UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-KSB

(Mark One)
[X] Annual Report Pursuant To Section 13 Or 15(D) Of the Securities
    Exchange Act Of 1934

    For the fiscal year ended September 30, 2007

[ ] Transition Report Under Section 13 Or 15(D) Of The Securities
    Exchange Act Of 1934

    For the transition period from _____ to _____

                        COMMISSION FILE NUMBER 0-11-50

                              MED GEN, INC.
              ----------------------------------------------
              (Name of small business issuer in its charter)

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


     7280 W. Palmetto Park Road, Suite 306
            Boca Raton, Florida                            33433
   ----------------------------------------               ----------
   (Address of principal executive offices)               (Zip Code)


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

    Securities registered under Section 12(b) of the Exchange Act:

                              NOT APPLICABLE

    Securities registered under Section 12(g) of the Exchange Act:

                               COMMON STOCK

Check whether the issuer (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 there is no 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 this
Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:$1,765,160

State the aggregate market value of the company's common stock held by
non-affiliates as of September 30, 2006, was (See definition of
affiliate in Rule 12b-2 of the Exchange Act.): $626,330.14 as of
September 30, 2007.


                                  1
<PAGE>


State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 2,325,632,936 Shares
of Common Stock as of December 27th, 2007.

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act)

               Yes [ ]                              No [X]

Transitional Small Business Disclosure Format (check one):

               Yes [ ]                              No [X]



                                  2
<PAGE>



                         TABLE OF CONTENTS
                               INDEX


                                                                    PAGE

PART I

Item 1.    Description of Business.                                         3
-------

Item 2.    Description of Property.                                         8
-------

Item 3.    Legal Proceedings.                                               8
-------

Item 4.    Submission of Matters To A Vote Of Security Holders.             9
-------

PART II

Item 5.    Market For Common Equity And Related Stockholder Matters.       10
-------

Item 6.    Management's Discussion And Analysis Or Plan Of Operation.      11
-------

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

Item 8.    Changes In And Disagreements With Accountants On
-------    Accounting And Financial Disclosure.                            14

Item 8A.   Controls And Procedures                                         14

Item 8B    Other Information                                               14

PART III

Item 9.    Directors, Executive Officers, Promoters And Control
-------    Persons; Compliance With Section 16(A) Of The Exchange Act      15

Item 10.   Executive Compensation                                          15
--------

Item 11.   Security Ownership Of Certain Beneficial Owners And Management  16
--------

Item 12.   Certain Relationships And Related Transactions                  16
--------

Item 13.   Exhibits And Reports On Form 8-K                                17
--------

Item 14.   Principal Accountant and Services.                              17
--------

Signatures                                                                 18
----------


                                  3
<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 7280
W. Palmetto Park Road, Suite 306, Boca Raton, Florida 33433. The
Company's phone number is (561) 750-1100. The Company currently
operates five (5) Web sites: www.medgen.com, www.snorenz.com, www.pain-
enz.com, and www.4goodnight'sleep.com and www.fabulust.com.
             ------------------------

The Company's common stock trades on the OTC Bulletin Board under the
symbol"MGEN.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 every three households
practice some form of alternative therapies. Industry observers
estimate this market's size at $100 billion a year, which includes the
diet category, 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).

In 2005, because of a need to fund its new Direct to Consumer marketing
plan (DTC) which, essentially shut off revenue created from the retail



                                  4
<PAGE>


sales of its products. This conversion was estimated to cost over $2M.
To help finance this conversion and future growth, management started
a Financial Consulting service, offering their years of experience,
insight and practical know-how to officers of other Public Companies.

The idea caught on with the company's lenders and they recommended
potential clients. This, along with other contacts, were the building
blocks that produced earnings during this reporting period for the company.
Earnings exceeded $1.3 million and provided the majority of capital
necessary to continue the marketing conversion as well as the completion
of the company's newest product FabULustT.

Shareholders might view this as a change of direction for the company. The
explanation (above) and past published reports,have further explained that
management has no intention of changing the major focus of the company. The
greatest assets of our company can be found in our stable of uniquely
designed products. These products, which have been carefully researched
address markets that exceed $100 Billion and will eventually grow Med Gen.

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 Direct Marketing (DRTV) and
Direct to Consumer (DTC) programs by way of the company owned web
sites, affiliate programs and various TV Commercials and Print
advertising campaigns. The company also sells retailers and
wholesalers nationwide.


The Company also markets additional products that deploy its
proprietary technology. Good Nights Sleep[TM]. Good Nights Sleep[TM]
is a liquid throat spray formulation for sleep aide. The company offers
two versions of formulations, one is all natural and the other uses the
popular diphenhydromine as an active ingredient, "Good Nights Sleep[TM]
is the first spray liquid in this category to enter the US market. The
product is now being sold on the Company web site. In August, 2006 the
company completed R&D on UNDIET[R], a novel all liquid diet system
featuring Hoodia Gordonii and Advantra Z[R] UNDIET[R] was test launched
in October 2006 when it aired on 10 Cable TV stations, Woman's Day, Red
Book and Newsweek magazines.

Painenz[R], a roll-on topical pain relief product, has been successfully
tested with Health & Wellness Club, Golf  PGA and Gardner clubs and
their affiliated magazines. The product has met with a better than 78%
approval rating. Painenz is now being advertised in Newsweek magazine
as a test for future revenue growth.

Fab U Lust [TM] is the company's newest product. It is a specialized formula
used to enhance sexual stimulation in women. The product will be featured in
magazines and several TV commercials. In December 2007, the company signed a
one year contract with Sunset Thomas, a popular "Porn" star to act as the
products spokesperson. The agreement calls for her to appear in TV and Print
Commercials as well as specific personal appearances.

The Company also markets its products under several private labels for
other distributors in the United States and overseas.


                                  5
<PAGE>

The company is working on the completion of two new products to be
launched in 2008 using its proprietary STW technology. Recently
the company launched its Sonergy[R] line of nine (9) commonly used
vitamin and herbal products on its web site. The line should bring
greater visibility to the site and result in increased sales.


DESCRIPTION OF PRODUCTS

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

SNORenz[R] is an original and innovative entry into the anti- snoring
industry. Never before has any company introduced a liquid throat
spray to prevent or quiet the noise of snoring. Mr.Kravitz, Mr.
Mitchell and Mr. Robinson were awarded a Patent on the ingredients and
formula on February 13, 2001. They assigned the patent to the Company
for a period of three years. The Company still utilizes the formula
and all trade secrets in its manufacturing process. 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, it also limits one's sleeping positions. Dental
appliances also attempt to increase the volume of air by expanding the
opening of the mouth or by repositioning the lower jaw and/or the
tongue to decrease the vibration effect. Again, wearing one of these
is not the most comfortable way to sleep. The costs of these methods
can be considerable and may not be covered by basic medical insurance
programs.

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


                                  6
<PAGE>


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 Products
---------------------------------------------

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

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

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

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


                                  7
<PAGE>


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 five 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.

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

The active ingredients in PAINenz[R] 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).

THE UNDIET[R] SYSTEM
--------------------
The strength of the UNDIET[TM] program lies in the very fact that it
does not rely upon the [lack of] intake of food to produce significant
weight loss. Rather, the three products, and their formulations, that


                                  8
<PAGE>

form the entire UNDIET[R] program are specially formulated liquid
sprays, easily absorbed into the mucous membrane of the throat area to
produce specific fast acting results.

THE PROGRAM CONSISTS OF:

Appease[TM], which is an all natural spray producing a strong feeling
of fullness thereby reducing the desire to eat. It also lessens the
desire to crave sugar/sweet products.

Weight Shield[TM], which is an all natural spray formulation that
actually "burns" the fat intake. The reduction of fatty foods and fat
intake is essential for weight control.

Simply Trim[TM], which is an all natural spray formulation that
combines the appetite suppressant with the fat burning qualities.
Using other additives to the formulation, the user will not only feel
an immediate lessening of a desire to eat but will, if used as
prescribed, prevent the "bounce back" that most dieters experience
with other diet programs.

The weight loss industry is an ever expanding industry that claims
between $50-$60 billion in sales revenue. Almost 66% of the national
population suffer from overweight problems. Medically, there is a
large array of illness caused by the overweight problem.

