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

                           FORM 10-QSB

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

             For the quarterly period ended   June 30, 2005
                                            -----------------

                     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

31,136,447 Shares outstanding as of June 30, 2005.  The
Company's stock trades on the OTCBB under the symbol "MDGN".

Transitional Small Business Disclosure Format (check one):

                  Yes [ ]           No  [X]


<PAGE>

                                   INDEX
                                   -----

PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

          Balance Sheet - June 30, 2005 (Unaudited)

          Statements of Operations - Three months ended June 30, 2005
          and 2004 (Unaudited) and Nine Months ended
          June 30, 2005 and 2004

          Statements of Cash Flows - Nine months ended June 30,
          2005 and 2004 (Unaudited).

          Notes to Financial Statements (Unaudited).

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

Item 3.   Controls and Procedures

PART II.  OTHER INFORMATION

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



                                  2
<PAGE>






                            MED GEN, INC.

                  PART I - FINANCIAL INFORMATION

Item 1. Financial Statements










                                3
<PAGE>








                               Med Gen, Inc.
                               Balance Sheet
                               June 30, 2005
                                (Unaudited)

ASSETS

Current Assets
   Cash and cash equivalents                        $    514,805
    Accounts receivable                                   82,209
    Inventory                                            140,846
    Other current assets                                   5,700
                                                    ------------
      Total Current Assets                               743,560
                                                    ------------

Property and Equipment, net                               33,595
                                                    ------------
Other Assets
    Deferred loan costs                                  164,671
    Deposits and other                                    37,950
                                                    ------------
                                                         202,621
                                                    ------------

                                                    $    979,776
                                                    ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses            $     61,837
                                                    ------------
      Total Current Liabilities                           61,837
                                                    ------------

Convertible debentures                                 1,440,000
                                                    ------------
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, 245,000,000
      shares authorized, 31,136,447 shares
      issued and outstanding                              31,136
   Paid in capital                                    15,098,308
   Receivable for common stock                           (35,000)
   Deferred compensation                                 (19,024)
   Accumulated (deficit)                             (15,597,481)
                                                    ------------
                                                        (522,061)
                                                    ------------

                                                    $    979,776
                                                    ============


             See accompanying notes to financial statements.



                                4
<PAGE>

<TABLE>
<CAPTION>
                             Med Gen, Inc.
                        Statements of Operations
For the Three Months and Nine Months Ended June 30, 2004 and 2005
                             (Unaudited)

                                                          Three Months                      Nine Months
                                                 -------------------------------------------------------------
                                                      2004            2005            2004            2005
                                                 -------------   -------------   -------------   -------------
<S>                                              <C>             <C>             <C>             <C>
Net sales                                        $     232,087   $     181,034   $     744,288   $     664,678

Cost of sales                                           98,460          99,658         346,649         270,747
                                                 -------------   -------------   -------------   -------------

Gross profit                                           133,627          81,376         397,639         393,931
                                                 -------------   -------------   -------------   -------------
Operating expenses:
  Non cash stock compensation -
   selling, general and administrative                 279,350          60,000         415,100         365,640
  Selling, general and administrative expenses       1,062,432         557,582       1,873,503       1,184,738
                                                 -------------   -------------   -------------   -------------
                                                     1,341,782         617,582       2,288,603       1,550,378
                                                 -------------   -------------   -------------   -------------

(Loss) from operations                              (1,208,155)       (536,206)     (1,890,964)     (1,156,447)
                                                 -------------   -------------   -------------   -------------

Other (income) expense:
  Interest expense                                      39,850          47,111         111,185          56,171
  Non cash stock interest expense                       37,500               -          50,000         180,000
                                                 -------------   -------------   -------------   -------------
                                                        77,350          47,111         161,185         236,171
                                                 -------------   -------------   -------------   -------------

(Loss) before income taxes                          (1,285,505)       (583,317)     (2,052,149)     (1,392,618)

Income taxes                                                 -               -               -               -
                                                 -------------   -------------   -------------   -------------

Net (loss)                                       $  (1,285,505)  $    (583,317)  $  (2,052,149)  $  (1,392,618)
                                                 =============   =============   =============   =============

Per share information - basic and fully diluted:

 Weighted average shares outstanding                15,328,609      30,806,777       8,098,809      29,065,385
                                                 =============   =============   =============   =============

 Net (loss) per share                            $       (0.08)  $       (0.02)  $       (0.25)  $       (0.05)
                                                 =============   =============   =============   =============
</TABLE>



             See accompanying notes to financial statements.



