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

                               FORM 10-QSB
(Mark One)
[X]     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, 2006
                                  or
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
      for the transition period from ________________  to  ______________

                 Commission File Number  000-29171
                                        -----------

                            MED GEN, INC.
        ----------------------------------------------------
       (Exact name of registrant 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 by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12B-2).          Yes [ ]       No [X]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).       Yes [ ]       No [X]

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

As of March 31st, 2006, 41,621,727 shares of common stock,.001 par value
per share, were outstanding.

The Company's stock trades on the OTCBB under the symbol "MGEN".

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

<PAGE>

                                   INDEX
                                   -----

PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

          Balance Sheet - March 31, 2006 (Unaudited)

          Statements of Operations - Three months ended March
          31,2006 and 2005  and Six Months ended
          March 31,2006 and 2005 (Unaudited)

          Statements of Cash Flows - Six months ended March 31,
          2006 and 2005 (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
                            March 31, 2006
                             (Unaudited)

ASSETS

Current Assets
   Cash and cash equivalents                      $   766,427
    Accounts receivable                                92,356
    Inventory                                         125,102
    Other current assets                                5,700
                                                  -----------
      Total Current Assets                            989,585
                                                  -----------
Property and Equipment, net                            36,467
                                                  -----------
Other Assets
    Deferred loan costs                               226,420
    Deposits and other                                121,673
                                                  -----------
                                                      348,093
                                                  -----------

                                                  $ 1,374,145
                                                  ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses          $ 2,641,689
                                                  -----------
      Total Current Liabilities                     2,641,689
                                                  -----------

Derivative financial instruments                    9,858,355
                                                  -----------
Convertible debentures                                246,887
                                                  -----------
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, 495,000,000
     shares authorized, 41,621,727 shares
     issued and outstanding                            41,622
   Paid in capital                                 24,718,044
   Accumulated (deficit)                          (36,132,452)
                                                  -----------
                                                  (11,372,786)
                                                  -----------

                                                  $ 1,374,145
                                                  ===========



         See accompanying note to the financial statements.

                                4
<PAGE>



                           Med Gen, Inc.
                     Statements of Operations
 For the Three Months and Six Months Ended March 31, 2006 and 2005
                           (Unaudited)
<TABLE>
<CAPTION>

                                                       Three Months                 Six Months
                                               --------------------------   --------------------------
                                                   2006           2005          2006           2005
                                               -----------    -----------   -----------   ------------
<S>                                            <C>            <C>           <C>            <C>

Net sales                                      $    45,820    $   201,471   $   145,968   $    483,644

Cost of sales                                       51,679         71,449        79,829        171,089
                                               -----------    -----------   -----------   ------------

Gross profit                                        (5,859)       130,022        66,139        312,555
                                               -----------    -----------   -----------   ------------

Operating expenses:
  Selling, general and administrative expenses -
    Non cash stock compensation                    169,650        185,640       225,350        305,640
  Selling, general and administrative expenses -
    Other                                          353,765        309,479     1,058,987        627,156
                                               -----------    -----------   -----------   ------------
                                                   523,415        495,119     1,284,337        932,796
                                               -----------    -----------   -----------   ------------

(Loss) from operations                            (529,274)      (365,097)   (1,218,198)      (620,241)
                                               -----------    -----------   -----------   ------------
Other (income) expense:
  Interest expense                                  67,274        184,806       207,966        189,060
  Derivative instrument expense                  8,336,244      9,328,111     8,286,527      9,328,111
                                               -----------    -----------   -----------   ------------
                                                 8,403,518      9,512,917     8,494,493      9,517,171
                                               -----------    -----------   -----------   ------------

(Loss) before income taxes                      (8,932,792)    (9,878,014)   (9,712,691)   (10,137,412)

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

Net (loss)                                     $(8,932,792)   $(9,878,014)  $(9,712,691)  $(10,137,412)
                                               ===========    ===========   ===========   =============
Per share information - basic and fully diluted:

 Weighted average shares outstanding            27,103,694      1,474,045    16,809,540       1,409,734
                                               ===========    ===========   ===========   =============

 Net (loss) per share                          $     (0.33)   $     (6.70)  $     (0.58)  $       (7.19)
                                               ===========    ===========   ===========   =============

</TABLE>

         See accompanying note to the financial statements.