By using Med Gen's STWT [Sprays The Way] manufacturing technology and
by producing another industry first (a liquid spray diet product), Med
Gen hopes to turn the corner to profitability and gain a substantial
piece of the $60 billion pie.

Fab U Lust [TM]
---------------
Fab U Lust [TM] departing from its STW System, Med Gen has designed a
Roll-On Dispenser to dispense the ingredients (a closely held formula)
for a female clitoral stimulant. This addresses the needs of an estimated
100 million women who have difficulty reaching orgasm.

CigarHolder [TM]
----------------
The company has created a novel design for the resting of cigars. The
CigarHolder, made of hard plastic, features a novel clip and holder capable
of holding two cigars. The device can be clipped to a table, steering wheel,
handlebar or almost any object. The company has a patent pending on the
device and has already started marketing efforts. While this might seem as
a departure for the company, management feels as though any product that is
enjoyed by so many people, creating calm and relaxation and that enjoys a
high consumer demand, should be considered as health inducing and a
substantial opportunity to create revenue for the company.

Marketing
---------

Med Gen products are currently sold through DRTV television and print
advertising campaigns. As well as company owned and operated web sites
direct to the consumer. It is also sold to distributors overseas under
protective Distribution Agreements. Snorenz[R]continues to be sold in
select retail stores, although on a very limited basis as an over the
counter product. It is difficult to know the number of independent
retailers that carry Snorenz[R] because the product is sold thru
distributors. However, the following stores carry Snorenz[R] and buys
direct from the company. Albertsons Supermarkets, American Stores
(a division of Albertsons which includes Jewel Stores, Jewel T Stores,
Osco Drugs and Sav-On Drugs).


                                  9
<PAGE>

Previously, the reliance on "retail" store distribution has hurt Med Gen
because of the company's inability to sustain large costs put upon it by
major chain and drug stores. Additionally, the cost of consumer advertising
is excessive to support "pull thru" sales at the retail levels. For
this reason, the company has established a direct to consumer
marketing program, commonly referred to as "DTC", enhanced its web
site and pointed its advertising programs towards increasing this
marketing strategy.

In doing so, the company need only to produce 1/3 of its ordinary
sales to realize the same profit margins. Employing both marketing
strategies is meant to leverage every opportunity the company has to
bring its products to market while conserving capital resources.

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 in 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.

Spokesperson Agreement
----------------------

On December 15, 2007 the company signed a 1 year Agreement with Sunset Thomas
(Princess of Porn) to promote the company's newest product Fab U Lust[TM].
Sunset will appear in Company commercials and advertising materials. The
Agreement calls for an initial signing Bonus of $10,000 and Royalty payments
based on volume of sales. A Bonus Royalty is to be paid after the sales
reach 1 million dispensers sold. As part of the Agreement, Sunset will
promote the product in her upcoming Vavoom TV shows and her motion pictures
and personal appearances.

         COMPETITION, MARKET SHARE AND INDUSTRY ENVIRONMENT

As a general overview, management has selected products and categories that
enjoy huge consumer markets and tremendous growth opportunities. The products
are all unique in some aspect, whether it be in the formulation or the
delivery system. Management believes that because of this, it can realize
substantial growth with a reasonably small investment in advertising dollars,
reinvesting its profits back into advertising to continue the upward trend.

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, there are three competitors, Breathe
Right Spray[R], Snore Stop[R] and Y-Snore[R], the largest is Breathe
Right[R]. Although this product was introduced into the market in the
past Three years, 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 never been able to compete with them
for lack of advertising dollars. In the latter part of 2005, the


                                  10
<PAGE>


company started changing its marketing direction to a Direct to
Consumer approach and has recently been moving forward to obtain
funding for this purpose. The company believes that it can build back
its base of loyal customers and reach profitability faster by
concentrating on Direct to Consumer marketing. As a result of this
decision, the Company has updated its website.

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. The Company has begun a marketing program to direct the
consumer to its website.

The company's entree into the weight loss industry is significant to
its overall strategy. The present market is in excess of $70 billion
and the company believes that its UNDIET[R] System represents a unique
alternative to those seeking a non-food weight loss system. A small
percentage of this market will represent significant earnings for Med
Gen. Management does not know of any similar program presently being
marketed. This "stand alone" position represents a tremendous
opportunity for Med Gen.

Sex sells, and although it is difficult to obtain any reliable data, it is
reported to be a $100 billion industry. The company's newest product Fab U
Lust[TM] addresses the often hidden needs of women who have difficulty
reaching orgasm and as a result eliminates the joy of sexual activity
with their partners. Fab U Lust[TM}, in development for a year, has a
unique formulation that incorporates a roll-on applicator. The combination
titillates the clitoris and allows the women to easily reach orgasms.

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

In fiscal year 2007 the Company's largest retail customer was
Albertson's. The company has reduced its dependence on retail stores
and now sells direct to its customers via TV, Radio, and Print
commercials, as well as its web site.

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

In 2002 the Company converted its marketing strategy from Direct
Marketing to consumer retail store sales as a result, 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. This
trend is expected to be reversed as a result of the new DTC approach.
The Company operates four e-commerce web sites, www.snorenz.com,
www.medgen.com .,www.pain-enz.com, www.4Goodnightsleep.com. Orders
from these sites average over $4,000 per month in retail sales. Other
enhancements to the Company's web sites were completed in 2006, with
optimization continuing through 2007.

The Company expects to show steady and important increases in future
sales on its Internet site. During the third quarter of fiscal 2008
(April to June), the web site was 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


                                  11
<PAGE>


these efforts will produce substantial increases in e-commerce sales
in fiscal 2008.

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

The name "SNORenz[R]" is a registered trademark, owned by the Company,
and issued by the United States Patent and Trademark Office (Reg. No.
2,210,381 - 12/15/98). An application of renewal has recently been
filed. The Company also owns the trademark registration for the Good
Nights Sleep product.

The Company has registered SNORenz[R] in Korea and Snoraway[R] and
Good Night's Sleep[R] in all countries participating in the EU as a
Community Trademark. It has also registered Fab U Lust [TM] in Europe and
the United States.

Financial Services Division:
----------------------------

In early 2005 management formed a Financial Services Division creating and
additional revenue source that would provide the capital necessary for the
completion of its business plan for marketing its line of products.

The company over the past year serviced 11 clients and now has 7 active
clients for which it provides consulting and other services. The company has
substantially increased its revenue and as a result of this influx of capital
has been able to invest in several new TV, Print and Radio commercials for
its products. The additional capital aided in the completion of the Fab U
Lust [TM] and CigarHolder [TM] product lines.

The future of this division is dependent on its continued success and company
financial needs. Certainly management points, with great pride, to the over
$1.7 million in revenue generated by the division in fiscal 2007, which was
used to fund the gap caused by the significant drop in product revenue caused
by the decision to change marketing direction to DTC, finish the R&D and the
development of its new web sites as well as produce, test and air several
commercials plus the introduction of two new products, Fab U Lust[TM] and
CigarHolder[TM]. A substantial amount of this capital will be used to buy
the air-time for the already produced commercials. These commercials are
expected to air during the second, third and fourth quarters of fiscal 2008.

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



                                  12
<PAGE>

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.

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 eight 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 7280 W. Palmetto Park Road, Suite 306, Boca
Raton, Florida 33433. The telephone number at this address is (561)
750-1100. This location will significantly reduce the duplicity of
handling and its related costs as well as reduce overhead. It will
also simplify inventory controls.

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. 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


                                  13
<PAGE>


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
400,000 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,
and charged $1,320,000 to operations for the settlement during the
year ended September 30, 2004. The Company has agreed to file a
registration statement covering an aggregate of 510,000 shares of
common stock on or before January 15, 2005, and should it not due so
an additional 25,000 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.

A dispute between the parties arose and the settlement agreement was set
aside by the Court. Through September 30, 2005, the Company made payments
to Global aggregating $75,000. At September 30, 2005, the Company has
recorded an accrual amounting $2,426,191 (the original judgment of
$2,501,191 less the payments made of $75,000) plus post judgment
interest at 7% of $169,800. During the year ended September 30, 2005,
the Company charged $1,181,191 to operations for the difference
between the settlement recorded during 2004 and the total judgment
awarded. The Company is currently attempting to negotiate a new
settlement agreement with Global. In addition, the Company issued
400,000 shares of its common stock which were held by the Company
pending issuance to Global. These shares were cancelled when the
settlement was set aside.