                                5
<PAGE>


<TABLE>
<CAPTION>
                         Med Gen, Inc.
                  Statements of Cash Flows
       For the Nine Months Ended June 30, 2004 and 2005
                          (Unaudited)

                                                   2004       2005
                                            -------------  ------------
<S>                                         <C>            <C>
Cash flows from operating activities:
 Net cash (used in) operating activities    $  (1,460,329) $   (963,390)
                                            -------------  ------------
Cash flows from investing  activities:
 Net cash (used in) investing activities                -             -
                                            -------------  ------------

Cash flows from financing activities:
Borrowing (repayment) of related party notes     (994,315)     (175,000)
Proceeds from option exercise                   1,059,173       101,987
Proceeds From convertible debentures            1,915,139     1,337,500
                                            -------------  ------------

 Net cash provided by financing activities      1,979,997     1,264,487
                                            -------------  ------------

Net increase in cash                              519,668       301,097

Beginning - cash and cash equivalents              90,791       213,708
                                            -------------  ------------

Ending - cash and cash equivalents          $     610,459  $    514,805
                                            =============  ============
</TABLE>

             See accompanying notes to financial statements.



                                6
<PAGE>



                          MED GEN, INC.
                  NOTES TO FINANCIAL STATEMENTS
                          JUNE 30, 2005
                           (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, 2004, 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  the  period  ended  March 31, 2005,  the  Company  repaid
$181,000  in  notes  due  to  related  parties  and  borrowed  an
additional $411,000 from related parties with interest at 8%  per
annum.   The balance due  was $405,000 at March 31, 2005.  During
April 2005 the Company repaid the $405,000 balance (see Note 8).

(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  $2,300,000
resulting  from  net  operating  loss  carryforwards  aggregating


                                7
<PAGE>


approximately   $6,700,000  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.

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. The principal
difference  between  the  accumulated  deficit  for  income   tax
purposes  and for financial reporting purposes results from  non-
cash stock compensation being charged to operations for financial
reporting purposes.

(6)  Stockholders' (Deficit)

During October 2004 the Company issued 2,000,000 shares of common
stock  to an officer pursuant to the exercise of options  granted
in  October 2004 at $.10 per share. The fair value of the  shares
issued was $.16 per share. The difference between the fair  value
and the exercise price of $120,000 has been charged to operations
during  the  period  ended December 31, 2004.  In  addition,  the
Company  recorded a receivable for common stock of  $200,000  for
the amount due for the shares. During the quarter ended March 31,
2005,  the Company reduced the amount receivable for these shares
to  the  current market price of its Common stock. This reduction
resulted in a charge to operations of $117,640 during the quarter
ended  March  31,  2005. This officer remitted  an  aggregate  of
$101,987  to  the  Company related to the receivable  for  common
stock during the period from October 1, 2004, through June 30. At
June 30, 2005, $35,000 remained receivable for common stock.

During  January through March 2005, the Company issued  2,000,000
shares  of  common stock to a related party lender  described  in
Note 4, for future loans to be made to the Company pursuant to  a
line of credit. The fair value of these shares of $180,000 was to
be  charged to operations as additional interest over the term of
the  line  of credit. The Company recorded a charge to operations
for  the value of the shares as the line of credit was terminated
at  March  31,  2005, and the balance of $405,000 was  repaid  in
April  2005.  In addition, the Company issued 200,000  shares  of
common  stock to a consultant and 1,000,000 shares to  a  related
party  described in Note 4 for services. The fair value of  these
shares of $68,000 was charged to operations.

During  January  2005 the Company filed a Form SB-2  registration
statement covering the 8,000,000 common shares described in  Note
7  and  2,200,000  of  the  common shares  described  above.  The
registration statement was amended through June 2005  to  include
an  aggregate of 206,428,758 common shares including  the  shares
isuable  pursuant to the conversion of the convertible debentures
and exercise of warrants issued as described in Note 8.

During April 2005 the Company increased its authorized shares  to
250,000,000   of  which  5,000,000  are  preferred   shares   and
245,000,000 are common shares.

During  May  2005 the Company issued 1,000,000 shares  of  common
stock  to  an  affiliate for consulting services and charged  the
fair value of the shares of $60,000 to operations.