                                5
<PAGE>


                           Med Gen, Inc.
                     Statements of Cash Flows
          For the Six Months Ended March 31, 2006 and 2005
                          (Unaudited)
<TABLE>
<CAPTION>
                                                     2006            2005
                                                 -----------     -----------
<S>                                              <C>             <C>

Cash flows from operating activities:
 Net cash (used in) operating activities         $(1,120,683)    $  (566,030)
                                                 -----------     -----------
Cash flows from investing activities:
Accquisition of property and equipment                (9,174)              -
                                                 -----------     -----------
 Net cash (used in) investing activities              (9,174)              -
                                                 -----------     -----------
Cash flows from financing activities:
Borrowing on related party notes                           -         230,000
Proceeds from option exercise                            350         101,987
Proceeds from convertible debentures               1,135,000         665,000
                                                 -----------     -----------
 Net cash provided by financing activities         1,135,350         996,987
                                                 -----------     -----------

Net increase in cash                                   5,493         430,957

Beginning - cash and cash equivalents                760,934         213,708
                                                 -----------     -----------

Ending - cash and cash equivalents               $   766,427     $   644,665
                                                 ===========     ===========

</TABLE>

         See accompanying note to the financial statements.

                                6
<PAGE>




                           MED GEN, INC.
                  NOTES TO FINANCIAL STATEMENTS
                         MARCH 31, 2006
                          (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, 2005, 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) Stockholders' (Deficit)

During  the period from October 2005 through March 2006  the
Company  issued an aggregate of 12,290,000 shares of  common
stock for services rendered. The shares were valued at their
fair   market  value  of  $225,350  which  was  charged   to
operations during the period.

During  the period from October 2005 through March 2006  the
Company  issued an aggregate of 26,452,950 shares of  common
stock for the conversion $199,390 of the notes described  on
Note 6.

During  December 2005 the Company cancelled an aggregate  of
400,000 shares of common stock which it held for issuance to
settle the litigation described in Note 5.

During the period ended March 31, 2006, the Company adjusted
the  receivable related to common shares held by an  officer
from  $35,000  to  $350  and charged $34,650  to  operations
related to this repricing. The officer also paid the $350 to
the Company.

Stock-based Compensation

The  Company  did not issue options during the period  ended
March 31, 2006.


                                7
<PAGE>


A summary of stock option activity is as follows:

                                          Weighted   Weighted
                               Number      average   average
                                 of       exercise    fair
                               shares       price     value
                               -------      -----     -----
     Balance at
          September 30, 2005    9,197       $24.50   $24.50
     Granted                        -
     Exercised/Forfeited            -
                               ------
     Balance at
          March 31, 2006        9,197       $24.50   $24.50
                               ======

The following table summarizes information about fixed-price
stock options at March 31, 2006:

<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       1,597      1.0 years    $20.20       1,597       $20.20
     $1.25       5,000      3.0 years    $25.00     100,000       $25.00
     $1.31       2,600      3.0 years    $26.20       2,600       $26.20
              --------                             --------
                 9,197                                9,197
              ========                             ========
</TABLE>

(5)  Commitments, Concentrations and Contingencies

During  the period ended March 31, 2006, the Company derived
19%, 12% and 11% of its total sales from three customers. At
March 31, 2006, $18,000 is due from these customers.

Litigation

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

The  Company  would make cash payments to Global aggregating
$200,000 through March 1, 2005, and would issue to Global an
aggregate  of 400,000 shares of common stock. The shares  to
be  issued  were  valued  at  their  fair  market  value  of
$1,120,000. The Company has recorded an accrual of  $200,000
for  the  cash  payments  due and a  stock  subscription  of
$1,120,000  for the common shares issuable at September  30,
2004,   and  charged  $1,320,000  to  operations   for   the
settlement  during the year ended September  30,  2004.  The
Company has agreed to file a registration statement covering
an  aggregate of 510,000 shares of common stock on or before
January  15,  2005, and should it not due so  an  additional
25,000 shares of common stock would be due to Global. Global
will be required to execute proxies giving the voting rights
of the shares issuable to an officer of the Company.