During the period ended June 30, 2006, the Company recorded an
additional $43,770 of post judgment interest.
During April 2006 the Company settled the litigation by agreeing to
the following:

*   A cash payment of $300,000
*   29 monthly payments of $31,667
*   The issuance of 15,000,000 common shares subject to registration
    rights.

The holders of the shares shall have the right beginning on the
effective date of the registration statement for a period of two years
to require the Company at the Company's discretion to sell the shares
back to the Company for $200,000 or require the Company to issue
additional shares so that the value of the shares held by the holders
is $200,000.

As a result of the settlement the Company's obligation related to the
litigation was reduced by $782,848 which has been recorded as a gain
on the settlement date.

During April 2007 the Company issued an additional 33,293,269 shares
of common stock in settlement of all common shares due under the
agreement including the right to have the Company repurchase
the 15,000,000 shares.

The Company has made timely payments on its obligations and has 8 payments
of $31,667 left to liquidate this entire obligation. In April 2008 the
plaintiff will file a satisfaction of judgment , as long as the payments
are current. The company expects that it will liquidate the entire amount
by August 31st, 2008.



                                  14
<PAGE>


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, 2007, there were approximately 2114 Common Stock
shareholders consisting of both registered shareholders and those
being held by the Deposit Trust Corporation in street name. Of the
1,271,098,028 shares outstanding, 25,865,761 were restricted and
1,245,232,267 were non-restricted.

As of December 29th, 2007,the latest date pre-filing of this report
the Company, as a result of additional stock issuances and option
exercises, has 2,325,632,936  shares outstanding 25,841,971 are
restricted and 2,299,790,965 are non-restricted. The Company's Common
Stock is traded on the NASD OTC Bulletin Board under the symbol
"MGEN.OB".Shares first began trading on the OTC Bulletin Board in May
of 2000 (prior to May 2000, 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 2003 thru 2006. The
following high and low bid prices reflect inter-dealer prices without
retail markup, markdown or commission, and may not represent actual
transactions.

Common Stock: Historical Price Data


<TABLE>
<CAPTION>
  Fiscal 2003- 2006                     High        Low
  -----------------                     ----        ---
<S>                                     <C>         <C>

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
October    2004                         0.225       0.102
November   2004                         0.168       0.115
December   2004 (end first quarter)     0.178       0.07
January    2005                         0.85        0.65
February   2005                         0.89        0.45
March      2005 (end second quarter)    0.68        0.45
April      2005                         0.118       0.50
May        2005                         0.70        0.45
June       2005 (end third quarter)     0.06        0.032
July       2005                         0.044       0.035
August     2005                         0.057       0.016
September**2005                         0.42        0.061
October    2005                         0.061       0.035
November   2005                         0.055       0.027
December   2005 (end first quarter)     0.036       0.0008

</TABLE>

                                  15
<PAGE>


<TABLE>
<CAPTION>

<S>                                     <C>         <C>

January    2006                         0.030       0.0009
February   2006                         0.025       0.0009
March      2006 (end second quarter)    0.057       0.010
April      2006                         0.039       0.022
May        2006                         0.032       0.012
June       2006 (end third quarter)     0.051       0.011
July       2006                         0.028       0.010
August     2006                         0.013       0.005
September  2006                         0.025       0.005
October    2006                         0.008       0.006
November   2006                         0.006       0.005
December   2006 (end first quarter)     0.009       0.004
January    2007                         0.006       0.004
February   2007                         0.005       0.004
March      2007 (end second quarter)    0.005       0.004
April      2007                         0.004       0.003
May        2007                         0.003       0.002
June       2007 (end third quarter)     0.002       0.001
July       2007                         0.002       0.001
August     2007                         0.001       0.0007
September  2007                         0.0007      0.0005
</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.

**  Starting in September 2005 the Company completed a 20:1 Reverse
    split. As a result the symbol was changed to MGEN

On September 30, 2007, the bid price of MDGN shares was $0.0005 and the
asked price was $0.0006

The Transfer agent for the Company's Common Stock is Continental Stock
Transfer and Trust Company,17 Battery Place, NYC, NY 10004. The telephone
number is (212)509-4000.

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.


                                  16
<PAGE>

Twelve months ended September 30, 2007
Compared with twelve months ended September 30, 2006
----------------------------------------------------

GENERAL

The Company is headquartered at 7280 West Palmetto Park Road, Suite 306
Boca Raton, Florida 33433, since November 1, 2007. From 1999 to
October 31, 2007 the company occupied space at 7284 W. Palmetto Park Rd.
in the same complex. The move was necessary to accommodate new hires and
expanding business.

It leases a 4000 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, 2007, net sales increased
651.83% to $1,765,160 from $270,801 in the prior fiscal year. The
increase in sales was due primarily to one factor: The Company opened a
financial services division which accounted for $1,616,970 of the sales.

Gross profit for the twelve months ended September 30, 2007 was
$1,173,292 versus $(27,359) for the same period a year ago. This
increase relates to a substantial increase in total sales volume for
the fiscal year. Gross profit margins for the years 2007 were 66.46%
and 2006 were 0% respectively. The Company had lower cost of sales
which is directly attributable to the substantial increase
in revenue volume over the last twelve months of operations in
fiscal 2007. The financial services revenue has a much lower cost
associated with its revenue than product revenue sales.

For the twelve-month period ended September 30, 2007 operating
expenses were $3,824,495 as compared to $2,982,931 an increase of
22.01% from the prior fiscal year.

The increase is due to the Non-cash stock compensation of $1,478,800,
as compared to $753,920 in fiscal 2005.

Excluding these expenses in fiscal 2007 the SG&A was $2,345,695 as
compared to $2,229,011 in fiscal 2006. This represents an actual
increase of 4.98%. Management hired two new employees and several
consultants in fiscal 2007 to develop and revise its internet and
direct to consumer marketing programs. These factors contributed to a
small increase in the selling, general and administrative expenses.

The operating loss decreased to $(2,651,203) as opposed to a loss of
$(3,010,290) for the same twelve months period, in the prior year.

For the twelve-month periods interest expense decreased to $586,734
from $720,521 primarily as a result of a derivative adjustment. The
Company owes its lender approximately $5,700,000 at an 8% coupon rate
as of September 30, 2007. This figure includes the gross
conversions made by the lender through the date of the filing,
approximately $1,540,000).

Derivative losses aggregated $12,256,452 in 2007 as compared to
$4,974,603 in 2006.

During 2006 the Company recorded $782,848 gain on the settlement
of debt.

For the twelve months ended September 30, 2007, the Company reported a
loss of $15,465,777($0.03 per share) versus a loss of $7,906,737


                                  17
<PAGE>


($0.10 per share) for the same fiscal period, a year ago.

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

Net cash used in operating activities was $1,758,999 during the twelve
months ended September 30, 2007 as compared to $2,841,831 in the year
earlier. This decrease is attributed principally to a combination of
a higher loss in 2007 offset by an increase in derivatives.
The Company intends to attempt to lower monthly cash outlays in fiscal
2008 and conserve cash until additional financing is secured. The net
loss for the year was $15,465,777 compared to $7,906,737 a year ago.

Net cash used in investing activities was $(15,600) during the twelve
months ended September 30, 2007 as compared to $19,845 in 2006.

Net cash provided by financing activities was $1,675,000 during the
twelve months ended September 30, 2007, compared to $3,450,000 in 2006,
which consisted of proceeds from convertible debentures.

The Company intends to seek additional funding in 2008 through the
sale of Common stock in order to continue its airing of commercials. The
Company, however hopes that it can generate enough capital from its airings
to be self supporting and eventually liquidate its debt without further
share dilution. We have continued to cut costs by eliminating staff, and
eliminating one-time legal and computer and Internet related costs. Since
the loss of the major retail accounts the Company has revitalized its direct
sales programs via its Internet site to the public consumer. The Company's
volume via this medium has decreased over the last fiscal year and management
is exploring various ways to drive the consumer to the website.

