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

                               FORM 10-QSB/A-2

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

             For the quarterly period ended December 31, 2003
                                            -----------------

                     Commission file number  000-29171

                                 MED GEN, INC.
     -----------------------------------------------------------------
     [Exact name of small business issuer as specified in its charter]

        Nevada                                      65-0703559
------------------------                  -------------------------
(State of incorporation)                         (IRS Employer
                                              Identification No.)


         7284 W. Palmetto Park Road, Suite 207, Boca Raton, FL 33433
         -----------------------------------------------------------
                    (Address of principal executive offices)

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                  Yes [X]           No [ ]

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Common Stock, Par Value $.001 per share

4,192,345 Shares outstanding as of December 31, 2003.  The Company's
stock trades on the OTCBB under the symbol "MDGN".

Transitional Small Business Disclosure Format (check one):

                  Yes [ ]           No  [X]




<PAGE>                                1


This Second Amendment to the Company's Form 10-QSB for the period ended
December 31, 2003 is filed soley for the purpose of correcting a
typographical error contained in the number of authorized shares
reflected on the Balance Sheet.



                                   INDEX
                                   -----

PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

          Balance Sheet - December 31, 2003 (Unaudited)

          Statements of Operations - Three months ended December 31, 2003
          and 2002 (Unaudited).

          Statements of Cash Flows - Three months ended December 31, 2003
          and 2002 (Unaudited).

          Notes to Financial Statements (Unaudited).

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

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

Item 2.   Change in Securities

Item 3.   Defaults Upon Senior Securities

Item 4.   Submission of Matters to a Vote of Security holders

Item 5.   Other Information

Item 6.   Exhibits and Reports on Form 8-K


SIGNATURES

EX-31.1

EX-31.2

EX-32.1

EX-32.2


<PAGE>                                2



                                 MED GEN, INC.


     This Form 10-QSB is for the period ended December 31, 2003.















<PAGE>                                3


                    PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

















<PAGE>                                4


                                Med Gen, Inc.
                                Balance Sheet
                              December 31, 2003
                                 (Unaudited)

ASSETS

Current Assets
   Cash and cash equivalents                              $    35,315
    Accounts receivable                                       290,423
    Inventory                                                 208,753
    Other current assets                                       10,700
                                                          -----------
      Total Current Assets                                    545,191
                                                          -----------

Property and Equipment, net                                    80,582
                                                          -----------

Other Assets
    Deposits                                                   62,421
    Assets held for sale                                       43,750
    Other                                                      11,442
                                                          -----------
                                                              117,613
                                                          -----------
                                                          $   743,386
                                                          ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses                  $   250,132
   Notes payable - related parties                            951,815
   Convertible debentures                                     380,000
                                                          -----------
      Total Current Liabilities                             1,581,947
                                                          -----------

Stockholders' (Deficit)
   Preferred stock, $.001 par value, 5,000,000
     shares authorized
   Series A 8% cumulative, convertible, 1,500,000
     shares authorized                                              -
   Undesignated, 3,500,000 shares authorized                        -
   Common stock, $.001 par value, 50,000,000
     shares authorized, 4,192,345 shares
     issued and outstanding                                     4,193
   Paid in capital                                          8,675,567
   Accumulated (deficit)                                   (5,497,449)
                                                          -----------
                                                            3,182,311
   Receivable for common stock                             (4,020,872)
                                                          -----------
                                                             (838,561)
                                                          -----------
                                                          $   743,386
                                                          ===========


          See accompanying notes to the financial statements.



<PAGE>                              5


                              Med Gen, Inc.
                       Statements of Operations
          For the Three Months Ended December 31, 2002 and 2003
                              (Unaudited)


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

Net Sales                                             $   554,678    $   267,264

Cost of Sales                                             106,819        104,106
                                                      -----------    -----------
Gross profit                                              447,859        163,158
                                                      -----------    -----------

Operating expenses:
  Non-cash stock compensation                                   -         87,000
  Selling, general and administrative expenses            355,932        485,077
                                                      -----------    -----------
                                                          355,932        572,077
                                                      -----------    -----------

Income (loss) from operations                              91,927       (408,919)
                                                      -----------    -----------

Other (income) expense:
  Interest expense                                         34,169         48,740
  Other expenses                                                -          6,250
                                                      -----------    -----------
                                                           34,169         54,990
                                                      -----------    -----------

Income (loss) before income taxes                          57,758       (463,909)

Income taxes                                                    -              -
                                                      -----------    -----------
Net income (loss)                                     $    57,758    $  (463,909)
                                                      ===========    ===========


Per share information - basic and fully diluted:

 Weighted average shares outstanding                      585,860      3,983,655
                                                      ===========    ===========

 Net income (loss) per share                          $      0.10    $     (0.12)
                                                      ===========    ===========
</TABLE>


          See accompanying notes to the financial statements.


