9,057,727)           (448,956)
                                        -------------       -------------
Other (income) expense:
 Other expense                                      -              26,921
 Interest expense                             113,597             116,966
                                        -------------       -------------
                                              113,597             143,887
                                        -------------       -------------

Net (loss)                              $  (9,171,324)      $    (592,843)
                                        =============       =============

Per share information - basic and
  fully diluted:

Weighted average shares outstanding        11,891,848             910,072
                                        =============       =============

Net (loss) per share                    $       (0.77)      $       (0.65)
                                        =============       =============
</TABLE>

         See accompanying notes to the financial statements.

<PAGE>


                     Med Gen, Inc.
           Statement of Stockholders' Equity
    For the Years Ended September 30, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                         Receivable
                                         Common Stock         Additional      Treasury   for Common    Accumulated
                                     Shares       Amount    Paid in Capital     Stock       Stock         Deficit         Total
                                    -------      --------   ---------------   ----------  ----------   -------------   -----------
<S>                                 <C>          <C>        <C>               <C>         <C>          <C>             <C>

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)

Common stock issued pursuant to
 Regulation S Offerings          11,764,294        11,764        2,115,011            -           -               -     2,126,775
Payment on option exercise                -             -                -            -   1,059,173               -     1,059,173
Common stock issued for services    320,000           320          302,280            -           -               -       302,600
Stock options issued                      -             -          112,500            -           -               -       112,500
Exercise of stock options        11,325,000        11,325        5,431,575            -  (5,442,900)              -             -
Reduction in exercise price of
 stock options                            -             -                -            -   5,081,325               -     5,081,325
Conversion of notes payable         302,013           302          399,698                                                400,000
Stock issuable pursuant to
 settlement of litigation                 -             -        1,120,000            -           -               -     1,120,000
  Net (loss) for the year                 -             -                -            -           -      (9,171,324)   (9,171,324)
                                  ---------      --------    -------------    ---------   ---------    ------------     ---------
Balance September 30, 2004       24,936,447      $ 24,936     $ 14,384,348    $       -   $ (54,627)   $(14,204,863)   $  149,794
                                 ==========      ========    =============    =========   =========    ============    ==========

</TABLE>


         See accompanying notes to the financial statements.


                     Med Gen, Inc.
               Statements of Cash Flows
    For the Years Ended September 30, 2004 and 2003

<TABLE>
<CAPTION>

                                                                2004             2003
                                                           -------------     ------------
<S>                                                        <C>               <C>

Cash flows from operating activities:
Net (loss)                                                 $  (9,171,324)    $   (592,843)
  Adjustments to reconcile net (loss) to net cash
  (used in) operating activities:
  Depreciation and amortization                                   30,709           28,244
  (Loss) on disposition of property and equipment                      -           28,322
  Allowance for doubtful accounts                                      -           60,000
  Common shares and options issued for services                6,616,425                -
Changes in assets and liabilities:
  (Increase) decrease in accounts receivable                     323,042          (56,418)
  Decrease in inventory                                           97,817           38,327
  Decrease in other current assets                                15,700              729
  Decrease in deposits and other assets                           90,297            1,404
  (Decrease) in accounts payable                                (263,197)         (62,199)
  Increase in accrued expenses                                   200,000                -
                                                           -------------     ------------
Net cash (used in) operating activities                       (2,060,531)        (554,434)
                                                           -------------     ------------
Cash flows from investing activities:
  Acquisition of property and equipment                                -          (23,873)
                                                           -------------     ------------
Net cash (used in) investing activities                                -          (23,873)
                                                           -------------     ------------
Cash flows from financing activities:
  Proceeds from advances and notes payable - related parties     340,200          600,000
  Repayment of advances notes payable - related parties       (1,312,700)         (56,200)
  Repayment of convertible debentures                            (30,000)               -
  Proceeds from option exercises - related parties             1,059,173           75,735
  Proceeds from stock issuances                                2,126,775                -
                                                           -------------     ------------
Net cash provided by financing activities                      2,183,448          619,535
                                                           -------------     ------------