At present the Company has sufficient cash resources, receivables and
cash flow to provide for all general corporate operations for approximately
six months. The Company could be required to raise additional capital in
order to continue to market its products during fiscal 2008.

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, 2007 and 2006, the Company incurred net losses of
$15,465,777 and $7,906,737.

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 and is attempting to settle certain litigation. Failure to



                                  18
<PAGE>


secure such financing, to raise additional equity capital, settle the
litigation 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 collect ability 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.

Revenue from consulting services is recognized over the term of the
agreement as services are performed.

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.

In December 2004, the FASB issued SFAS 123R "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



                                  19
<PAGE>


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 became
effective during the fiscal year ended September 30, 2006

Derivative Instruments

The Company does not use derivative instruments to hedge exposures to
cash flow, market, or foreign currency risks.

The Company reviews the terms of convertible debt and equity instruments
issued to determine whether there are embedded derivative instruments,
including the embedded conversion option, that are required to be bifurcated
and accounted for separately as a derivative financial instrument. In
circumstances where the convertible instrument contains more than one
embedded derivative instrument, including the conversion option, that is
required to be bifurcated, the bifurcated derivative instruments are
accounted for as a single, compound derivative instrument. Also, in
connection with the sale of convertible debt and equity instruments, the
Company may issue freestanding options or warrants. When the ability to
physical or net-share settle the conversion option or the exercise of the
freestanding options or warrants is deemed to be not within the control of
the company, the embedded conversion option or freestanding options or
warrants may be required to be accounted for as a derivative financial
instrument liability.

The Company may also issue options or warrants to non-employees in
connection with consulting or other services they provide.

Certain instruments, including convertible debt and equity instruments and
the freestanding options and warrants issued in connection with those
convertible instruments, may be subject to registration rights agreements,
which impose penalties for failure to register the underlying common stock
by a defined date.

Derivative financial instruments are initially measured at their fair value.
For derivative financial instruments that are accounted for as liabilities,
the derivative instrument is initially recorded at its fair value and is
then re-valued at each reporting date, with changes in the fair value
reported as charges or credits to income. For option-based derivative
financial instruments, the Company uses the Black-Scholes option pricing
model to value the derivative instruments.

If freestanding options or warrants were issued in connection with the
issuance of convertible debt or equity instruments and will be accounted for
as derivative instrument liabilities (rather than as equity), the total
proceeds received are first allocated to the fair value of those freestanding
instruments. If the freestanding options or warrants are to be accounted for
as equity instruments, the proceeds are allocated between the convertible
instrument and those derivative equity instruments, based on their relative
fair values. When the convertible debt or equity instruments contain embedded
derivative instruments that are to be bifurcated and accounted for as
liabilities, the total proceeds allocated to the convertible host instruments
are first allocated to the fair value of all the bifurcated derivative
instruments. The remaining proceeds, if any, are then allocated to the
convertible instruments themselves, usually resulting in those instruments
being recorded at a discount from their face amount.

To the extent that the fair values of the freestanding and/or bifurcated
derivative instrument liabilities exceed the total proceeds received, an
immediate charge to income is recognized, in order to initially record the
derivative instrument liabilities at their fair value.

The discount from the face value of the convertible debt, together with the
stated interest on the instrument, is amortized over the life of the
instrument through periodic charges to income, usually using the effective
interest method.

The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is re-assessed
periodically, including at the end of each reporting period. If re-
classification is required, the fair value of the derivative instrument, as
of the determination date, is re-classified. Any previous charges or credits
to income for changes in the fair value of the derivative instrument are not
reversed. Derivative instrument liabilities are classified in the balance
sheet as current or non-current based on whether or not net-cash settlement
of the derivative instrument could be required within twelve months of the
balance sheet date.

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, 2007 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.



                                  20
<PAGE>


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. Our management, including our Chief
Executive Officer and Chief Financial Officer assessed the effectiveness
of our disclosure controls and procedures, as such terms are defined
under rules 13a-15(e) and 15d-15(e) promulgated under Securities
Exchange Act of 1934, as amended. Based on this assessment, our management
concluded that our disclosure controls and procedures were effective
as of the end period covered by this annual report. 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.

Item 8B. Other Information

The Company is seeking additional funding of approximately $1,000,000
dollars to continue its business plan of operations.  This may include
borrowing additional capital from its lender under similar terms and
conditions as prior loan agreements and or authorizing a reverse or
forward split in the second quarter of 2008.



                           PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

<TABLE>
<CAPTION>

     Name              Age               Position
     ----              ---               --------
<S>                    <C>         <C>
Paul B. Kravitz        76          Chairman; Chief Executive Officer
                                   Secretary and Director

Paul S. Mitchell       55          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 2006 at the Annual shareholders meeting the shareholders elected
the Board of Directors for a five 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
7280 West Palmetto Park Road,Suite 306, Boca Raton, Florida.

Paul B. Kravitz (76) 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.


                                  21
<PAGE>

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 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 (54) 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, 2005, September 30, 2006 and September 30, 2007 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,      2007    $60,750   -0-    50,000,000 *     -0-           -0-
Chairman & CEO        2006    $33,000   -0-    Options       10,000,000    175,000
Director              2005    $65,000   -0-    Options          -0-           -0-

Paul S. Mitchell      2007    $60,750   -0-    50,000,000 *     -0-           -0-
President & COO,      2006    $33,000   -0-    Options          -0-        175,000
 Director             2005    $65,000   -0-    Options          -0-           -0-
</TABLE>
*   Both Officers were awarded 50,000,000 options exercisable at $.004 cents
per Share for a 5 year period.





                                  22
<PAGE>

<TABLE>
<CAPTION>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT


-----------------------------------------------------------------------------
(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
                   C/O Med Gen Inc
                   7280 W. Palmetto Pk Rd
                   Boca Raton, FL  33433      10,178,997             .007%
------------------------------------------------------------------------------

Common Stock       Paul S. Mitchell
                   C/O Med Gen Inc
                   7280 W. Palmetto Pk Rd      -0-                      0%
                   Boca Raton, FL  33433
------------------------------------------------------------------------------

                   Directors and Executive
                   Officers as a group
                   (2 persons)               10,178,997               .007%
------------------------------------------------------------------------------
</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.






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

(a) Exhibits


                                  23
<PAGE>


EXHIBIT
NUMBER                       DESCRIPTION

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

32     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)

(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 01-31-2007,
       04-23-2007, 06-25-2007, 08-09-2007 and 10-02-2007


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-KSB will
total approximately $32,000 for 2007 and 2006.

(b) 	Audit-Related Fees

During fiscal 2007 we were not required to incur any additional audit-
related fees in preparation of our financial statements or otherwise.

(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
2007 we will pay $1,500.

(d) 	All Other Fees

During fiscal 2007 we did not incur any other fees other than
assurance and tax consulting fees disclosed in items 14 (a) and 14 (c)

(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.









                                  24
<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.


Date: December 29, 2007             By: /s/ Paul B. Kravitz
                                   ------------------------
                                   Paul B. Kravitz,
                                   Chairman and CEO





                                  25
<PAGE>



                            Med Gen, Inc.
                            Balance Sheet
                          September 30, 2007

ASSETS

Current Assets
   Cash and cash equivalents                             $       1,250,009
    Accounts receivable, net of reserve of $15,196                   8,309
    Inventory                                                      121,900
    Other current assets                                             6,138
                                                         -----------------
      Total Current Assets                                       1,386,356
                                                         -----------------

Property and Equipment, net                                         30,191
                                                         -----------------
Other Assets
    Deferred financing fees                                        110,103
    Deposits and other                                              45,089
                                                         -----------------

                                                         $       1,571,739
                                                         =================
LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses                 $          65,896
   Accrued registrations penalties                               1,823,381
   Accrued interest                                                396,262
   Derivative financial instruments                             13,821,497
   Convertible debentures                                        5,678,159
   Accrued litigation judgment                                     306,676
                                                         -----------------
      Total Current Liabilities                                 22,091,871
                                                         -----------------
Stockholders' (deficit)
   Preferred stock, $.001 par value, 5,000,000 shares
     authorized:
   Series A 8% cumulative, convertible, 1,500,000 shares
      authorized, no shares issued and outstanding                       -
   Undesignated, 3,500,000 shares authorized                             -
   Common stock, $.001 par value, 2,495,000,000
     shares authorized, 1,271,098,028 shares
     issued and outstanding                                      1,271,098
   Paid in capital                                              28,001,047
   Accumulated (deficit)                                       (49,792,277)
                                                         -----------------
                                                               (20,520,132)
                                                         -----------------

		                                	 $       1,571,739
                                                         =================

         See accompanying notes to the financial statements.