Stock-based Compensation

During  October  2004  the Company issued  2,000,000  options  to
purchase shares of common stock to an officer. Compensation costs
charged to operations aggregated $120,000 for these options.

SFAS  123  requires  the Company to provide proforma  information
regarding  net  income and earnings per share as if  compensation
cost for the Company's stock option plans had been determined  in


                                8
<PAGE>


accordance  with the fair value based method prescribed  in  SFAS
123. The fair value of the option grants is estimated on the date
of  grant  utilizing the Black-Scholes option pricing model  with
the  following weighted average assumptions for grants during the
period  ended June 30, 2005: expected life of options of 5 years,
expected volatility of 121%, risk-free interest rate of 3% and no
dividend  yield. The weighted average fair value at the  date  of
grant  for options granted during the period ended June 30, 2005,
approximated  $.14  per  option.  These  results   may   not   be
representative of those to be expected in future years.

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


Net (loss)
            As reported                 $(1,392,618)
            Proforma                    $(1,552,618)
Basic and diluted (loss) per share
            As reported                 $(.05)
            Proforma                    $(.05)

A summary of stock option activity is as follows:
<TABLE>
<CAPTION>
                                             Weighted  Weighted
                                 Number      average   average
                                   of        exercise   fair
                                 shares       price     value
                                 ------       -----     -----
     <S>                         <C>          <C>       <C>
     Balance at
       September 30, 2004         934,112
     Granted                    2,000,000    $1.23     $1.23
         Exercised/Forfeited   (2,750,260)   $1.23     $1.23
                               ----------
     Balance at
       June 30, 2005              183,852
                               ==========
</TABLE>

The  following  table  summarizes information  about  fixed-price
stock options at June 30, 2005:

<TABLE>
<CAPTION>
                             Outstanding                 Exercisable
                 Weighted     Weighted     Weighted-
                 Average      Average      Average
      Exercise    Number     Contractual   Exercise    Number       Exercise
      Prices    Outstanding    Life         Price      Exercisable  Price
      ------    -----------    ----         -----      -----------  -----
      <S>       <C>          <C>            <C>        <C>          <C>
      $1.01        31,852    2.0 years      $1.01         31,852    $1.01
      $1.25       100,000    5.0 years      $1.25        100,000    $1.25
      $1.31        52,000    5.0 years      $1.31         52,000    $1.31
                  -------                                -------
                  183,852                                183,852
                  =======                                =======
</TABLE>

(7)  Commitments, Concentrations and Contingencies

During  the period ended June 30, 2005, the Company derived  46%,
15%  and 10% of its total sales from three customers. At June 30,
2005, $49,946 is due from these customers.


                                9
<PAGE>


During  May  2003 Global Healthcare Laboratories,  Inc.  (Global)
made  a claim against the Company for breach of contract under  a
master   license  agreement.  Management  contended  that  Global
committed  fraud  and  multiple breaches of  the  master  license
agreement and that the claim was without merit. The matter was re-
filed  for  the  third  time by the plaintiffs  after  two  prior
dismissals by the Federal courts for failure to state a cause  of
action.  On August 31, 2004, a verdict was rendered in  favor  of
the  plaintiffs and they were awarded a judgment in  the  sum  of
$2,501,191. The Company initially intended to appeal the verdict,
however  on December 3, 2004, the Company and Global settled  the
matter as follows:

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

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  January 2005 and effective February 16, 2005, the Company
entered  into  a professional services agreement with  an  entity
acting as an independent contractor to distribute its products in
the  United States. As compensation the Company agreed to  pay  a
commission of the greater of 5% of invoiced shipments or $105,000
for the year ended December 31, 2005 and $144,000 for each of the
years  ended  December 31, 2006 and 2007. The  agreement  may  be
terminated by either party for any reason within 6 months of  the
date  of the agreement. Thereafter the Company may terminate  the
agreement with 6 months notice.

During  January  2005  the  Company  entered  into  a  one   year
consulting  agreement with an entity to assist the  Company  with
its   business  plan  and  introduce  the  Company  to  potential
investors.  Should  the Company decide to enter  into  a  funding
transaction as a result of an introduction by the consultant  the
consultant shall designate a registered broker Dealer to complete
the  transaction.  The consultant shall receive a cash fee of 10%
of the funds procured and warrants to purchase common stock equal
to 10% of the total shares issued for a period of 5 years at 105%
of  the price at which the shares are sold. The shares underlying
the warrants are subject to certain registration rights.