                                8
<PAGE>



A  dispute  between  the parties arose  and  the  settlement
agreement  was set aside by the Court and no new  settlement
agreement has yet been reached. Through September 30,  2005,
the Company made payments to Global aggregating $75,000.  At
September  30,  2005,  the Company has recorded  an  accrual
amounting  $2,426,191 (the original judgment  of  $2,501,191
less  the  payments  made  of $75,000)  plus  post  judgment
interest  at 7% of $169,800. During the year ended September
30,  2005, the Company charged $1,181,191 to operations  for
the  difference between the settlement recorded during  2004
and  the  total judgment awarded. The Company  is  currently
attempting  to  negotiate  a new settlement  agreement  with
Global.  In addition, the Company issued 400,000  shares  of
its  common  stock  which were held by the  Company  pending
issuance  to  Global. These shares were cancelled  when  the
settlement was set aside.

During the period ended March 31, 2006, the Company recorded
an additional $43,770 of post judgment interest.

In  December 2005, the Company filed litigation against CVS,
Inc.  The Company sold CVS in excess of $140,000 dollars  of
goods  and received payment of approximately $26,000  during
an  18 month period. CVS terminated the product in late  May
2005  and  claims the Company owes them $77,000.  Management
cannot  determine  the outcome of this  litigation  at  this
time.

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.

(6)   CALLABLE SECURED CONVERTIBLE NOTES AND  DERIVATIVE
INSTRUMENT LIABILITIES

Derivative financial instruments

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

The Company reviews the terms of convertible debt and equity
instruments  issued to determine whether there are  embedded
derivative  instruments, including the  embedded  conversion
option, that are required to be bifurcated and accounted for
separately   as   a  derivative  financial  instrument.   In
circumstances where the convertible instrument contains more
than  one  embedded  derivative  instrument,  including  the
conversion  option, that is required to be  bifurcated,  the
bifurcated  derivative instruments are accounted  for  as  a
single,  compound derivative instrument. Also, in connection
with  the  sale of convertible debt and equity  instruments,
the  Company may issue freestanding options or warrants that
may,   depending  on  their  terms,  be  accounted  for   as
derivative  instrument liabilities, rather than  as  equity.
The  Company  may  also issue options or  warrants  to  non-
employees  in  connection with consulting or other  services
they provide.



                                9
<PAGE>



Certain  instruments, including convertible debt and  equity
instruments and the freestanding options and warrants issued
in  connection  with those convertible instruments,  may  be
subject  to  registration  rights agreements,  which  impose
penalties  for  failure  to register the  underlying  common
stock  by a defined date. If the convertible debt or  equity
instruments  are  not considered to be "conventional",  then
the  existence  of  the potential cash penalties  under  the
related  registration  rights agreement  requires  that  the
embedded  conversion option be accounted for as a derivative
instrument   liability.  Similarly,   the   potential   cash
penalties  under  the related registration rights  agreement
may  require us to account for the freestanding options  and
warrants  as  derivative  financial instrument  liabilities,
rather  than  as  equity. In addition, when the  ability  to
physical  or net-share settle the conversion option  or  the
exercise  of the freestanding options or warrants is  deemed
to  be  not within the control of the company, the  embedded
conversion option or freestanding options or warrants may be
required  to  be  accounted for as  a  derivative  financial
instrument liability.

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

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

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

The  discount  from the face value of the convertible  debt,
together  with  the  stated interest on the  instrument,  is
amortized  over the life of the instrument through  periodic
charges  to  income,  usually using the  effective  interest
method. When the instrument is convertible preferred  stock,
the  dividends  payable are recognized as they  accrue  and,
together with the periodic amortization of the discount, are
charged directly to retained earnings.