<PAGE>


<TABLE>
<CAPTION>
                             Med Gen, Inc.
                        Statements of Operations
            For the Years Ended September 30, 2006 and 2007

                                                     2006           2007
                                                 -----------    ------------
<S>                                              <C>            <C>
Revenue:
Net product sales                                $   270,801    $    148,190
Consulting revenue                                         -       1,616,970
                                                 -----------    ------------
                                                     270,801       1,765,160
Cost of sales:                                   -----------    ------------

Product sales                                        298,160         166,505
Consulting                                                 -         425,363
                                                 -----------    ------------
                                                     298,160         591,868
                                                 -----------    ------------
Gross profit (loss)                                  (27,359)      1,173,292
                                                 -----------    ------------
Operating expenses:
  Selling, general and administrative
   expenses - non cash stock compensation
   - not included in selling, general and
   administrative expenses below                     753,920       1,478,800
  Selling, general and administrative expenses     2,229,011       2,345,695
                                                 -----------    ------------
                                                   2,982,931       3,824,495
                                                 -----------    ------------

(Loss) from operations                            (3,010,290)     (2,651,203)
                                                 -----------    ------------
Other (income) expense:
  Derivative instrument expense                    4,974,603       12,256,452
  Gain on the settlement of debt                    (782,848)               -
  Interest income                                    (15,829)         (28,612)
  Interest expense                                   720,521          586,734
                                                 -----------    ------------
                                                   4,896,447       12,814,574
                                                 -----------    ------------

Net (loss)                                       $(7,906,737)   $ (15,465,777)
                                                 ===========    =============
Per share information - basic and fully diluted:

 Weighted average shares outstanding              78,935,487      564,404,647
                                                 ===========    =============

 Net (loss) per share                            $     (0.10)   $       (0.03)
                                                 ===========    =============
</TABLE>


         See accompanying notes to the financial statements.

<PAGE>

<TABLE>
<CAPTION>
                               Med Gen, Inc.
                   Statement of Stockholders' (Deficit)
              For the Years Ended September 30, 2006 and 2007

                                                                                   Receivable for
                                                  Common Stock        Additional      Common     Accumulated
                                                  ------------
                                                Shares     Amount   Paid in Capital    Stock      (Deficit)         Total
                                                ------     ------   ---------------    -----      ---------         -----
<S>                                          <C>         <C>          <C>           <C>         <C>             <C>
Balance September 30, 2005                    3,278,590  $    3,279   $ 24,340,732  $  (35,000) $ (26,419,763)  $ (2,110,752)

Conversion of convertible debentures
 including embedded derivative
 instruments                                163,590,694     163,591      1,814,406           -              -      1,977,997
Common stock issued for services             50,380,000      50,380        668,890           -              -        719,270
Common shares issued for the
 settlement of litigation                    15,000,000      15,000        420,000           -              -        435,000
Reduction of option exercise price                    -           -              -      34,650              -         34,650
Cash payment for options                              -           -              -         350              -            350
Cancellation of common shares related
 to litigation                                 (400,000)       (400)           400           -              -              -

Net (loss)                                            -           -              -           -     (7,906,737)    (7,906,737)
                                          -------------  ----------   ------------   ---------   ------------   ------------

Balance September 30, 2006                  231,849,284     231,850     27,244,428           -    (34,326,500)    (6,850,222)

Common stock issued for services            421,200,000     421,200        857,600           -              -      1,278,800
Common shares issued for the
 settlement of litigation                    33,293,269      33,293        105,207           -              -        138,500
Conversion of convertible debentures
 including embedded derivative
 instruments                                584,755,475     584,755       (406,188)          -              -        178,567
Value of options issued                               -           -        200,000           -              -        200,000
Net (loss)                                            -           -              -           -    (15,465,777)   (15,465,777)
                                          -------------  ----------   ------------   ---------   ------------   ------------

Balance September 30, 2007                1,271,098,028  $1,271,098   $ 28,001,047  $        -  $ (49,792,277)  $(20,520,132)
                                          =============  ==========   ============  ==========   ============   ============
</TABLE>



         See accompanying notes to the financial statements.

<PAGE>







<TABLE>
<CAPTION>

                             Med Gen, Inc.
                       Statements of Cash Flows
          For the Years Ended September 30, 2006 and 2007

                                                         2006                   2007
                                                    -------------           ------------
<S>                                                 <C>                     <C>
Cash flows from operating activities:
Net (loss)                                          $  (7,906,737)          $(15,465,777)
  Adjustments to reconcile net (loss) to net cash
  (used in) operating activities:
  Depreciation and amortization                            21,320                 21,933
  Derivative classification of convertible debentures   5,232,693             10,888,626
  Common shares and options issued for services           719,270              1,478,800
  Gain on the settlement of accrued litigation           (782,848)                     -
  Amortization of deferred loan costs                           -                 55,852
Changes in assets and liabilities:
  (Increase) decrease in accounts receivable               (1,409)                39,461
  (Increase) decrease in inventory                         42,692                (35,391)
  Decrease in other current assets                              -                   (438)
  (Increase) decrease in deposits and other              (141,959)               149,605
  Increase in accounts payable and accrued expenses       496,814              1,488,330
  (Decrease) in accrued litigation judgement             (521,667)              (380,000)
                                                    -------------           ------------
Net cash (used in) operating activities                (2,841,831)            (1,758,999)
                                                    -------------           ------------
Cash flows from investing activities:
  Acquisition of property and equipment                   (19,845)               (15,600)
                                                    -------------           ------------
Net cash (used in) investing activities                   (19,845)               (15,600)
                                                    -------------           ------------
Cash flows from financing activities:
  Proceeds from convertible debentures                  3,450,000              1,675,000
  Proceeds from option exercises - related parties            350                      -
                                                    -------------           ------------
Net cash provided by financing activities               3,450,350              1,675,000
                                                    -------------           ------------
Net increase (decrease) in cash                           588,674                (99,599)

Beginning - cash balance                                  760,934              1,349,608
                                                    -------------           ------------

Ending - cash balance                               $   1,349,608           $  1,250,009
                                                    =============           ============
Supplemental cash flow information:
  Cash paid for income taxes                        $           -           $          -
                                                    =============           ============
  Cash paid for interest                            $           -
                                                    =============           ============
Non cash investing and financing activities:
  Common shares issued for accrued litigation       $     435,000           $    138,500
                                                    =============           ============
  Conversion of notes payable to common stock       $   1,082,236           $    307,281
                                                    =============           ============

</TABLE>



         See accompanying notes to the financial statements.

<PAGE>


        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Stockholders and Board of Directors
Med Gen, Inc.

We have audited the accompanying balance sheet of Med Gen, Inc.
as of September 30, 2007, and the related statements of operations,
stockholders' (deficit) and cash flows for the years ended
September 30, 2006 and 2007. 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 the 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, 2007, and results of its operations and its cash
flows for the years ended September 30, 2006 and 2007, 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, 2007





<PAGE>





                              Med Gen, Inc.
                      Notes to Financial Statements
                            September 30, 2007

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.

Revenue from consulting services is recognized over the term of the
agreement as services are performed.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. At September
30, 2007, the Company's cash on deposit at 3 financial institutions
exceeded the federally insured limits by $960,946.

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, 2007, 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




<PAGE>


                              Med Gen, Inc.
                      Notes to Financial Statements
                           September 30, 2007


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 $15,196.

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.

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, 2007. 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. 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. The carrying value of the Company's long-term debt
approximated its fair value based on the current market conditions
for similar debt instruments.

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.


<PAGE>


                                Med Gen, Inc.
                      Notes to Financial Statements
                          September 30, 2007



In addition, the determination and valuation of derivative financial
instruments is a significant estimate.