<PAGE>                              6


                               Med Gen, Inc.
                        Statements of Cash Flows
         For the Three Months Ended December 31, 2002 and 2003
                                (Unaudited)

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

Cash flows from operating activities:
 Net cash (used in) operating activities         $  (133,021)    $  (225,079)
                                                 -----------     -----------

Cash flows from investing  activities:
 Net cash (used in) investing activities              (2,808)              -
                                                 -----------     -----------

Cash flows from financing activities:
Borrowing (repayment) of related party notes         100,000        (200,000)
Proceeds from option exercise                              -         369,603
                                                 -----------     -----------
 Net cash provided by financing activities           100,000         169,603
                                                 -----------     -----------

Net increase (decrease) in cash                      (35,829)        (55,476)

Beginning - cash and cash equivalents                 49,563          90,791
                                                 -----------     -----------

Ending - cash and cash equivalents               $    13,734     $    35,315
                                                 ===========     ===========
</TABLE>












          See accompanying notes to the financial statements.



<PAGE>                              7




                          MED GEN, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2003
                           (UNAUDITED)
(1)  Basis Of Presentation

The   accompanying  unaudited  financial  statements  have   been
prepared   in  accordance  with  generally  accepted   accounting
principles   (GAAP)  for interim financial information  and  Item
310(b)  of  Regulation  S-B.  They do  not  include  all  of  the
information and footnotes required by GAAP for complete financial
statements.   In  the  opinion  of  management,  all  adjustments
(consisting  only  of  normal recurring  adjustments)  considered
necessary for a fair presentation have been included.

The  results  of  operations for the periods  presented  are  not
necessarily indicative of the results to be expected for the full
year.  For further information, refer to the financial statements
of  the  Company as of September 30, 2003 and for the  two  years
then  ended,  including notes thereto included in  the  Company's
Form 10-KSB.

(2)  Earnings Per 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 when anti-dilutive
commons stock equivalents are not considered in the computation.

(3)  Inventory

Inventory is stated at the lower of cost, determined on  a  first
in,   first  out  basis,  or  market  value.  Inventory  consists
principally of finished goods and packaging materials.

(4)  Notes Payable - Related Parties

During March 2002 the Company repaid $200,000 in notes payable to
related parties.

(5)  Income Taxes

The Company accounts for income taxes under SFAS 109, "Accounting
for  Income  Taxes", 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  Company's  deferred  tax asset of  approximately  $1,600,000
resulting  from  net  operating  loss  carryforwards  aggregating
approximately   $4,800,000  is  fully  offset  by   a   valuation
allowance.  The  Company  has recorded a valuation  allowance  to
state  its deferred tax assets at estimated net realizable  value
due  to  the  uncertainty related to realization of these  assets
through future taxable income.




<PAGE>                            8


The  provision for income taxes differs from the amount  computed
by  applying  the statutory rate of 34% to income  before  income
taxes due to the effect of the net operating loss.

(6)  Convertible Debentures

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

   At any time after the Company's common stock price exceeds  $3
per share for a period of ten consecutive trading days the holder
may  convert 50% of the value of the debenture into common  stock
at the rate of $.10 per common share (election to convert).

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

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

   50%  of the value of the debentures converts into common stock
at the rate of $.10 per common share and the remaining 50% of the
value of the debentures converts into the number of common shares
determined by dividing the balance of the value of the debentures
by the common stock price at the 25th monthly anniversary.

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

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

During  December  2003  a  holder of the  convertible  debentures
converted a $50,000 debenture into 27,205 shares of common stock.

(7)  Stockholders' (Deficit)

During  November 2003 the Company affected a four to one  forward
stock  split. All share and per share amounts have been  restated
to give effect to this split.

From  October  1,  2003 to December 31, 2003  officers  exercised
735,000  options  and  received  2,940,000  common  shares in the
cashless  exercise.   The  aggregate  value  for  the  shares  of
$3,638,250 is due from these officers at such  time as they sells
the  shares and  has  been recorded  as  a receivable for  common
stock.

From  October 1, 2003 to December 31, 2003 $369,603 had been paid
related to the option exercises

During January 2004 the Company repriced options held by officers
from $1.24 to $.44 which was the fair market value  of the common
shares underlying the option on the repricing date.



<PAGE>                            9


During  November  2004  the  Company issued  186,915  options  to
purchase common stock at an exercise price of $1.34 per share  to
a  consultant. The Company charged $87,000 to operations  related
to the issuance of these options.

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

(8)  Concentrations

During the period ended December 31, 2002 the Company derived 52%
of  its  total sales from a single customer and during the period
ended  December 31, 2003 the Company derived 29% and 21%  of  its
sales from two customers.







