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

                                FORM 10-QSB/A

                               Amendment No. 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, 2004
                                            -----------------

                     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

26,936,447 Shares outstanding as of December 31, 2004.  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 - December 31, 2004 (Unaudited)

          Statements of Operations - Three months ended December 31, 2004
          and 2003 (Unaudited).

          Statements of Cash Flows - Three months ended December 31, 2004
          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



                                  2
<PAGE>



                            MED GEN, INC.

                  PART I - FINANCIAL INFORMATION

Item 1. Financial Statements




































                                3
<PAGE>


                            Med Gen, Inc.
                            Balance Sheet
                          December 31, 2004
                             (Unaudited)

ASSETS

Current Assets
   Cash and cash equivalents                              $    20,194
    Accounts receivable, net of reserve of $10,000            339,451
    Inventory                                                 125,359
    Other current assets                                        5,700
                                                          -----------
      Total Current Assets                                    490,704
                                                          -----------

Property and Equipment, net                                    49,876
                                                          -----------

Other Assets
    Deposits and other                                         33,563
                                                          -----------

                                                          $   574,143
                                                          ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable                                       $    31,520
   Accrued expenses                                           150,000
   Notes payable - related parties                            331,000
                                                          -----------
      Total Current Liabilities                               512,520
                                                          -----------

Stockholders' Equity
   Preferred stock, $.001 par value, 5,000,000 shares
     authorized:
   Series A 8% cumulative, convertible, 1,500,000 shares
      authorized, no shares issued and outstanding                  -
   Undesignated, 3,500,000 shares authorized                        -
   Common stock, $.001 par value, 50,000,000
     shares authorized, 26,936,447 shares
     issued and outstanding                                    26,936
   Paid in capital                                         14,702,348
   Accumulated (deficit)                                  (14,464,261)
                                                          -----------
                                                              265,023
   Receivable for common stock                               (203,400)
                                                          -----------
                                                               61,623
                                                          -----------

                                                          $   574,143
                                                          ===========


          See accompanying notes to the financial statements.


                                  4

<PAGE>


                              Med Gen, Inc.
                       Statements of Operations
          For the Three Months Ended December 31, 2004 and 2003
                              (Unaudited)


<TABLE>
<CAPTION>
                                                          2004           2003
                                                      -----------    -----------
<S>                                                   <C>            <C>
Net Sales                                             $   282,173    $   267,264

Cost of Sales                                              99,640        104,106
                                                      -----------    -----------

Gross profit                                              182,533        163,158
                                                      -----------    -----------

Operating expenses:
  Non-cash stock compensation                             120,000         87,000
  Selling, general and administrative expenses            317,677        485,077
                                                      -----------    -----------
                                                          437,677        572,077
                                                      -----------    -----------

(Loss) from operations                                   (255,144)      (408,919)
                                                      -----------    -----------

Other expenses:
  Interest expense                                          4,254         48,740
  Other expenses                                                -          6,250
                                                      -----------    -----------
                                                            4,254         54,990
                                                      -----------    -----------

(Loss) before income taxes                               (259,398)      (463,909)

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

Net (loss)                                            $  (259,398)   $  (463,909)
                                                      ===========    ===========

Per share information - basic and fully diluted:

 Weighted average shares outstanding                   26,936,447      3,983,655
                                                      ===========    ===========

 Net income (loss) per share                          $     (0.01)   $     (0.12)
                                                      ===========    ===========
</TABLE>


          See accompanying notes to the financial statements.


                                  5

<PAGE>


                               Med Gen, Inc.
                        Statements of Cash Flows
         For the Three Months Ended December 31, 2004 and 2003
                                (Unaudited)

<TABLE>
<CAPTION>
                                                     2004            2003
                                                 -----------     -----------
<S>                                              <C>             <C>
Cash flows from operating activities:
 Net cash (used in) operating activities         $  (400,741)    $  (225,079)
                                                 -----------     -----------

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

Cash flows from financing activities:
Borrowing (repayment) of related party
  notes, net                                         156,000        (200,000)
Proceeds from option exercise                         51,227         369,603
                                                 -----------     -----------
 Net cash provided by financing activities           207,227         169,603
                                                 -----------     -----------

Net (decrease) in cash                              (193,514)        (55,476)

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

Ending - cash and cash equivalents               $    20,194     $    35,315
                                                 ===========     ===========
</TABLE>








                                  6

<PAGE>

                          MED GEN, INC.
                  NOTES TO FINANCIAL STATEMENTS
                        December 31, 2004
                           (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)  	Accounts Receivable and Revenue Recognition

     Revenue Recognition

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

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

     Accounts Receivable

     Accounts  receivable  are stated at estimated net realizable
     value.  Accounts  receivable  are  comprised of balances due
     from customers net of estimated allowances for uncollectible
     accounts. In  determining  collectability, historical trends
     are evaluated and specific customer issues are  reviewed  to
     arrive at  appropriate allowances. Accounts  receivable  are
     stated  net  of an allowance  of $10,000 which  the  Company
     deemed to be sufficient based  on  the  composition  of  its
     accounts receivable.

     The  Company's  standard  credit terms  are  net 30 days. In
     certain limited instances and  in  conjunction  with initial
     orders  by  large established  retailers  the  Company  will
     extend  credit  terms  to  90   to  120  days.  The  Company
     recognizes  revenue  on  these  sales in accordance with the
     revenue  recognition  policies  described  above. During the
     period  ended  December 31, 2004, the Company was on payment
     hold  with  a significant retailer due to a merger completed
     by  the  retailer  for an  amount of  approximately $87,000,
     which  was  remitted  to the Company during January 2005 and
     made  sales  to   certain  retailers  with  extended  Credit
     terms as described above.