Advertising Costs

Advertising costs are charged to expense as incurred. Advertising
costs charged to expense included in selling, general and administrative
expenses, amounted to $511,368 and $1,408,455 for the years ended
September 30, 2006, and 2007.

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.

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
incentive plans.

In December 2004, the FASB issued SFAS 123R "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
became effective during the fiscal year ended September 30, 2006.


<PAGE>


                             Med Gen, Inc.
                     Notes to Financial Statements
                           September 30, 2007


Derivative financial instruments

The Company does not use derivative instruments to hedge exposures to
cash flow, market, or foreign currency risks.

The Company reviews the terms of convertible debt and equity
instruments issued to determine whether there are embedded derivative
instruments, including the embedded conversion option, that are required
to be bifurcated and accounted for separately as a derivative financial
instrument. In circumstances where the convertible instrument contains
more than one embedded derivative instrument, including the conversion
option, that is required to be bifurcated, the bifurcated derivative
instruments are accounted for as a single, compound derivative
instrument. Also, in connection with the sale of convertible debt
and equity instruments, the Company may issue freestanding options or
warrants. When the ability to physical or net-share settle the conversion
option or the exercise of the freestanding options or warrants is deemed
to be not within the control of the company, the embedded conversion
option or freestanding options or warrants may be required to be
accounted for as a derivative financial instrument liability.

The Company may also issue options or warrants to non-employees in
connection with consulting or other services they provide.

Certain instruments, including convertible debt and equity instruments
and the freestanding options and warrants issued in connection with
those convertible instruments, may be subject to registration rights
agreements, which impose penalties for failure to register the
underlying common stock by a defined date.

Derivative financial instruments are initially measured at their fair
value. For derivative financial instruments that are accounted for as
liabilities, the derivative instrument is initially recorded at its
fair value and is then re-valued at each reporting date, with changes
in the fair value reported as charges or credits to income. For
option-based derivative financial instruments, the Company uses the
Black-Scholes option pricing model to value the derivative instruments.

If freestanding options or warrants were issued in connection with the
issuance of convertible debt or equity instruments and will be accounted
for as derivative instrument liabilities (rather than as equity), the
total proceeds received are first allocated to the fair value of those
freestanding instruments. If the freestanding options or warrants are
to be accounted for as equity instruments, the proceeds are allocated
between the convertible instrument and those derivative equity instruments,
based on their relative fair values. When the convertible debt or equity
instruments contain embedded derivative instruments that are to be
bifurcated and accounted for as liabilities, the total proceeds
allocated to the convertible host instruments are first allocated to
the fair value of all the bifurcated derivative instruments. The
remaining proceeds, if any, are then allocated to the convertible
instruments themselves, usually resulting in those instruments being
recorded at a discount from their face amount.

To the extent that the fair values of the freestanding and/or bifurcated
derivative instrument liabilities exceed the total proceeds received,
an immediate charge to income is recognized, in order to initially
record the derivative instrument liabilities at their fair value.


<PAGE>


                               Med Gen, Inc.
                     Notes to Financial Statements
                            September 30, 2007


The discount from the face value of the convertible debt, together with
the stated interest on the instrument, is amortized over the life of the
instrument through periodic charges to income, usually using the effective
interest method.

The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is
re-assessed periodically, including at the end of each reporting period.
If re-classification is required, the fair value of the derivative
instrument, as of the determination date, is re-classified. Any previous
charges or credits to income for changes in the fair value of the
derivative instrument are not reversed. Derivative instrument liabilities
are classified in the balance sheet as current or non-current based on
whether or not net-cash settlement of the derivative instrument could
be required within twelve months of the balance sheet date.

Deferred Financing Fees

The Company amortizes fees associated with obtaining debt instruments
over the term of the related debt using the effective interest method.
Deferred financing fees aggregated $110,103 at September 30, 2007.

Recent Pronouncements

In September 2006, the FASB issued Statement No. 157, "Fair Value
Measurements". This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting
principles and expands disclosure about fair value measurement. The
implementation of this guidance is not expected to have any impact
on the Company's financial statements.

In September 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans,
an amendment of FASB Statements No. 87, 106, and 132(R)" ("SFAS No. 158").
SFAS No. 158 requires companies to recognize a net liability or asset
and an offsetting adjustment to accumulated other comprehensive income
to report the funded status of defined benefit pension and other
postretirement benefit plans. SFAS No. 158 requires prospective
application, recognition and disclosure requirements effective for
the Company's fiscal year ending September 30, 2007. Additionally,
SFAS No. 158 requires companies to measure plan assets and obligations
at their year-end balance sheet date. This requirement is effective for
the Company's fiscal year ending September 30, 2009. The Company is
currently evaluating the impact of the adoption of SFAS No. 158 and
does not expect that it will have a material impact on its financial
statements.


In September 2006, the United States Securities and Exchange Commission
("SEC")SAB No. 108, "Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements."
This SAB provides guidance on the consideration of the effects of prior
year misstatements in quantifying current year misstatements for the
purpose of a materiality assessment. SAB 108 establishes an approach
that requires quantification of financial statement errors based on
the effects of each of the company's balance sheet and statement of
operations financial statements and the related financial statement
disclosures. The SAB permits existing public companies to record the
cumulative effect of initially applying this approach in the first year
ending after November 15, 2006 by recording the necessary correcting
adjustments to the carrying values of assets and liabilities as of the
beginning of that year with the offsetting adjustment recorded to the
opening balance of retained earnings. Additionally, the use of the
cumulative effect transition method requires detailed disclosure of
the nature and amount of each individual error being corrected through
the cumulative adjustment and how and when it arose. The adoption has
not had a material effect on the Company's results of operations or
financial position.


<PAGE>


                              Med Gen, Inc.
                      Notes to Financial Statements
                           September 30, 2007


In February 2007, the FASB issued Statement of Financial Accounting
Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115
("FAS 159").  FAS 159 permits companies to choose to measure many
financial instruments and certain other items at fair value that are
not currently required to be measured at fair value and establishes
presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different measurement
attributes for similar types of assets and liabilities. The provisions
of FAS 159 will become effective as of the beginning of our 2009 fiscal
year. The adoption of these new Statements is not expected to have a
material effect on the Company's financial position, results of
operations, or cash flows.

In December 2007, the FASB issued SFAS No. 141 (R) Business Combinations.
SFAS 141R establishes principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree. SFAS 141R also provides
guidance for recognizing and measuring the goodwill acquired in the
business combination and determines what information to disclose to
enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective as of the beginning of the Company's fiscal year beginning
after 15 December 2008. Management believes the adoption of this
pronouncement will not have a material impact on the Company's financial
statements.

In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests
in Consolidated Financial Statements-an amendment of ARB No. 51. SFAS 160
establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary.
The guidance will become effective as of the beginning of the Company's
fiscal year beginning after  December 15, 2008. Management believes
the adoption of this pronouncement will not have a material impact on
the Company's financial statements.

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 significant losses from operations . For
the years ended September 30, 2006 and 2007, the Company incurred net
losses of $7,906,737 and $15,465,777 and has working capital and
stockholders' deficits of $20,705,515 and $20,520,132 at
September 30, 2007.

The Company's ability to continue as a going concern is contingent
upon its ability to secure additional financing, increase ownership
equity, settle litigation 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.


<PAGE>


                              Med Gen, Inc.
                     Notes to Financial Statements
                        September 30, 2007


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.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2007, consisted of the following:

        Furniture and office equipment                  $  94,378
        Computer equipment and software                    92,034
        Leasehold improvements                              7,657
                                                        ---------
							  194,070
	Accumulated depreciation and amortization	 (163,879)
                                                        ---------
							$  30,191
                                                        =========

Depreciation and amortization expense for the years ended September 30,
2006, and 2007 was $21,320 and $21,933.

NOTE 4. CALLABLE SECURED CONVERTIBLE NOTES AND DERIVATIVE INSTRUMENT
LIABILITIES

Between March 30, 2005 and September 30, 2007, the Company entered into
a series of twelve Securities Purchase Agreements with four accredited
investors ("Note Holders") for the sale of an aggregate of $7,190,000 of
Callable Secured Convertible Notes (the "Convertible Notes") and warrants
to purchase up to 73,240,000 shares of its common stock (the "Warrants").

