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

                                FORM 10-QSB/A

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

             For the quarterly period ended March 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 106, 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

206,385 Shares outstanding as of March 31, 2003.

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


<PAGE>     1



This Form 10-QSB/A for the period ending March 31, 2003 is filed for the
purpose of amending Note 6. Convertible Debentures - Long Term, of the
Notes to Financial Statements to adequately reflect the effect of the
1:80 reverse-split to the conversion prices of the Convertible
Debentures.





                                   INDEX
                                   -----

PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

          Balance Sheet - March 31, 2003 (Unaudited)

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

          Statements of Cash Flows - Six months ended March 31, 2002
          and 2003 (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




<PAGE>    2


                    PART I - FINANCIAL INFORMATION

Item 1. Financial Statements



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

ASSETS

Current Assets
   Cash and cash equivalents                         $       31,841
    Accounts receivable                                     488,546
    Inventory                                               233,020
    Other current assets                                     87,624
                                                     --------------
      Total Current Assets                                  841,031
                                                     --------------

Property and Equipment, net                                  90,159
                                                     --------------

Other Assets
    Deposits                                                 90,706
    Due from affiliates                                      87,697
    Assets held for sale                                     76,922
    Other                                                    11,325
                                                     --------------
                                                     $    1,197,840
                                                     ==============

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses             $      283,757
   Notes payable - officers                                  97,500
   Notes payable                                            696,000
   Convertible debentures                                    30,000
                                                     --------------
      Total Current Liabilities                           1,107,257
                                                     --------------

Convertible debentures                                      400,000
                                                     --------------

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, 50,000,000
     shares authorized, 206,285 shares
     issued and outstanding                                     206
   Paid in capital                                        4,409,303
   Accumulated (deficit)                                 (4,385,966)
                                                     --------------
                                                             23,543
   Receivable for common stock                             (332,960)
                                                     --------------
                                                           (309,417)
                                                     --------------
                                                     $    1,197,840
                                                     ==============


           See accompanying notes to the financial statements.


<PAGE>    3

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



<TABLE>
<CAPTION>
                                               Three Months                      Six Months
                                       --------------------------       ---------------------------
                                           2002           2003             2002            2003
                                       -----------     ----------       -----------     -----------
<S>                                    <C>             <C>              <C>             <C>

Net Sales                              $   936,451     $  586,140       $ 1,889,330     $ 1,140,818

Cost of Sales                              373,482        233,328           644,514         340,147
                                       -----------     ----------       -----------     -----------
                                           562,969        352,812         1,244,816         800,671
                                       -----------     ----------       -----------     -----------

Operating expenses:
  Non cash stock compensation              233,992              -           233,992               -
  Selling, general and
    administrative expenses                446,030        340,236         1,130,060         696,168
                                       -----------     ----------       -----------     -----------
                                           680,022        340,236         1,364,052         696,168
                                       -----------     ----------       -----------     -----------

(Loss) from operations                    (117,053)        12,576          (119,236)        104,503
                                       -----------     ----------       -----------     -----------

Other (income) expense:
  Other (income) expenses                        -              -           (22,884)              -
  Interest expense                          14,988         15,604            32,431          49,773
  Non cash interest expense                      -              -           210,000               -
                                       -----------     ----------       -----------     -----------
                                            14,988         15,604           219,547          49,773
                                       -----------     ----------       -----------     -----------

Income (loss) before income taxes         (132,041)        (3,028)         (338,783)         54,730

Income taxes                                     -              -                 -               -
                                       -----------     ----------       -----------     -----------
Net income (loss)                      $  (132,041)    $   (3,028)      $  (338,783)    $    54,730
                                       ===========     ==========       ===========     ===========

Per share information
  - basic and fully diluted:

 Weighted average shares outstanding       129,903        173,507           129,376         164,801
                                       ===========     ==========       ===========     ===========

Net income (loss) per share            $     (1.02)    $    (0.02)      $     (2.62)    $      0.33
                                       ===========     ==========       ===========     ===========
</TABLE>


           See accompanying notes to the financial statements.