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



                                10
<PAGE>



On  March  30,  2005, the Company entered into a  Securities
Purchase  Agreement  with four accredited  investors  ("Note
Holders")  for the sale of up to (i) $1,540,000 in  Callable
Secured Convertible Notes (the "Convertible Notes") and (ii)
warrants  to purchase up to 1,540,000 shares of  its  common
stock  (the "Warrants"). The Convertible Notes bear interest
at  8% and have a maturity date of three years from the date
of  issuance.  The  Company  is not  required  to  make  any
principal payments during the term of the Convertible Notes.
The  Convertible Notes are convertible into  shares  of  the
Company's common stock at the Note Holders' option,  at  the
lower  of (i) $0.09 per share or (ii) 60% of the average  of
the  three  lowest intra-day trading prices for  the  common
stock  as quoted on the Over-the-Counter Bulletin Board  for
the  20  trading  days  preceding the conversion  date.  The
warrants are exercisable for a period of five years from the
date  of  issuance and have an exercise price of $0.085  per
share.  The full principal amount of the Notes is  due  upon
the occurrence of an event of default.

The  Convertible Notes and the Warrants were issued in three
tranches,  on March 30, 2005 ($740,000 of Convertible  Notes
and  740,000  Warrants),  on  May  25,  2005  ($700,000   of
Convertible Notes and 700,000 Warrants), and on  August  23,
2005 ($100,000 of Convertible Notes and 100,000 Warrants).

On  August 31, 2005, the Company sold an additional $500,000
of  Convertible Notes and 500,000 Warrants to the same  four
investors. The terms of these Convertible Notes and Warrants
are  the  same as those previously issued, except  that  the
exercise price of the Warrants is $0.09 per share.

On October 31, 2005, the Company sold an additional $600,000
of  Convertible Notes and 600,000 Warrants to the same  four
investors. The terms of these Convertible Notes and Warrants
are  the  same as those previously issued, except  that  the
conversion  price  is $0.04 and the exercise  price  of  the
Warrants is $0.10 per share.

On  February  23,  2006,  the  Company  sold  an  additional
$600,000  of Convertible Notes and 600,000 Warrants  to  the
same  four  investors. The terms of these Convertible  Notes
and Warrants are the same as those previously issued, except
that the conversion price is $0.04 and the exercise price of
the Warrants is $0.05 per share.

The  conversion  price  of  the Convertible  Notes  and  the
exercise price of the warrants will be adjusted in the event
that  the  Company issues common stock at a price below  the
initial  fixed  conversion  or  exercise  price,  with   the
exception of any shares of common stock issued in connection
with  the  Convertible Notes. The conversion  price  of  the
Convertible Notes and the exercise price of the warrants may
also  be  adjusted in certain circumstances such as  if  the
Company  pays  a  stock  dividend,  subdivides  or  combines
outstanding shares of common stock into a greater or  lesser
number  of  shares,  or takes such other  actions  as  would
otherwise  result in dilution of the Note Holders' position.
The Note Holders have contractually agreed to restrict their
ability to convert their Convertible Notes or exercise their
warrants  and  receive shares of the Company's common  stock
such  that the number of shares of common stock held by  the
Note  Holders and their affiliates after such conversion  or
exercise  does  not  exceed 4.99% of  the  then  issued  and
outstanding shares of common stock. In addition, the Company
has  granted  the  Note Holders registration  rights  and  a
security  interest  in substantially all  of  the  Company's
assets.  The Company has the right to prepay the Convertible
Notes under certain circumstances at a premium ranging  from
25%  to 50% of the principal amount, depending on the timing
of such prepayment.

Pursuant  to  the  terms of a Registration Rights  Agreement
entered into with the Note Holders, the Company is obligated
to  register  for resale, within a defined time period,  the
shares  underlying the Warrants and the shares  issuable  on
conversion  of  the  Convertible Notes.  The  terms  of  the
Registration  Rights Agreement provide that,  in  the  event
that  the  registration statement does not become  effective
within  105  days  of  the  issuance  of  the  Warrants   or
Convertible  Notes, the Company is required to  pay  to  the
Note  Holders as liquidated damages, an amount equal  to  2%
per  month of the principal amount of the Convertible Notes.



                               11
<PAGE>


This  amount may be paid in cash or, at the Holder's option,
in  shares  of  common stock priced at the conversion  price
then in effect on the date of the payment.