Net increase in cash                                             122,917           41,228

Beginning - cash balance                                          90,791           49,563
                                                           -------------     ------------

Ending - cash balance                                      $     213,708     $     90,791
                                                           =============     ============
Supplemental cash flow information:
  Cash paid for income taxes                               $           -     $          -
  Cash paid for interest                                   $     113,597     $    115,871

Non cash investing and financing activities:
  Common shares issued for receivable                      $   5,442,900     $    742,500
  Conversion of notes payable to common stock              $     400,000     $          -
  Retirement of treasury shares                            $           -     $     10,000

</TABLE>



       See accompanying notes to the financial statements.



<PAGE>


                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004


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  year's   financial
statements  have  been reclassified to conform  to  current  year
presentation.

Revenue Recognition

In  general, the Company records revenue when persuasive evidence
of  an arrangement exists, services have been rendered or product
delivery  has occurred, the sales price to the customer is  fixed
or  determinable, and collectability is reasonably  assured.  The
following  policies  reflect specific criteria  for  the  various
revenues streams of the Company:

Revenue  is  recognized  at the time the  product  is  delivered.
Provision  for  sales  returns will be  estimated  based  on  the
Company's historical return experience. Revenue 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, 2004 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.

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  collectability, 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.

The Company's standard credit terms are net 30 days. In certain
limited instances and in conjunction with initial orders by large
established retailers the Company will extend credit terms to 90
to 120 days.

<PAGE>



                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004


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:

               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, 2004. The  respective  carrying
value   of   certain   on-balance-sheet   financial   instruments
approximated  their  fair  values.  These  financial  instruments
include  cash, accounts receivable, accounts payable and  accrued
expenses   and  notes  payable.  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 material 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 $958,259 and  $251,503  for
the  years ended September 30, 2004, and 2003. Advertising  costs
include  agreed upon amounts withheld from payments  on  accounts
receivable  by  certain  customers for advertising  done  by  the
specific customer.


<PAGE>


                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004


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
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 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 did not have material impact on the Company's financial
position, results of operations or cash flows.

In November 2004, the Financial Accounting Standards Board (FASB)
issued  SFAS  151  "Inventory Costs". This Statement  amends  the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing, to clarify
the  accounting  for abnormal amounts of idle  facility  expense,
freight,  handling  costs,  and wasted  material  (spoilage).  In
addition,  this  Statement  requires  that  allocation  of  fixed
production  overhead to the costs of conversion be based  on  the
normal capacity of the production facilities. The provisions of


<PAGE>


                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004


this  Statement will be effective for the Company beginning  with
its  fiscal year ending 2006. The Company is currently evaluating
the  impact  this  new Standard will have on its operations,  but
believes that it will not have a material impact on the Company's
financial position, results of operations or cash flows.

In  December  2004,  the FASB issued SFAS 153 "Exchanges  of  Non
monetary  Assets  -  an amendment of APB Opinion  No.  29".  This
Statement  amended APB Opinion 29 to eliminate the exception  for
non  monetary exchanges of similar productive assets and replaces
it  with a general exception for exchanges of non monetary assets
that  do  not have commercial substance. A non monetary  exchange
has  commercial substance if the future cash flows of the  entity
are expected to change significantly as a result of the exchange.
The  adoption  of  this  Standard is not  expected  to  have  any
material  impact on the Company's financial position, results  of
operations or cash flows.

In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-
Based  Payment". This Statement requires that the cost  resulting
from  all  share-based transactions be recorded in the  financial
statements.   The  Statement  establishes  fair  value   as   the
measurement  objective  in  accounting  for  share-based  payment
arrangements  and  requires all entities to apply  a  fair-value-
based   measurement   in  accounting  for   share-based   payment
transactions with employees. The Statement also establishes  fair
value  as the measurement objective for transactions in which  an
entity  acquires goods or services from non-employees  in  share-
based  payment  transactions.  The Statement  replaces  SFAS  123
"Accounting  for  Stock-Based Compensation"  and  supersedes  APB
Opinion  No.  25 "Accounting for Stock Issued to Employees".  The
provisions  of this Statement will be effective for  the  Company
beginning  with  its  fiscal year ending  2007.  The  Company  is
currently  evaluating the impact this new Standard will  have  on
its financial position, results of operations or cash flows.