<PAGE>    4


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

<TABLE>
<CAPTION>
                                                    2002            2003
                                                 ----------      ----------
<S>                                              <C>             <C>
Cash flows from operating activities:
 Net cash (used in) operating activities         $ (415,391)     $ (200,840)
                                                 ----------      ----------

Cash flows from investing  activities:
 Net cash (used in) investing activities            (57,581)        (10,382)
                                                 ----------      ----------

Cash flows from financing activities:
 Net cash provided by financing activities          867,800         193,500
                                                 ----------      ----------

Net increase (decrease) in cash                     394,828         (17,722)

Beginning - cash and cash equivalents                 7,987          49,563
                                                 ----------      ----------
Ending - cash and cash equivalents               $  402,815      $   31,841
                                                 ==========      ==========
</TABLE>











           See accompanying notes to the financial statements.


<PAGE>     5

                               MED GEN, INC.
                      NOTES TO FINANCIAL STATEMENTS
                              MARCH 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, 2002 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

During March 2002 the Company refinanced certain obligations to a lender
into a $500,000 note payable. This note bears interest at 8% per annum,
requires interest payments of $3,333 per month and is due on March 23,
2004. During the six months ended March 31, 2003 the Company borrowed an
additional $196,000 from this lender.

(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 $1,300,000 resulting
from net operating loss carryforwards aggregating approximately
$3,800,000 is fully offset by a valuation allowance. The Company has


<PAGE>    6


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.

(6)	Convertible Debentures - long-term

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 based upon the 1:80 reverse split as follows:

At any time after the Company's common stock price exceeds $240 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 $8.00 per common share (election to convert). If this occurs
the debenture holders could convert into a maximum of 25,000
restricted common shares.

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 $8.00 per common share and the remaining 50% of the value of
the debentures converts into the number of common shares determined by
dividing the balance of the value of the debentures by the common
stock price at the 25th monthly anniversary.

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

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


(7)	Stockholders' (Deficit)

During February 2003 the Company affected a one for eighty reverse stock
split. All share and per share amounts have been restated to give effect
to this split.

During January 2003 the Company commenced a private placement  of its
common stock. The Company is offering a minimum of 1,250,000 and a
maximum of 1,785,714 units at $2.80 per unit. Each unit consists of 1
share of common stock and 1 warrant to purchase 1 common share for a
period of four years from the date of issuance. The warrants carry two
separate reset provisions which are not contingent on each other. The
first reset provision occurs if the Company fails to file a registration
statement within 60 days of the closing of the offering.  In the event
the company does not file within the 60 day period, the warrants will be
adjusted to an exercise price of $1.40. The second reset provision
occurs in the event that after twelve months from the beginning of the
first quarter following the date of the closing of this offering, the
Company does not have net profits after taxes of at least $800,000; in
such case, each warrant will be adjusted by 50% of the original $2.80
offering price or the previously adjusted price of $1.40. Based upon
this second reset provision the warrants could carry an exercise price
as low as $.70. The warrants are callable, at the discretion of the
Company, if the average closing bid price for the underlying shares is


<PAGE>    7


$4.50 or more for any 20 consecutive calendar days during the term of
the warrant. If the Company elects to call the warrants, the warrant
holder must exercise his warrants within 15 calendar days from the
date of the call notification. In the event the Company calls the
warrants any warrants not converted into common stock by the warrant
holder within the 15 day conversion time of the call, will expire and
the holder will lose its right to convert the warrants in the future.
This offering was terminated during March 2003.

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

(8)	Concentrations

During the six months ended March 31, 2003 the Company derived 45% of
its total sales from a single customer and during the six months ended
March 31, 2002 the Company derived 14%, 15% and 39% of its sales from
three customers.

(9) 	Commitments and Contingencies

Litigation
----------

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

Other
-----

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

Employment Contracts
--------------------

On September 27, 2002 the Company entered into 5-year employment
contracts with 2 officers in contemplation of the closing of the
acquisition described above and the completion of a private placement.
Each contract provides for annual salary payments aggregating $150,000
plus a bonus equal to 1.66% of the Company's pre-tax income or net cash-
flow whichever is greater. The contracts were to become effective until
the completion of the proposed private placement described in Note 7.
These contracts were never effected due to the termination of the
private placement.


<PAGE>    8


(10)	Subsequent Event

During April 2003 the Company repriced 2,500,000 options held by an
officer from prices ranging from $10.80 to $24.00 to $4.75 which was the
fair market value of the common shares underlying the option on the
repricing date. To date none of the options have been exercised.