The first eight tranches of the Convertible Notes bear interest at 8% and
the last four tranches bear interest at 6%.  All notes mature three years
from the date of issuance.    The Company is not required to make any
principal payments during the term of the Convertible Notes.

Tranches one through eight of the Convertible Notes are convertible
into shares of the Company's common stock at the Note Holders' option,
at the lower of (i) a fixed price which, depending on the note, is
between $0.04 and $0.09 per share or (ii) 50% of the average of the
three lowest intra-day trading prices for the common stock as quoted on
the Over-the-Counter Bulletin Board for the 20 trading days preceding
the conversion date.  In connection with the sale of the ninth tranche
on January 30, 2007, the Company agreed to reduce the conversion price of
tranches two to seven (tranche one had already been fully converted)
from 60% to 50% of the average market price (computed as described above).

Tranches nine through twelve of the Convertible Notes, issued on
January 30, 2007, February 9, 2007, June 21, 2007 and September 30, 2007,
are convertible into shares of the Company's common stock at the Note
Holders' option, at the lower of (i) a fixed price of $0.04 per share
or (ii) 60% of the average trading price, computed as described above.
As of September 30, 2007, that average was $0.0003, resulting in an
effective conversion price as of September 30, 2007 of $0.00018 per
share for tranches nine through twelve and $0.00015 per share for all
previous tranches.

The full principal amount of the Convertible Notes is due upon the
occurrence of an event of default, which include non-payment of
principal and interest when due and failure to effect registration
of the common shares underlying conversion of the Convertible Notes
and exercise of the Warrants.  The Company previously obtained waivers
related to events of default but such waivers have expired and at
September 30, 2007, the Convertible Notes are in default.  No demand
for payment has been received, or is currently expected to be received,
from the Note Holders. At September 30, 2007, the Convertible Notes are
carried at their face amount.  The default premium that the Note Holders
may demand, which in part is dependent on the Company's common stock



<PAGE>


                            Med Gen, Inc.
                     Notes to Financial Statements
                          September 30, 2007


price, is recorded asa derivative instrument liability.  If the Convertible
Notes are not in default, the Company has the right to prepay the
Convertible Notes under certain circumstances at a premium ranging from
25% to 50% of the principal amount, depending on the timing of such
prepayment.  The Company has granted the Note Holders a security interest
in substantially all of the Company's assets.

The 73,240,000 warrants issued are exercisable for a period of five or
seven years from the date of issuance and have exercise prices that
range from $0.009 per share to $0.10 per share.

The conversion price of the Convertible Notes and the exercise price
of the warrants will be adjusted in the event that the Company issues
common stock at a price below the initial fixed conversion or exercise
price, with the exception of any shares of common stock issued in
connection with the Convertible Notes. The conversion price of the
Convertible Notes and the exercise price of the warrants may also be
adjusted in certain circumstances such as if the Company pays a stock
dividend, subdivides or combines outstanding shares of common stock
into a greater or lesser number of shares, or takes such other actions
as would otherwise result in dilution of the Note Holders' position.

Pursuant to Registration Rights Agreements entered into with the Note
Holders, the Company is obligated to register for resale, within defined
time periods, the shares underlying the Warrants and the shares issuable
on conversion of the Convertible Notes. The terms of the Registration
Rights Agreements provide that, in the event that the required
registration statements are not filed or do not become effective
within the required time periods, the Company is required to pay to
the Note Holders as liquidated damages, an amount equal to 2% per
month of the principal amount of the Convertible Notes. This amount
may be paid in cash or, at the Holder's option, in shares of common
stock priced at the conversion price then in effect on the date of
the payment.  In connection with the sale of the ninth tranche on
January 30, 2007, the Note Holders agreed to waive all penalties
incurred through that date.  The Company accrues any penalties incurred
to date, together with an estimate of the penalties that may be incurred
in the future, based on the Company's expectation of when registration
statements will be filed and/or effective and when the shares obtained
can be freely sold without registration under Rule 144.

Because the number of shares that may be required to be issued on
conversion of the Convertible Notes is dependent on the price of the
Company's common stock and is therefore indeterminate, the embedded
conversion option of the Convertible Notes and the Warrants are
accounted for as derivative instrument liabilities (see below) in
accordance with EITF Issue 00-19, "Accounting for Derivative Financial
Instruments Indexed To, and Potentially Settled In, a Company's Own
Common Stock" (EITF 00-19).  Accordingly, the initial fair values of
the embedded conversion options and the Warrants were recorded as
derivative instrument liabilities.  For option-based derivative
instruments, the Company estimates fair value using the Black-Scholes
valuation model, based on the market price of the common stock on the
valuation date, an expected dividend yield of 0%, a risk-free interest
rate based on constant maturity rates published by the U.S. Federal
Reserve applicable to the remaining term of the instruments, and an
expected life equal to the remaining term of the instruments.  Because
of the limited historical trading period of our common stock, the
expected volatility of our common stock over the remaining life of
the conversion options and Warrants has been estimated at 50%.  The
Company is required to re-measure the fair value of these derivative
instrument liabilities at each reporting period.  At September 30, 2007,
the Convertible Notes are in default and the derivative instrument
liability reflects the default premium payable if the Note Holders
were to demand payment at that date.

A summary of the Callable Secured Convertible Notes at September 30,
2007, is as follows:


<PAGE>

<TABLE>
<CAPTION>
                             Med Gen, Inc.
                     Notes to Financial Statements
                          September 30, 2007



Issue Date    Due Date      Face Amount   Principal Outstanding
---------------------------------------------------------------
<S>           <C>           <C>           <C>
03-30-2005    03-30-2008    $  740,000    $            0

05-25-2005    05-25-2008       700,000                 0

08-23-2005    08-23-2008       100,000            28,159

08-26-2005    08-26-2008       500,000           500,000

10-31-2005    10-31-2008       600,000           600,000

02-23-2006    02-23-2009       600,000           600,000

04-21-2006    04-21-2009       750,000           750,000

08-10-2006    08-10-2009     1,500,000         1,500,000

01-30-2007    01-30-2010       350,000           350,000

02-09-2007    02-09-2010       350,000           350,000

06-21-2007    06-21-2010       650,000           650,000

09-30-2007    09-30-2010       350,000           350,000

                            ----------        ----------
                            $7,190,000        $5,678,159
                            ----------        ----------
</TABLE>

At September 30, 2007, the following derivative liabilities related to
common stock Warrants and embedded derivative instruments were outstanding:
<TABLE>
<CAPTION>

                                         Exercise                 Value -
                           Number of    Price Per   Value -    September 30,
Issue Date   Expiry Date    Warrants    Share       Issue Date     2007
----------------------------------------------------------------------------
<S>          <C>            <C>          <C>        <C>   <C>    <C>
03-30-2005   03-30-2010      740,000     $0.085     $673,400     $       -

05-25-2005   05-25-2010      700,000      0.085      693,000             -

08-23-2005   08-23-2010      100,000      0.085       31,000             -

08-26-2005   08-26-2010      500,000      0.090      145,000             -

10-31-2005   10-31-2010      600,000      0.100        6,000             -

02-23-2006   02-23-2011      600,000      0.050        2,081             -

04-21-2006   04-21-2011   30,000,000      0.050      363,005             -

08-10-2006   08-10-2013   15,000,000      0.050       22,196             -

01-30-2007   01-30-2014    5,000,000      0.010        8,321            56

02-09-2007   02-09-2014    5,000,000      0.010        8,019            57

06-21-2007   06-21-2014   10,000,000      0.009        1,945            39

09-30-2007   09-30-2014    5,000,000      0.009           25            25


Fair value of freestanding derivative instrument liabilities
for warrants                                                          $177

</TABLE>

<PAGE>


                              Med Gen, Inc.
                      Notes to Financial Statements
                           September 30, 2007

<TABLE>
<CAPTION>

                               Principal       Default
                              Outstanding -    Premium -
                              Convertible    September 30,
Issue Date    Expiry Date       Notes            2007
----------------------------------------------------------
<S>           <C>            <C>             <C>
08-23-2005    08-23-2008         26,857         82,867