<PAGE>                            10


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS
-------------------------------------------------------------------

Three months ended December 31, 2003
Compared with three months ended December 31, 2002
--------------------------------------------------

GENERAL
-------

The Company is now headquartered at 7284 W. Palmetto Park Rd., Suite
207, Boca Raton, Florida 33433 since January 1,2004. The Company has
downsized its headquarters from 4500 sq, ft. to 2200 sq. ft. in an
effort to decrease operating expenses. It does not foresee any need to
further expand its 2200 sq.ft. Corporate facility. The Company has
elected to outsource the manufacturing of all its products at this time.


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

For the 2003 first fiscal quarter ended December 31, 2003, Sales
decreased 48.18% to $267,264. This decrease was due to a lack of
advertising budget to compete with other products in the same marketplace
Gross profit for the first quarter was $163,158 versus $447,859 for the
year ago quarter, a decrease of 63.57%. The decrease was due to a one-time
"gravity fed" display ordered by Walmart in the first quarter, a year ago.
Gross profit margins for the quarter decreased to 61.04% of sales down
from 80.74% in the previous year ago quarter.

Operating expenses (selling, general and administrative expenses) increased
to $485,077 from $355,932, a increase of 36.63%.  The increase is due to
several factors including, increased legal fees and consultants fees.
Operating loss was $408,919 as opposed to operating income of $91,927 in
the prior year's quarter.

Interest expense increased from $34,169 in the year ago quarter to $48,740.
This due to the  increase in borrowings for the period.

For the first fiscal quarter the company reported a loss of $.12 per
share versus a gain of $.10 per share in the year ago quarter.

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

Cash on hand at December 31, 2003 was $35,315 and the Company had a working
capital deficit of $838,561 at December 31, 2003.

Net cash used in operating activities was $225,079 during the quarter ended
December 31, 2003.

Net cash used in investing activities was $-0- during the quarter ended
December 31, 2003.




<PAGE>                              11


Net cash provided by financing activities was $369,603 during the quarter
ended December 31, 2003, which consisted of proceeds from the sale of
management options net of $200,000 repayments of related party loans.

The Company expects to introduce at least one new product into retail
stores and its SnorEnzr Brand continues to grow in popularity, especially
in the international markets. Further, the Company has affected a 5% price
increase effective March 1st 2003. The Company has also eliminated
one-time burdens of legal, computer and other non-recurring expenses. The
Company has sufficient cash resources, receivables and cash flow to provide
for all general corporate operations in the foreseeable future.


CRITICAL ACCOUNTING POLICIES
----------------------------

Our discussion of results of operations and financial condition relies on
our consolidated financial statements that are prepared based on certain
critical accounting policies that require management to make judgments and
estimates that are subject to varying degrees of uncertainty. We believe
that investors need to be aware of these policies and how they impact our
financial reporting to gain a more complete understanding of our financial
statements as a whole, as well as our related discussion and analysis
presented herein.  While we believe that these accounting policies are
grounded on sound measurement criteria, actual future events can and often do
result in outcomes that can be materially different from these estimates or
forecasts. The accounting policies and related risks described in the
notes to our financial statements for the year ended September 30, 2003
are those that depend most heavily on these judgments and estimates.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
-----------------------------------------

Recently issued accounting pronouncements and their effect on us are
discussed inn the notes to the financial statements in our September 30,
2003 audited financial statements.


FORWARD LOOKING STATEMENTS
--------------------------

When used throughout in this form 10QSB filing, the words "believe",
"should", "would", and similar expressions that are not historical are
intended to identify forward-looking statements that involve risks and
uncertainties. Such statements include, without limitation, expectations
with respect to the results for the next fiscal year, the Company's
beliefs and its views about the long term future of the industry and the
Company, its suppliers or its strategic business partners. In addition to
factors that may be described in the Company's other Securities and
Exchange Commission ("SEC") filings, unforeseen circumstances or events
could cause the Company's financial performance to differ materially from
that expressed in any forward-looking statements made by, or on behalf
of, the Company. The Company does not undertake any responsibility t
update the forward-looking statements contained in this Form 10QSB filing.


Item 3.  Controls & 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.




<PAGE>                          12


                              PART II
                              -------

Item 1.  LEGAL PROCEEDINGS

         Not applicable.



Item 2.  CHANGE IN SECURITIES

         Not Applicable.


Item 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable


Item 5.  OTHER INFORMATION

         Not Applicable


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  31.1 Certification of Chief Executive Officer Pursuant
                    to Section 302 of the Sarbanes-Oxley Act of 2002,
                    promulgated under the Securities Exchange Act of
                    1934, as amended

               31.2 Certification of Chief Financial Officer Pursuant
                    to Section 302 of the Sarbanes-Oxley Act of 2002,
                    promulgated under the Securities Exchange Act of
                    1934, as amended

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

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

        (b)     There were no reports filed on Form 8-K forthe period
                covered by this Report.



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


                            SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                        Med Gen, Inc.
                                        (Registrant)


Date: July 15, 2004
                                        By:_______/s/Paul B. Kravitz_____
                                           Paul B. Kravitz
                                           Chief Executive Officer





<PAGE>                          13