(8)  Notes Payable

On  March  31, 2005, the Company executed an agreement  with  NIR
Group,  a New York-based investor group. The basic terms  of  the
agreement were as follows:


                                10
<PAGE>


A.  1,540,000   8%   Callable Secured Convertible  Debenture  due
three  years  from the date of issuance. The investment  will  be
made  in three tranches, the first in the amount of $740,000 upon
signing  of  the agreement; the second in the amount of  $400,000
upon the filing of a registration statement; and the third in the
amount  of  $400,000 upon the effectiveness of  the  registration
statement. The first payment in the amount of $740,000 less  fees
associated with the debenture of $75,000 and additional  payments
of  $700,000 less fees associated with the debenture  of  $27,500
have  been received by the Company. The $102,500 in fees will  be
charged to operations over the term of the debenture. The balance
of  the funds was utilized to pay off the existing Secured Lender
in  the  sum of $405,000 plus accrued interest and the  remaining
amount  will  be used for  an advertising  campaign  and  general
corporate  obligations.  An officer also  agreed  to  pledge  his
common stock during the period that the note is outstanding.

B. Interest at the rate of 8% per annum payable quarterly with  8
months  payable in a lump sum at the close of the second  tranche
and  8  months  payable in a lump sum at the close of  the  third
tranche.  The interest rate resets to 0% for any month  in  which
the  price  of  the  stock is 125% of the  Initial  Market  Price
(approximately $.05) for each trading day during that month.

C. The Debenture is immediately convertible into shares of common
stock  at any time during the term. The conversion price will  be
equal  to 40% of the lesser of $.09 and the average of the lowest
intra-day  trading prices during the 20 trading days  immediately
prior to the conversion.

D.  At  the  Company's option, in any month in which the  current
stock  price  is below the Initial Market Price, the Company  can
pay outstanding principal and interest due for that month and  no
conversions can be made for that month.

E.  The  holder  of  the  Debenture will also  receive  1,540,000
warrants  to  purchase one share of common stock at  an  exercise
price  of  $.085.  The  fair value of $.05 per  warrant  will  be
charged  to operations as interest expense over the term  of  the
Debenture.  Through  June 2005 the Company has  recorded  $72,000
related  to the value of the warrants as deferred loan costs  and
amortization of $9,829 as additional interest on the debentures.

F.  The  Company will undertake to file a Registration  Statement
covering  all of the underlying common stock issuable  under  the
Debenture and the Warrants (see Note 6).

(9)  Basis of Reporting
The  Company's  financial statements are  presented  on  a  going
concern  basis, which contemplates the realization of assets  and
satisfaction of liabilities in the normal course of business. The
Company  has  experienced  a  significant  loss  from  operations
including  the settlement of certain litigation. For  the  period
ended  June  30,  2005,  the  Company  incurred  a  net  loss  of
$1,392,618 and has an accumulated deficit of $15,597,481  at June
30, 2005.

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

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


                                11
<PAGE>


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.












                                12
<PAGE>


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

Three months ended June 30, 2005 Compared with three months
ended June 30, 2004 and Nine Months ended June 30,2005
compared with Nine months ended June 30,2004
--------------------------------------------------

GENERAL
-------

The Company is now headquartered at 7284 W. Palmetto Park Rd., Suite
207, Boca Raton, Florida 33433 since January 1,2004. 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 2004 third fiscal quarter ended June 30, 2005, Sales
decreased 22.0% to $181,034 from $232,087. This decrease was
primarily caused by Eckerd's drugstores merger with CVS. CVS
ceased ordering Snorenz at the end of December 2004. The Company
has attempted to re-open this account by presenting the product
to the category buyer and the decision by CVS is still pending.
The Company is hopeful that a positive decision for its product
lines will occur by October 1, 2005.  Also affecting Sales were
the overall consumer demand for the products in this category
"Cough and Cold" which showed a sharp decline. This overall
category decline has resulted in Walgreen's no longer carrying
the product lines as well.

For the Nine months ended June 30, 2005 sales decreased 11.70% to
$664,678 from $744,288, for the nine months ending June 30, 2004.
The decrease is attributable to a decline in overall customer
demand and the loss of several accounts as described above.