Because  the  Warrants are subject to a Registration  Rights
Agreement  with  the Note Holders, they have been  accounted
for  as  derivative instrument liabilities  (see  below)  in
accordance  with  EITF  00-19,  "Accounting  for  Derivative
Financial  Instruments Indexed To, and  Potentially  Settled
In, a Company's Own Common Stock" (EITF 00-19).  Accordingly
the  initial  fair value of the warrants,  amounting  to  an
aggregate   of  $1,550,481  was  recorded  as  a  derivative
instrument  liability. The fair value of  the  warrants  was
determined using the Black-Scholes valuation model, based on
the  market  price  of the common stock  on  the  dates  the
Warrants  were issued, an expected dividend yield of  0%,  a
risk-free  interest  rate based on constant  maturity  rates
published  by  the U.S. Federal Reserve, applicable  to  the
life  of  the Warrants, expected volatility of 50%  and  the
five year life of the Warrants.

The  Company is required to re-measure the fair value of the
warrants at each reporting period. Accordingly, the  Company
re-measured  the fair value of the Warrants at December  31,
2005  using the Black-Scholes valuation model based  on  the
market  price of the common stock on that date, an  expected
dividend  yield of 0%, a risk-free interest  rate  based  on
constant  maturity  rates  published  by  the  U.S.  Federal
Reserve,  applicable to the remaining term of the  Warrants,
expected volatility of 50% and an expected life equal to the
remaining  term  of the Warrants. This resulted  in  a  fair
market value for the warrants of $17,599 at March 31,  2006.
Upon  the  Company meeting its obligation  to  register  the
securities, the fair value of the Warrants on that date will
be reclassified to equity.

Because the conversion price of the Convertible Notes is not
fixed,   the   Convertible  Notes  are   not   "conventional
convertible  debt"  as  that term is  used  in  EITF  00-19.
Accordingly, because the shares underlying the conversion of
the Convertible Notes are subject to the Registration Rights
Agreement  with  the  Holders, the Company  is  required  to
bifurcate and account separately for the embedded conversion
options,  together  with  any other  derivative  instruments
embedded in the Convertible Notes.

The  conversion  option  related to each  Convertible  Note,
together with the embedded call options represented  by  the
Note  Holders'  right to receive interest payments  and  any
registration rights penalties in common stock, were treated,
for  each  Convertible Note, as a single compound derivative
instrument,  and  were bifurcated from the Convertible  Note
and  accounted  for  separately as a  derivative  instrument
liability  (see below).  The bifurcated embedded  derivative
instruments, including the embedded conversion options which
were  valued  using the Black-Scholes valuation model,  were
recorded  at  their initial fair value of  an  aggregate  of
$22,829,761.  Because  the  initial  fair  values  of  these
embedded  derivative  instruments, together  with  the  fair
values  of  the  Warrants that were also  accounted  for  as
derivative instrument liabilities and recorded at their fair
values,  exceeded the proceeds received (the face amount  of
the  Convertible Notes), the difference was recorded  as  an
immediate charge to income.

The  discount from the face amount of the Convertible  Notes
represented  by  the  value assigned  to  the  Warrants  and
bifurcated  derivative instruments is being  amortized  over
the  period to the due date of each Convertible Note,  using
the effective interest method.


                                12
<PAGE>



A summary of the Callable Secured Convertible Notes and
derivative instrument liabilities at March 31, 2006, is as
follows:

Callable Secured Convertible Notes; 8% per annum;
    due March 30, 2008                                         $740,000
Less: face amount of Notes converted                           (321,714)
                                                             ----------
                                                                418,286
Less: unamortized discount related to warrants and
bifurcated embedded derivative instruments                     (416,810)
                                                             ----------
                                                               $  1,476
                                                             ----------
Callable Secured Convertible Notes; 8% per annum;
    due May 25, 2008                                           $700,000
Less: unamortized discount related to warrants and
bifurcated embedded derivative instruments                     (700,000)
                                                             ----------
                                                               $      -
                                                             ----------
Callable Secured Convertible Notes; 8% per annum;
    due August 23, 2008                                        $100,000
Less: unamortized discount related to warrants and
bifurcated embedded derivative instruments                     (100,000)
                                                             ----------
                                                               $      -
                                                             ----------
Callable Secured Convertible Notes; 8% per annum;
    due August 31, 2008                                        $500,000
Less: unamortized discount related to warrants and
bifurcated embedded derivative instruments                     (500,000)
                                                             ----------
                                                               $      -
                                                             ----------
Callable Secured Convertible Notes; 8% per annum;
    due October 31, 2008                                       $600,000
Less: unamortized discount related to warrants and           ----------
bifurcated embedded derivative instruments                     (356,782)
                                                             ----------
                                                               $243,218
                                                             ----------
Callable Secured Convertible Notes; 8% per annum;
    due February 23, 2009                                      $600,000
Less: unamortized discount related to warrants and
bifurcated embedded derivative instruments                     (597,807)
                                                             ----------
                                                               $  2,193

                                                             ==========
Total carrying value at March 31, 2006                         $246,887
                                                             ==========

Derivative financial instrument liabilities

We  use  the  Black-Scholes valuation  model  to  value  the
Warrants  and  the embedded conversion option components  of
any  bifurcated  embedded derivative  instruments  that  are
recorded as derivative liabilities.

In  valuing the Warrants and the embedded conversion  option
components    of   the   bifurcated   embedded    derivative
instruments, at the time they were issued and at  March  31,
2006,  we used the market price of our common stock  on  the
date of valuation, an expected dividend yield of 0% and  the
remaining  period to the expiration date of the warrants  or
repayment  date of the Convertible Notes. All  warrants  and
conversion  options can be exercised by the  holder  at  any
time.

Because  of  the limited historical trading  period  of  our
common  stock, the expected volatility of our  common  stock
over  the  remaining  life  of the  conversion  options  and
Warrants  has been estimated at 50%. The risk-free rates  of
return  used were based on constant maturity rates published
by  the  U.S.  Federal Reserve, applicable to the  remaining
life of the conversion options or Warrants.



                                13
<PAGE>


At  March  31,  2006,  the following derivative  liabilities
related  to  common  stock Warrants and embedded  derivative
instruments were outstanding:

                                           Exercise                 Value-
                                          Price Per  Value-Issue  March 31,
Issue Date  Expiry Date                     Share       Date        2006
---------------------------------------------------------------------------

03-30-2005  03-30-2010  740,000 warrants   $0.085   $673,400$       3,210

05-25-2005  05-25-2010  700,000 warrants    0.085    693,000        3,211

08-23-2005  08-23-2010  100,000 warrants    0.085     31,000          464

08-26-2005  08-26-2010  500,000 warrants    0.090    145,000        2,339

10-31-2005  10-31-2010  600,000 warrants    0.010      6,000        2,582

02-23-2006  02-23-2009  600,000 warrants    0.050      2,081        5,729
                                                                 --------
Fair value of freestanding derivative instrument liabilities
for warrants                                                     $ 17,599
                                                                 --------


                                                                Value-
                                                  Value-Issue  March 31,
Issue Date  Expiry Date                               Date        2006
---------------------------------------------------------------------------

03-30-2005  03-30-2008 $617,676 convertible notes    $9,176,010   $1,433,863

5-25-2005  05-25-2008 $700,000 convertible notes     9,451,556     2,363,512

08-23-2005  08-23-2008 $100,000 convertible notes       413,333      329,356

08-26-2005  08-26-2008 $500,000 convertible notes     1,928,889    1,642,809

10-31-2005  10-31-2008 $500,000 convertible notes       372,000    1,939,909

02-23-2006  02-23-2009$600,000 convertible notes      1,487,973    2,148,906
                                                                  ----------
Fair value of bifurcated embedded derivative instrument
liabilities associated with the above convertible notes           $9,858,355
                                                                  ----------
Total derivative financial instruments                            $9,875,954
                                                                  ==========


(7)  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 March 31, 2006, the Company
incurred a net loss of $9,712,691 and has a working  capital
deficit, an accumulated deficit and a stockholders'  deficit
of  $1,652,104, $36,132,452  and $11,372,786  at  March  31,
2006.