NOTE 2. BASIS OF REPORTING

The  Company's  financial statements are  presented  on  a  going
concern  basis, which contemplates the realization of assets  and
satisfaction of liabilities in the normal course of business.

The  Company  has experienced a significant loss from  operations
including  the settlement of certain litigation as  discussed  in
Note  8.  For  the years ended September 30, 2004 and  2003,  the
Company incurred net losses of $9,171,324 and $592,843.

The  Company's  ability  to  continue  as  a  going  concern   is
contingent  upon  its  ability  to secure  additional  financing,
increase  ownership equity and attain profitable  operations.  In
addition,  the  Company's ability to continue as a going  concern
must  be  considered  in  light of  the  problems,  expenses  and
complications frequently encountered in established  markets  and
the competitive environment in which the Company operates.

The  Company is pursuing financing for its operations and seeking
additional  investments. In addition, the Company is  seeking  to
expand  its  revenue base by adding new customers and  increasing
its  advertising. Failure to secure such financing  or  to  raise
additional  equity  capital and to expand its  revenue  base  may
result in the Company depleting its available funds and not being
able pay its obligations.

The  financial  statements  do not  include  any  adjustments  to
reflect  the  possible future effects on the  recoverability  and
classification  of  assets or the amounts and  classification  of
liabilities  that may result from the possible inability  of  the
Company to continue as a going concern.



<PAGE>


                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004




NOTE 3. PROPERTY AND EQUIPMENT

Property  and equipment at September 30, 2004, consisted  of  the
following:

     Furniture and office equipment                $  65,415
     Computer equipment and  software                 80,339
     Leasehold improvements                            7,657
                                                   ---------
                                                     153,411
     Accumulated depreciation and amortization       (95,986)
                                                   ---------
                                                   $  57,425
                                                   =========

Depreciation  and  amortization  expense  for  the years ended
September 30, 2004, and 2003 was $30,709 and $28,244.

NOTE 4. NOTES AND ADVANCES PAYABLE - RELATED PARTIES

Notes  payable-related parties consist of unsecured loans payable
aggregating $175,000 bearing interest at 8%. These notes  are  on
demand.

Through  September 2002 the Company had borrowed an aggregate  of
$500,000  from  an affiliated entity. During 2003  and  2004  the
Company  borrowed an additional $375,000 and $225,000  from  this
affiliated  entity.  The note bears interest  at  8%  per  annum,
requires  monthly interest payments and is due  on  December  24,
2004.  The Company paid interest aggregating $102,005 and $63,565
during  2004 and 2003 related to this note. Substantially all  of
the  Company's  assets secured this loan. Through  September  30,
2004 the Company repaid $925,000 of the note.

Through  September 2002 the Company had borrowed an aggregate  of
$50,000  from  an  officer.  During 2003  and  2004  the  Company
borrowed  an additional $155,000 and $100,000 from this  officer.
The  loans  were due on demand and accrued interest  at  10%  per
annum.  During the year ended September 30, 2004, the loans  were
repaid. The Company paid interest aggregating $11,592 and  $9,078
during 2004 and 2003 related to these advances.

During  2003  an officer advanced $70,000 to the Company.  During
2004  this  officer  and another officer advanced  an  additional
$15,200.  These  advances  were repaid  $2,500  during  2003  and
$82,700 during 2004.

During  2003  the Company repaid $50,000 and $3,700  of  advances
previously received from officers.


NOTE 5. CONVERTIBLE DEBENTURES

Convertible  debentures,  as of September  30,  2003,  aggregated
$30,000  maturing on July 31, 2004 and providing  for  8%  annual
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 were  convertible
into  1,000  shares  of  common stock at  $6.25  per  share.  The
warrants were non-detachable and expired on July 31, 2004. During
the  year  ended  September 30, 2004,  the  Company  repaid  this
$30,000 debenture.