<PAGE>    9


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULT OF OPERATIONS
         -----------------------------------------------------------

Three months ended March 31, 2003
Compared with three months ended March 31, 2002

Six months ended March 31, 2003
Compared with six months ended March 31, 2002

GENERAL
-------

The Company has been headquartered at 7284 West Palmetto Park Road,
Suite 106, Boca Raton, Florida 33433, since December 1999. It leases a
4500 square foot facility and does not foresee any need of expansion
during the upcoming fiscal year. The company has elected to outsource
the manufacturing of all of its products at this time.

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

For the three months ended March 31, 2003, net sales decreased 37.41%
from $936,451 to $586,140 in the prior year. The decrease in sales was
due primarily to the K-Mart bankruptcy and the loss of our second
largest account, Nutrition for Life. Concurrent with these events was
the general economic downturn. Gross profit for the three months ended
March 31, 2003 was $352,812 versus $562,969 for the three months ended
March 31, 2002, a decrease of 37.44%. Gross profit margins for the
three-month quarters of both years were substantially the same.

For the six months ended March 31, 2003, net sales decreased 39.62% to
$1,140,818 from $1,889,330 in the prior year. The decrease in sales
was due primarily to the K-Mart bankruptcy, the loss of our second
largest account, Nutrition for Life and the one time "ramp up" of
orders to 1,800 Wal-Mart stores in December 2002. Concurrent with
these events was the general economic downturn. Gross profit for the
six months ended March 31, 2003 was $800,671 versus $1,244,816 for the
same period a year ago, a decrease of 35.68%. Gross profit margins for
the six months ended March 31, 2003 increased to 70.2% from 65.89% in
the previous six months period, a year ago. The increase can be
attributed to management's continued emphasis on reducing the cost of
product and the reduction of sales to Wal-Mart which carry lower gross
margins.

For the three-month period ended March 31, 2003 selling, general and
administrative expenses decreased to $340,236 from $446,030 in the
prior year. The decrease is due to several factors: decreased revenue
which resulted in decreased commissions, settlement of all outstanding
litigation which decreased legal fees and a reduction of staff. In
addition, during 2002 the Company recorded $233,922 in non-cash stock
compensation. Operating income was $12,576 versus a loss of ($117,053)
for the three-month periods.

For the six-month period ended March 31, 2003 selling, general,
administrative expenses decreased to $696,168 from $1,130,060, a
decrease of 38.40%. The decrease is due to several factors: decreased
revenue which resulted in decreased commissions, settlement of all
outstanding litigation which decreased legal fees and a reduction of


<PAGE>    10


staff.   In addition, during 2002 the Company recorded $233,922 in
non-cash stock compensation. Operating income was $104,503 as opposed
to a loss of $119,236 for the six months periods.

For the three-month periods interest expense was approximately the
same.

For the six-month periods interest expense increased to $49,733 from
$32,431 as a result of an increase in borrowings from $500,000 to
$696,000.

For the quarter ended March 31, 2003, the Company reported a loss of
$.02 per share versus a loss of $1.02 per share for the same fiscal
period, a year ago and for the six months ended March 31, 2003, the
Company reported a profit of $.33 per share versus a loss of $2.62 per
share for the same fiscal period, a year age.

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

Cash on hand at March 31, 2003 was $31,841 and the Company had a
working capital deficit of $266,226 at March 31, 2003.

Net cash used in operating activities was $200,840 during the six
months ended March 31, 2003. This decrease is attributed principally
to net income of $54,730 offset by a decrease in accounts payable of
$126,709,an increase in other current assets of $65,495 and an
increase in deposits of $26,558.

Net cash used in investing activities was $10,382 during the six
months ended March 31, 2003, which consisted principally of the
acquisition of property and equipment.

Net cash provided by financing activities was $193,500 during the six
months ended March 31, 2003, which consisted principally of additional
borrowings under the credit facility.

The Company expects to introduce at least one new product into retail
stores in fiscal 2002 and its SnorEnz brand continues to sell in all
of the major customer locations. The Company has affected a 5% price
increase effective March 1, 2003. The Company has continued to cut
costs by eliminating staff, and eliminating one -time legal and
computer and internet related costs. The Company has sufficient cash
resources, receivables and cash flow to provide for all general
corporate operations in the foreseeable future.

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


<PAGE>    11


believe that these accounting policies are grounded on sound
measurement criteria, actual future events can and often do result in
outcomes that can be materially different from these estimates or
forecasts.  The accounting policies and related risks described in the
notes to our financial statements for the year ended September 30,
2002 are those that depend most heavily on these judgments and
estimates.