     (4) 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.

     (5)  Notes Payable - Related Parties

     During  the  period  ended December 31,  2004,  the  Company
     repaid  $21,000 in notes due to related parties and borrowed
     an additional $177,000 from related parties with interest at
     8%  per annum.  The balance due this lender was $331,000  at
     December 31, 2004 (see Note 9).

     (6)  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 $2,000,000
     resulting  from net operating loss carryforwards aggregating
     approximately  $6,000,000 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.



                                  7

<PAGE>


     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.

     (7)  Stockholders' Equity

     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.

     Stock-based Compensation

     During  the  period  ended December 31,  2004,  the  Company
     issued options to purchase shares of common stock to certain
     officers.   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 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
     December  31,  2004: 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 December 31, 2004, 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                          $(259,398)
         Proforma                             $(419,398)
     Basic and diluted (loss) per share
         As reported                          $(.01)
         Proforma                             $(.02)




                                  8

<PAGE>


     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
  December 31, 2004         183,852
                          ---------
</TABLE>

     The following table summarizes information about fixed-price
     stock options at December 31, 2004:

<TABLE>
<CAPTION>
                           Outstanding                     Exercisable
                           -----------                     -----------

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

</TABLE>


     (8)  Commitments, Concentrations and Contingencies

     During  the  period  ended December  31,  2004  the  Company
     derived  43%, 14%, 13% and 10% of its total sales from  four
     customers. At December 31, 2004, $147,344 is due from  these
     customers.

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

     The  Company  would make cash payments to Global aggregating
     $200,000 through March 1, 2005 and would issue to Global  an
     aggregate of 8,000,000 shares of common stock. The shares to
     be  issued  were  valued  at  their  fair  market  value  of
     $1,120,000. The Company has recorded an accrual of  $200,000
     for  the  cash  payments  due and a  stock  subscription  of
     $1,120,000  for the common shares issuable at September  30,
     2004.   The  Company  has  agreed  to  file  a  registration
     statement  covering  an aggregate of  10,200,000  shares  of
     common  stock on or before January 15, 2005, and  should  it
     not  due  so  an additional 500,000 shares of  common  stock
     would  be due to Global. Global will be required to  execute
     proxies  giving the voting rights of the shares issuable  to
     an  officer of the Company. Through December 31,  2004,  the
     Company made payments aggregating $50,000 to Global.




                                  9

<PAGE>


     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.

     (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 December  31,  2004,  the
     Company  incurred  a  net  loss  of  $259,398  and  has   an
     accumulated deficit of $14,464,261  at December 31, 2004.

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

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

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

     (10)  Subsequent Events

     During  January  2005 the Company agreed to issue  2,000,000
     shares of common stock to the 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
     will be charged  to operations as  additional  interest over
     the term of the line of credit.  In  addition,  the  Company
     agreed   to  issue  200,000   shares  of  common stock to  a
     consultant. The fair  value  of these shares will be charged
     to operations.

     During January 2005 the Company repaid $35,000 pursuant to a
     note to the related party described in Note 4.

     During   January  2005  the  Company  filed  a   Form   SB-2
     registration statement covering the 8,000,000 common  shares
     described  in  Note  7  and  the  2,200,000  common   shares
     described above.

     During  January 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



                                  10

<PAGE>


     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  toal
     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.









                                  11

<PAGE>


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

Three months ended December 31, 2004
Compared with three months ended December 31, 2003
--------------------------------------------------

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 first fiscal quarter ended December 31, 2004, Sales
increased 5.58% to $282,173 from $267,264.This increase was due to an
advertising campaign to compete with other products in the same marketplace.
Gross profit for the first quarter was $182,533 versus $163,158 for the
year ago quarter, an increase of 11.87%. The increase was due to an increase
in the wholesale price of the products.

Gross profit margins for the quarter increased to 64.68% of sales up
from 61.04% in the previous year ago quarter. The increase was due to lowered
manufacturing costs associated with the Company's products

Operating expenses (selling, general and administrative expenses) decreased
to $317,677 from $485,077,a decrease of 34.51%.  The decrease is due to
several factors including, decreased legal fees and consultants fees and
overall operating costs.

Operating loss was $255,144 as opposed to a loss of $408,919 in the prior
year's quarter.

Interest expense decreased from $48,740 in the year ago quarter to $4,254 for
this quarter. This was due to reducing most of the secured lender's
outstanding debt.

For the first fiscal quarter the company reported a loss of $0.01 per
share versus a loss of $0.12 per share in the year ago quarter.

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

Cash on hand at December 31, 2004 was $20,194 and the Company had a working
capital deficit of $21,816 at December 31, 2004.

Net cash used in operating activities was $400,741 during the quarter ended
December 31, 2004.

Net cash used in investing activities was $-0- during the quarter ended
December 31, 2004.



                                  12

<PAGE>


Net cash provided by financing activities was $207,227 during the quarter
ended December 31, 2004, which consisted of $51,227 from the proceeds from
the sale of management options and $156,000 of net draw downs on the credit
facility.

The Company expects to introduce at least one new product into retail
stores in the upcoming quarter. Further, 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.



                                13

<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

         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

    32.2   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

(b)        On 12-13-2004 a Form 8-K was filed.



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                            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: March 22, 2005
                                        By:  /s/Paul B. Kravitz
                                           --------------------------------
                                           Paul B. Kravitz
                                           Chief Executive Officer














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