08-26-2005    08-26-2008        500,000      1,455,893

10-31-2005    10-31-2008        500,000      1,736,758

02-23-2006    02-23-2009        600,000      1,690,104

04-21-2006    04-21-2009        750,000      2,085,641

08-10-2006    08-10-2009      1,500,000      4,084,483

01-30-2007    01-30-2010        350,000        623,341

02-09-2007    02-09-2010        350,000        615,362

06-21-2007    06-21-2010        650,000        968,971

09-30-2007    09-30-2010        350,000        477,900
                                           -----------

Fair value of bifurcated embedded derivative
instrument liabilities associated with the
convertible notes                          $13,821,320
                                           -----------

Total derivative financial instruments     $13,821,497
                                           ===========
</TABLE>

NOTE 5. INCOME TAXES

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

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

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


<PAGE>


                            Med Gen, Inc.
                    Notes to Financial Statements
                        September 30, 2007


As of September 30, 2007, the Company has a net operating loss carryforward
of approximately $11,000,000. This loss will be available to offset future
taxable income. If not used, this carryforward will expire through 2027.
The deferred tax asset of approximately $3,700,000 relating to the
operating loss carryforward has been fully reserved at September 30, 2007.
The increase in the valuation allowance related to the deferred tax asset
was $300,000 during 2007. The principal difference between the accumulated
deficit for income tax purposes and for financial reporting purposes
results from non-cash stock compensation and derivative instrument expense
being charged to operations for financial reporting purposes. The Company
may be limited in its use of this operating loss carryforward due to
changes in control.

NOTE 6. STOCKHOLDERS' (DEFICIT)

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 October 2005 the Company amended its Articles of Incorporation to
authorize 5,000,000 shares of preferred stock $.001 par value and
495,000,000 shares of common stock $.001 par value. In June 2006 the
Company amended its Articles of Incorporation to authorize 2,495,000,000
shares of common stock $.001 par value.

Common stock

The aggregate receivable for options issued to officers was $35,000 at
September 30, 2005. During 2006 these options were repriced which resulted
in a charge to operations of $34,650. The balance due of $350 was paid as
of September 30, 2006.

At September 30, 2004, the Company recorded an aggregate of $1,120,000
related to 400,000 common shares issuable pursuant to the settlement of a
lawsuit with Global. During the year ended September 30, 2005, the
settlement agreement was set aside by the court and the $1,120,000 was
reclassified to a liability. During 2006 these shares were cancelled.

During the year ended September 30, 2006, the holder of the debentures
discussed in Note converted $1,082,236 of debt into 163,590,694 shares
of the Company's common stock.

During the year ended September 30, 2007, the holder of the debentures
discussed in Note converted $307,281 of debt into 584,755,475 shares of
the Company's common stock.

During the year ended September 30, 2006, the Company issued 15,000,000
shares of common stock to settle litigation. These shares were valued at
their fair market value of $435,000 which was charged against the balance
of the settlement (see Note 7). Pursuant to the settlement agreement the



<PAGE>


                                 Med Gen, Inc.
                         Notes to Financial Statements
                              September 30, 2007


Company agreed to redeem these shares for $200,000, and the $200,000 was
classified as a liability at September 30, 2006. During the year ended
September 30, 2007, the Company issued an additional 33,293,569 shares
of common stock with a fair value of $138,500 related to this litigation
and the claimant agreed to accept the previously issued 15,000,000 shares
with a value of $61,500 to cancel the redemption right.

During the year ended September 30, 2006, the Company issued 50,380,000
shares of common stock for services. These shares were valued at their
fair market value of $719,270. Of these shares 10,000,000 shares valued
at $120,000 were issued to an officer and 40,380,000 with a fair value
of $599,270 were issued to Bran, Ltd., a foreign entity.

During the year ended September 30, 2007, the Company issued 421,200,000
shares of common stock for services. These shares were valued at their
fair market value of $1,278,800 and were issued to Bran, Ltd., a foreign
entity.

Stock-based Compensation

During the year ended September 30, 2007, the Company issued options to
purchase 100,000,000 shares of common stock to certain officers at an
exercise price of $.004 for a period of 5 years. Compensation costs
charged to operations aggregated $200,000 for the year ended September
30, 2007.

A summary of stock option activity is as follows:
                                               Weighted     Weighted
                                 Number        average      average
                                   of          exercise       fair
                                 shares         price         value
                                 ------         -----         -----
	Balance at
	  September 30, 2005
           And 2006                   9,197     $24.50       $24.50
        Granted                 100,000,000     $0.004       $0.004
        Exercised/Expired            (9,197)    $24.50       $24.50
        Balance at              -----------
          September 30, 2007    100,000,000     $0.004       $0.004

The following table summarizes information about fixed-price stock
options at September 30, 2007:
<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>
        $.0004    100,000,000      4.67        $0.004     100,000,000   $0.004
</TABLE>

NOTE 7. COMMITMENTS AND CONTINGENCIES

The Company leases its office facilities under an operating lease commencing
November 1, 2007, for gross monthly rent, including common area maintenance,
of approximately $11,510. The office lease provides for certain annual
adjustments in the base rent.



<PAGE>


                            Med Gen, Inc.
                   Notes to Financial Statements
                         September 30, 2007


Future minimum lease payments under all non-cancelable operating leases for
years ending subsequent to September 30, 2007 are as follows:

                  2008     $  126,610
                  2009        138,120
                  2010        138,120
                  2011        138,120
                  2012        138,120
                  2013         11,510
                           ----------
                           $  690,600
                           ==========

Rent expense for the years ended September 30, 2006 and 2007 was $85,988
and $90,458.

Litigation

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 400,000
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, and charged
$1,320,000 to operations for the settlement during the year ended
September 30, 2004. The Company has agreed to file a registration
statement covering an aggregate of 510,000 shares of common stock on
or before January 15, 2005, and should it not due so an additional 25,000
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.

A dispute between the parties arose and the settlement agreement was set
aside by the Court. Through September 30, 2005, the Company made payments
to Global aggregating $75,000.  At September 30, 2005, the Company has
recorded an accrual amounting $2,426,191 (the original judgment of
$2,501,191 less the payments made of $75,000) plus post judgment interest
at 7% of $169,800. During the year ended September 30, 2005, the Company
charged $1,181,191 to operations for the difference between the settlement
recorded during 2004 and the total judgment awarded. In addition, the
Company issued 400,000 shares of its common stock which were held by the
Company pending issuance to Global. These shares were cancelled when the
settlement was set aside.

During the year ended September 30, 2006, the Company recorded an
additional $43,770 of post judgment interest.

During April 2006 the Company settled the litigation by agreeing to the
following:

A cash payment of $300,000
29 monthly payments of $31,667
The issuance of 15,000,000 common shares subject to registration rights


<PAGE>


                             Med Gen, Inc.
                   Notes to Financial Statements
                          September 30, 2007


The holders of the shares shall have the right beginning on the effective
date of the registration statement for a period of two years to require
the Company at the Company's discretion to sell the shares back to the
Company for $200,000 or require the Company to issue additional shares
so that the value of the shares held by the holders is $200,000.


As a result of the settlement the Company's obligation related to the
litigation was reduced by $782,848 which has been recorded as a gain on
the settlement date.

During April 2007 the Company issued an additional 33,293,269 shares of
common stock in settlement of all common shares due under the agreement
including the right to have the Company repurchase the 15,000,000 shares.

NOTE 8. CONCENTRATIONS

During years ended September 30, 2006, 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
has an exclusive contract with a single manufacturing company to produce
SNORENZ.

During 2006 the Company made sales aggregating $42,033, $34,876 and
$28,248 to three customers which represent in excess of 10% of the
annual sales volume.

During 2007 the Company began providing consulting services. Substantially
all of the revenue related to these services was derived from clients of
the Company's primary lender NIR Group (See Note 4). These clients were
referred to the Company either directly by NIR Group or by a third party.

NOTE 9. SUBSEQUENT EVENTS

From October 1, 2007 through December 27, 2007, the Company issued
1,054,434,948 shares of common stock related to the conversion of
convertible notes aggregating $316,330.48.




<PAGE>