Recently Issued Accounting Pronouncements
-----------------------------------------

Recently issued accounting pronouncements and their effect on us are
discussed in the notes to the financial statements in our September
30, 2002 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 10WSB filing.


Item 3. Controls and Procedures.
--------------------------------

The Company's Chief Executive Officer/Chief Financial Officer
evaluated the Company's disclosure controls and procedures within
the 90 days preceding the filing date of this quarterly report.
Based upon this evaluation, the Chief Executive Officer/Chief
Financial Officer concluded that the Company's disclosure
controls and procedures are effective in ensuring that material
information required to be disclosed is included in the reports
that it files with the Securities and Exchange Commission.

There were no significant changes in the Company's internal
controls or, to the knowledge of the management of the Company,
in other factors that could significantly affect these controls
subsequent to the evaluation date.



_________________________________________________________________________



                             PART II

Item 1. LEGAL PROCEEDINGS

Not applicable.

Item 2. CHANGE IN SECURITIES

In February, 2003 the Company declared a one for eighty reverse stock
split. The transfer agent issued several shares to various individual
shareholders when fractional shares were held as a result of the
reverse split. Approximately 18 shareholders received an additional
share from the Transfer Agent.


<PAGE>    12

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable


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

On March 13, 2003 the annual shareholders meeting was held at the
corporate headquarters. The shareholders approved the present Board of
Directors for a three year term as follows; 156,031 Yes / 185 No / 250
Abstain.

Item 5. OTHER INFORMATION

In March 2003 Mr. Kravitz, the Chairman of the Board filed Form 13D. He
exercised 50,000 options in a cashless exercise at a price of $4.95. The
aggregate amount of $247,500 is due the Company when he sells his
shares. No sales were made during this fiscal quarter.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 99.1 Certifications

(b) There were no reports filed on Form 8-K for the 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: May 19, 2003                   By:____/s/Paul B. Kravitz___________
                                       Paul B. Kravitz
                                       Chief Executive Officer



<PAGE>    13


      CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Paul Kravitz, certify that:

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

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quaterly report;

4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for Med Gen, Inc. and have:

      a)   designed such disclosure controls and procedures to ensure
           that material information relating to Med Gen, Inc.,
           including its consolidated subsidiaries, is made known to us
           by others within those entities, particularly during the
           period in which this quarterly report is being prepared;

      b)   evaluated the effectiveness of Med Gen, Inc.'s disclosure
           controls and procedures as of a date within 90 days prior to
           the filing date of this quarterly report (the "Evaluation
           Date"); and

      c)   presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based
           on our evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to Med Gen,
Inc.'s auditors and the audit committee of Med Gen, Inc.'s board of
directors (or persons performing the equivalent functions):

      a)   all significant deficiencies in the design or operation of
           internal controls which could adversely affect Med Gen, Inc.'s
           ability to record, process, summarize and report financial
           data and have identified for the registrant's auditors any
           material weaknesses in internal controls; and

      b)   any fraud, whether or not material, that involves management
           or other employees who have a significant role in Med Gen,
           Inc.'s internal controls; and


<PAGE>    14


6. I have indicated in this quarterly report whether there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  May 19, 2003



                             By:_______/s/Paul B. Kravitz___________
                             Paul Kravitz
                             Chief Executive Officer



<PAGE>


      CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jack Chien, certify that:

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

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quaterly report;

4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for Med Gen, Inc. and have:

      a)   designed such disclosure controls and procedures to ensure
           that material information relating to Med Gen, Inc.,
           including its consolidated subsidiaries, is made known to us
           by others within those entities, particularly during the
           period in which this quarterly report is being prepared;

      b)   evaluated the effectiveness of Med Gen, Inc.'s disclosure
           controls and procedures as of a date within 90 days prior to
           the filing date of this quarterly report (the "Evaluation
           Date"); and

      c)   presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based
           on our evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to Med Gen,
Inc.'s auditors and the audit committee of Med Gen, Inc.'s board of
directors (or persons performing the equivalent functions):

      a)   all significant deficiencies in the design or operation of
           internal controls which could adversely affect Med Gen, Inc.'s
           ability to record, process, summarize and report financial
           data and have identified for the registrant's auditors any
           material weaknesses in internal controls; and

      b)   any fraud, whether or not material, that involves management
           or other employees who have a significant role in Med Gen,
           Inc.'s internal controls; and

6. I have indicated in this quarterly report whether there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  May 19, 2003



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


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