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 were convertible into common
shares of the Company as follows:



<PAGE>


                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004




   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.

During  the year ended September 30, 2004, these debentures  were
converted  into an aggregate of 302,013 shares of  common  stock.
The  conversions were made based on the fair market value of  the
Company's common stock on the conversion date.

NOTE 6. 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)%
                                      ------
                                          -
                                      ======

As  of  September 30, 2004, the Company has a net operating  loss
carryforward  of  approximately $7,000,000.  This  loss  will  be
available  to  offset future taxable income. If  not  used,  this
carryforward will expire through 2024. The deferred tax asset  of
approximately   $2,400,000  relating  to   the   operating   loss
carryforward  has been fully reserved at September  30,  2004.The
increase  in the valuation allowance related to the deferred  tax
asset  was $900,000 during 2004. The principal difference between
the accumulated deficit for income tax purposes and for financial
reporting purposes results from non-cash stock compensation being
charged to operations for financial reporting purposes.


<PAGE>


                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004



NOTE 7. STOCKHOLDERS' EQUITY

During  the  periods  covered by these financial  statements  the
Company issued shares of common stock and subordinated debentures
without  registration under the Securities Act of 1933.  Although
the  Company  believes that the sales did not  involve  a  public
offering  of its securities and that the Company did comply  with
the   "safe  harbor"  exemptions  from  registration,   if   such
exemptions  were found not to apply, this could have  a  material
impact  on  the  Company's  financial  position  and  results  of
operations.  In  addition, the Company issued  shares  of  common
stock  pursuant to Form S-8 registration statements and  pursuant
to  Regulation S. The Company believes that it complied with  the
requirements  of  Form S-8 and Regulation S in  regard  to  these
issuances, however if it were determined that the Company did not
comply with these provisions this could have a material impact on
the Company's financial position and results of operations.

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 March 2003 the Company repriced 200,000 options held by an
officer  from $2.70 to $1.24, 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 10,000,000 options held by
an  officer  from  prices ranging from $2.70 to $6.00  to  $1.24,
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 400,000 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.

From  February  through July 2004 the Company  issued  11,764,294
shares  of common stock for cash aggregating $2,126,775  pursuant
to Regulation S offerings.

During  the  year  ended September 30, 2004  the  Company  issued
320,000  shares of common stock for services valued  at  $302,600
which represents the fair market value of the shares issued.

During  the year ended September 30, 2004 officers of the Company
exercised  11,325,000 options and received 11,325,000  shares  of
common stock. The aggregate value for the shares of $5,442,900 is
due  from these officers at such time as they sell the shares and
has been recorded as a receivable for common stock.

The  Company  received an aggregate of $1,059,173 as payment  for
shares  issued  to  officers pursuant to option exercises  during
2004  and  2003,  and  reduced the amount receivable  related  to
4,552,261  shares  held by officers received pursuant  to  option
exercises  to $.012 per share which represented the  fair  market
value  of  the shares on the date of the reduction.  The  Company
recorded  $5,081,325  in  compensation expense  related  to  this
reduction. The aggregate receivable for shares issued to officers
was $54,627 at September 30, 2004.


<PAGE>


                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004


From  November  2003 through May 2004 the Company issued  302,013
shares  of common stock for the conversion of $400,000  of  debt.
The  debt  was converted at the fair market value of  the  shares
issued on the conversion date (see Note 5).

At  September  30,  2004  the Company recorded  an  aggregate  of
$1,120,000  related to shares issuable pursuant to the settlement
of a lawsuit (see Note 8).

Stock-based Compensation

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. During the year  ended
September 30, 2004 the Company issued options to purchase  shares
of common stock to certain non-employees and recorded $112,500 in
compensation expense related to these issuances.