Gross profit for the third quarter was $81,376 versus $133,627
for the year ago quarter, a decrease of 39.1%. The decrease was
due to lower sales. The gross profit margin was 45.0% during the
quarter ended June 30, 2005, as compared to 57.6% during the
quarter ended June 30, 2004. This decrease resulted from lower
sales as cost of sales on a quarter comparison where virtually
unchanged.

For the nine months ended June 30, 2005 Gross profit was $393,931
versus $397,639 for the nine months ending June 30, 2004, a
decrease of 0.9%. The gross profit margin was 59.3% during the
quarter ended June 30, 2005, as compared to 53.4% during the
quarter ended June 30, 2004. This increase resulted from
increased wholesale prices and the shipping of previously
manufactured inventory.


                                13
<PAGE>


Operating expenses (selling, general and administrative
expenses)for the 2005 quarter decreased to $557,582 from
$1,062,432, a decrease of 47.5%.  The large decrease is due
to several factors including, decreased legal fees, consultants
fees and overall operating costs.

Operating expenses for the nine months decreased from $1,873,503 to
$1,184,738, a decrease of 36.8%. The decrease for the nine months
is attributable to the  Company's continued cost cutting program;
also, the Company has bought remnant advertising time and saved
significant amounts in order to effectively advertise the
products on a reduced operating budget. The Company is also waiting
until the Fall of 2005 to advertise the products in conjunction
with new accounts ordering and placing the products on the shelves.

Operating loss for the 2005 period was $536,206 as opposed to a
loss of $1,208,155 in the prior year's quarter. The loss was
substantially lower because of lower SGA and cost cutting
measures by management.

Operating loss for the Nine months was $1,156,447 as compared
to $1,890,964 for the nine months a year ago. The loss was
substantially lower because of lower SGA and cost cutting
measures by management.


Interest expense increased from $39,850 in the year ago quarter
to $47,111 for this quarter.  Interest expense for the
nine month period decreased from $111,185 to $56,171. The decrease
is directly attributable to less borrowings by the Company.

For the second fiscal quarter the company reported a loss of
$0.02 per share versus a loss of $0.08 per share in the year ago
quarter.

For the third quarter nine month comparison the Company lost $0.05
cents as compared to a loss of $0.25 in the year ago quarter.

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

Cash on hand at June 30, 2005 was $514,805 and the Company had
working capital of $681,723 at June 30, 2005.

Net cash used in operating activities was $963,390 during the
nine months ended June 30, 2005.

Net cash used in investing activities was $-0- during the nine
months ended June 30, 2005.



                                  14

<PAGE>


Net cash provided by financing activities was $1,264,487 during the
nine months ended June 30, 2005, which consisted of $101,987 from
the proceeds from the sale of management options and $175,000 of
repayment of the original credit facility and $1,337,500 from the
convertible debenture.

The Company has affected a 5% price increase for all of its products.

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, 2004
are those that depend most heavily on these judgments and estimates.


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

Recently issued accounting pronouncements and their effect on us
are discussed in the notes to the financial statements in our
September 30, 2004 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 to update the forward-looking
statements contained in this Form 10QSB filing.


Item 3.  Controls & Procedures

As required by Rule 13a-15 under the Exchange Act, as of the
date of the filing of this report , the Company carried out an
evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures.  This
evaluation was carried out under the supervision and with the
participation of the Company's management, including the
Company's President, Chief Executive Officer and Chief Financial
Officer. Based upon that evaluation, the Company's President,
Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are
effective. 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 carried out its evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required
to be disclosed in Company reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in Company reports
filed under the Exchange Act is accumulated and communicated to
management, including the Company's Chief Executive Officer and
Chief Financial Officer as appropriate, to allow timely decisions
regarding required disclosure.

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.



                                15

<PAGE>

                              PART II
                              -------

Item 1.  LEGAL PROCEEDINGS

         All legal proceedings disclosed in the prior filings have
         been settled by the Company. The terms of the settlement
         were disclosed on From 8-K as filed on December 12, 2004.


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

         On April 21st, 2005 the Company filed its Definitive
Proxy Statement requesting an increase of the authorized shares
from 50,000,000 to 250,000,000. The results of the proxy vote
which was scheduled for May 22, 2005 were extended to June 22nd,
2005. The results were that the amendment passed by a majority
vote of the shareholders


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

    32.2   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




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


                            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 27, 2005
                                   By:  /s/Paul B. Kravitz
                                      --------------------------
                                      Paul B. Kravitz
                                      Chief Executive Officer



                                16
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