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.


                                14
<PAGE>


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.

(8)  Subsequent Events

On  April  21, 2006, the Company sold an additional $750,000
of  Convertible Notes and 30,000,000 Warrants  to  the  same
four  investors.  The terms of these Convertible  Notes  and
Warrants  are  the same as those previously  issued,  except
that the conversion price is $0.04 and the exercise price of
the Warrants is $0.05 per share.

Through  May 12, 2006, the Company issued 51,912,950  shares
of common stock related to the conversion of an aggregate of
$503,191 of the convertible debt described in Note 6.

During  April  2006 the Company settled the  the  litigation
with  Global for an aggregate of $1,250,000 payable $300,000
upon the signing of the agreement and 30 payments of $31,667
due monthly commencing wit the signing of the agreement.



                                15
<PAGE>



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

Three months ended March 31, 2006 Compared with Three months
ended March 31, 2004 and Six Months ended March 31, 2006
Compared with Six months ended March 31, 2005
---------------------------------------------

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 2005 second fiscal quarter ended March 31, 2006, Sales
decreased 67.26% to $45,820 from $201,471. This decrease was
attributable to three distinct factors:

 A.  The Company has significantly reduced its retail
     distribution and has introduced an entirely new marketing
     program based on Direct To Consumer ("DTC")technologies
     which include newly completed websites, a Direct Mail
     Program and TV infomercial broadcasts.


Currently the Company's largest retail customers are
Albertson's and Rite Aid's stores.

In general, the product's retail distribution has dropped
from a peak of 30,000 retail chain locations to approximately
7000 retail chain locations. The Company anticipates that within
one or two more quarters there will be a further reduction in its
retail distribution of the products, while at the same time the
DTC program is taking effect.


 B.  The ongoing litigation settlement negotiation's
     severely hampered the Company's sales efforts.
     During this quarter management spent all of its efforts
     in working out a structured settlement
     with the judgment creditor. The Company did not advertise
     or promote the products in any manner.
     All of the Company's vendor's were reluctant to proceed
     with any advertising campaigns and selling efforts
     until the threat of bankruptcy was removed. Sales
     plummeted because of this factor. Internet vendors did not
     want to be exposed to potential preference challenges in
     Federal Bankruptcy Court and declined management's assurances
     that the Company would eventually re-settle the litigation.

 C.  The Company was unable to find competent outsourcing
     for its internet-direct to consumer marketing programs.

For the Six months ended March 31, 2006 sales decreased 69.82% to
$145,968 from $483,644,for the six months ending March 31, 2005.

The decrease in sales is attributable to the factors
outlined in paragraphs A,B,and C above

Gross profit for the second quarter was <$5,859> versus $130,022
for the year ago quarter, a decrease of 105.85%. The decrease was
due the large decline in sales for the quarter and the return of
expired merchandise from many retail vendors who dropped the product's.

For the six months ended March 31, 2006 Gross profit was $66,139
versus $312,555 for the six months ending March 31, 2005, a decrease
of 78.84%. This decrease was due the large decline in sales for the
quarter and the return of expired merchandise from many retail vendors.


Gross profit margins for the quarter were non existent and down
from 64.62% in the previous year ago quarter.  The decrease was
due to the destruction of expired product and increased costs of
manufacturing.

Gross profit margins for the Six Months ending March 31,2006
decreased to 54.69% of sales down from 64.62% for the six months
ending March 31, 2005. The decrease was due to increased costs of
manufacturing and a decline in sales.

Operating expenses (selling, general and administrative expenses)
increased to $353,765 from $309,479, an increase of 12.52%. The
small increase is due to increased legal fees incurred in the
settlement negotiations. Management does not believe these costs
will be recurring in future quarters.


Operating expenses for the six months increased from $627,156 to
$1,058,987, an increase of 41.78%. The increase for the six months
is attributable to the following; $78,000 for legal fees while
negotiating the settlement agreement,$180,000 was spent in
advertising,$52,000 for internet websites, $40,000 for consulting
and $75,000 commissions and fees related to the new loans during
this period.