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
year  ended  September 30, 2003: expected life of  options  of  5
years, expected volatility of 367%, risk-free interest rate of 3%
and  no  dividend yield. The weighted average fair value  at  the
date of grant for options granted during the year ended September
30, 2003 approximated $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>
                                         2004            2003
                                        ------          ------
<S>                                   <C>               <C>

Net (loss)
    As reported                       $(9,171,324)      $(592,843)
    Proforma                          $(9,171,324)      $(641,123)
Basic and diluted (loss) per share
    As reported                       $(.77)            $(.65)
    Proforma                          $(.77)            $(.70)

</TABLE>

<PAGE>



                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004




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, 2002      11,927,600
 Granted                    152,000       $1.24       $1.24
 Exercised/Forfeited       (600,000)      $1.24       $1.24
                         ----------
Balance at
 September 30, 2003      11,479,600
 Granted                    779,512       $1.33       $1.33
 Exercised/Forfeited    (11,325,000)      $0.48       $0.48
 Balance at             -----------

 September 30, 2004         934,112       $1.33       $1.33
                        ===========
</TABLE>


The  following  table  summarizes information  about  fixed-price
stock options at September 30, 2004:

<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>

        $1.01       31,852       2.0   years     $1.01       31,852     $1.01
        $1.25      100.000       5.0   years     $1.25      100,000     $1.25
        $1.31       52,000       5.0   years     $1.31       52,000     $1.31
        $1.34      747,660       1.0   years     $1.34      747,660     $1.34
        $5.00        2,600       5.0   years     $5.00        2,600     $5.00
                   -------                                  -------
                   934,112                                  934,112
                   =======                                  =======

</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, 2004 are  as
follows:

          2005     $    74,400
          2006          74,400
          2007          74,400
          2008          74,400
          2009          18,600
                   -----------
                   $   316,200
                   ===========


<PAGE>




                          Med Gen, Inc.
                  Notes to Financial Statements
                       September 30, 2004


Rent expense for the years ended September 30, 2004 and 2003  was
$159,086 and $228,901.

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.  Management  contended  that  Global
committed  fraud  and  multiple breaches of  the  master  license
agreement and that the claim was without merit. The matter was re-
filed  for  the  third  time by the plaintiffs  after  two  prior
dismissals by the Federal courts for failure to state a cause  of
action. On August 31, 2004 a verdict was rendered in favor of the
plaintiffs  and  they  were awarded a judgment  in  the  sum  of:
$2,501,191. The Company initially intended to appeal the verdict,
however  on  December 3, 2004 the Company and Global settled  the
matter as follows:

The  Company  would  make  cash payments  to  Global  aggregating
$200,000  through  March 1, 2005 and would  issue  to  Global  an
aggregate of 8,000,000 shares of common stock. The shares  to  be
issued were valued at their fair market value of $1,120,000.  The
Company has recorded an accrual of $200,000 for the cash payments
due  and a stock subscription of $1,120,000 for the common shares
issuable at September 30, 2004. The Company has agreed to file  a
registration statement covering an aggregate of 10,200,000 shares
of  common stock on or before January 15, 2005, and should it not
due  so an additional 500,000 shares of common stock would be due
to  Global. Global will be required to execute proxies giving the
voting  rights  of  the  shares issuable to  an  officer  of  the
Company.

NOTE 9. CONCENTRATIONS

During  years  ended  September 30, 2004 and  2003,  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 41%, 13% and 12% of its  total  sales  from
three  major customers during the year ended September  30,  2004
and  57%  of its total sales from one major customers during  the
year  ended September 30, 2003. At September 30, 2004 outstanding
accounts  receivable  from these three  customers  accounted  for
approximately 67% of net accounts receivable.

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

NOTE 10. RELATED PARTY TRANSACTIONS

During  the  years ended September 30, 2004 and 2003 the  Company
paid consulting fees to the affiliated entity discussed in Note 4
aggregating $480,373 and $81,831.

NOTE 11. SUBSEQUENT EVENTS

During October 2004 the Company issued 2,000,000 shares of common
stock  to an officer pursuant to the exercise of options  granted
in October 2004 at $.10 per share.

During  October  2004  the Company repaid an  additional  $25,000
pursuant to a note to a related party.


<PAGE>