                                16
<PAGE>


Operating loss was $529,274 as opposed to a loss of $365,097 in
the prior year's quarter. The loss was higher because of greatly
reduced sales in the quarter as compared to a year ago. Overall
operating expenses on a comparative basis were about the same.


Operating loss for the Six months was $1,218,198 as compared to
$620,241 for the six months a year ago.  The loss was greater
As sales drastically declined and costs increased.

Interest expense decreased from $184,806 in the year ago quarter
to $67,274 for this quarter. The Company did not have as much
interest due this quarter as a year ago and the decline also
relates to factors in derivative accounting more fully explained
in the "notes to financials".

Interest expense increased for the six month period from $189,060
to $207,966.The increase is directly attributable to more borrowings
from the secured lender


For the second fiscal quarter the company reported a loss of $0.33 per
share versus a loss of $6.70 per share in the year ago quarter.

For the six month period comparison the Company lost $0.58 during
2006 as compared to a loss of $7.19 during 2005.

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

Cash on hand at March 31, 2006, was $766,427 and the Company had
A working capital deficit of $1,652,104 Net cash used in operating
activities was $1,120,683 during the Six months ended March 31, 2006.

Net cash used in investing activities was $9174 during the six
months ended March 31, 2006.



                                17

<PAGE>


Net cash provided by financing activities was $1,135,350 during
the Six months ended March 31, 2006, which consisted of $350.00
from the proceeds from the sale of management options and
$1,135,000 of net draw downs on the credit facility.

The Company has affected a 10% price increase for all of its
products. The Company believes it has sufficient cash resources,
and cash flow to provide for all general corporate operations in
the foreseeable future, but there can be no assurance of this.
The Company intends to drawdown an additional 750,000 dollars in
August 2006 as part of its credit facility.

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
March 31, 2006, the Company incurred a net loss of $9,712,691
and has an accumulated deficit of $36,132,452 at March 31, 2006.

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.

Derivative instruments

In connection with the sale of debt or equity instruments, we may
sell options or warrants to purchase our common stock. In certain
circumstances, these options or warrants may be classified as
derivative liabilities, rather than as equity. Additionally, the
debt or equity instruments may contain embedded derivative
instruments, such as conversion options, which in certain
circumstances may be required to be bifurcated from the
associated host instrument and accounted for separately as a
derivative instrument liability.

The identification of, and accounting for, derivative instruments
is complex. Our derivative instrument liabilities are re-valued at
the end of each reporting period, with changes in the fair value of
the derivative liability recorded as charges or credits to income,
in the period in which the changes occur. For options, warrants and
bifurcated conversion options that are accounted for as derivative
instruments liabilities, we determine the fair value of these
instruments using the Black-Scholes option pricing model.
That model requires assumptions related to the remaining term of
the instruments and risk-free rates of return, our current common
stock price and expected dividend yield, and the expected volatility
of our common stock price over the life of the option. We have
estimated the future volatility of our common stock price based the
history of our stock price. The identification of, and accounting for,
derivative instruments and the assumptions used to value them can
significantly affect our financial statements.


                                18
<PAGE>


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, 2005
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, 2005 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.


                                19
<PAGE>


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.


                                20
<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 in the Company's  most recent proxy filing and
         attached as an Exhibit for shareholder perusal.

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 17th, 2006 the Company filed its Definitive
         Proxy Statement requesting an increase of the authorized
         shares from 500,000,000 to  2,500,000,000. The results of the
         proxy vote which are scheduled for May 29th, 2006 may be
         extended, if necessary to comply with any additional SEC
         requirements. The results of the proxy vote will be disclosed
         on an 8-K filing.


Item 5.  OTHER INFORMATION

         During the last six months the secured lender has converted
         $199,390 dollars of outstanding convertible debentures into
         a total of 26,462,950 common shares.



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


                                21
<PAGE>


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


                             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 15, 2006              By:  /s/Paul B. Kravitz
                                   --------------------------------
                                   Paul B. Kravitz
                                   Chief Executive Officer


                                22
<PAGE>