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

                           FORM 10-QSB

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

          For the quarterly period ended June 30, 2003

                Commission file number 000-29171

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

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

 7284 W. Palmetto Park Road, Suite #106, Boca Raton, FL   33433
-----------------------------------------------------------------
(Address of principal executive offices)

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

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

           Yes ( X )                     No (   )

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

Common Stock, Par Value $.001 per share

306,285 Shares outstanding as of June 30, 2003.

Transitional Small Business Disclosure Format (check one):

           Yes (   )                     No ( X )

<PAGE>


                              INDEX


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Balance Sheet - June 30, 2003 (Unaudited)

          Statements of Operations - Three months and nine months
          ended June 30, 2002 and 2003 (Unaudited).

          Statements of Cash Flows - Nine months ended June 30,
          2003 and 2002 (Unaudited).

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


PART II.  OTHER INFORMATION

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

Item 5.   Other Information

Item 6.   Exhibits and Reports on Form 8-K


SIGNATURES



<PAGE>



                           Med Gen, Inc.
                           Balance Sheet
                           June 30, 2003
                            (Unaudited)


ASSETS

Current Assets
    Cash and cash equivalents                    $      37,326
    Accounts receivable                                439,031
    Inventory                                          249,330
    Other current assets                                52,226
                                                 -------------
      Total Current Assets                             777,913
                                                 -------------

Property and Equipment, net                             95,681
                                                 -------------

Other Assets
    Deposits                                            90,706
    Assets held for sale                                76,922
    Due from officers                                  127,426
    Other                                               11,118
                                                 -------------
                                                       306,172
                                                 -------------

                                                 $   1,179,766
                                                 =============

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses         $     364,413
   Notes payable - officers                             95,000
   Notes payable                                       775,000
   Convertible debentures                              400,000
   Convertible notes payable                            30,000
                                                 -------------
      Total Current Liabilities                      1,664,413
                                                 -------------

Stockholders' (Deficit)
   Preferred stock, $.001 par value,
     5,000,000 shares authorized
   Series A 8% cumulative, convertible,
     1,500,000 shares      authorized                        -
   Undesignated, 3,500,000 shares authorized                 -
   Common stock, $.001 par value, 50,000,000
     shares authorized, 306,285 shares
     issued and outstanding                                306
   Paid in capital                                   4,904,203
   Accumulated (deficit)                            (4,561,196)
                                                 -------------
                                                       343,313
   Receivable for common stock                        (827,960)
                                                 -------------
                                                      (484,647)
                                                 -------------

                                                 $   1,179,766
                                                 =============


           See accompanying notes to financial statements.


<PAGE>   3

                          Med Gen, Inc.
                   Statements of Operations
 For the Three Months and Nine Months Ended June 30, 2002 and 2003
                           (Unaudited)

<TABLE>
<CAPTION>
                                              Three Months                Nine Months
                                           2002          2003          2002           2003
                                         Restated                    Restated
                                       ----------    ----------     -----------    -----------
<S>                                    <C>           <C>            <C>            <C>

Net Sales                              $  919,587    $  402,505     $ 2,808,917    $ 1,543,323

Cost of Sales                             348,806       190,926         993,320        531,073
                                       ----------    ----------     -----------    -----------
                                          570,781       211,579       1,815,597      1,012,250
                                       ----------    ----------     -----------    -----------

Operating expenses:
  Non cash stock compensation             284,875             -         518,867              -
  Selling, general and administrative
    expenses                              698,468       351,090       1,828,528      1,047,258
                                          983,343       351,090       2,347,395      1,047,258
                                       ----------    ----------     -----------    -----------
(Loss) from operations                   (412,562)     (139,511)       (531,798)       (35,008)

Other (income) expense:
  Other (income) expenses                       -             -         (22,884)             -
  Interest expense                         22,725        35,719          55,156         85,492
  Non cash interest expense                     -             -         210,000              -
                                       ----------    ----------     -----------    -----------
                                           22,725        35,719         242,272         85,492
                                       ----------    ----------     -----------    -----------

Net (loss)                             $ (435,287)   $ (175,230)    $  (774,070)   $  (120,500)
                                       ==========    ==========     ===========    ===========
Per share information - basic and
  fully diluted:

 Weighted average shares outstanding      152,319       239,618         137,040        200,974
                                       ==========    ==========     ===========    ===========

 Net (loss) per share                  $    (2.86)   $    (0.73)    $     (5.65)   $     (0.60)
                                       ==========    ==========     ===========    ===========
</TABLE>



           See accompanying notes to financial statements.


<PAGE>   4


                          Med Gen, Inc.
                    Statements of Cash Flows
        For the Nine Months Ended June 30, 2002 and 2003
                           (Unaudited)

<TABLE>
<CAPTION>

                                                    2002          2003
                                                 ----------    ----------
                                                  Restated
<S>                                              <C>           <C>
Cash flows from operating activities:
 Net cash (used in) operating activities         $ (533,714)   $ (307,276)
                                                 ----------    ----------

Cash flows from investing activities:
 Net cash (used in) investing activities            (66,552)      (22,461)
                                                 ----------    ----------

Cash flows from financing activities:
 Net cash provided by financing activities          856,800       317,500
                                                 ----------    ----------

Net increase (decrease) in cash                     256,534       (12,237)

Beginning - cash and cash equivalents                 7,987        49,563
                                                 ----------    ----------

Ending - cash and cash equivalents               $  264,521    $   37,326
                                                 ==========    ==========
</TABLE>



           See accompanying notes to financial statements.


<PAGE>   5



                          MED GEN, INC.
                  NOTES TO FINANCIAL STATEMENTS
                          JUNE 30, 2003
                           (UNAUDITED)
(1)  Basis Of Presentation

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

The  results  of  operations for the periods  presented  are  not
necessarily indicative of the results to be expected for the full
year.  For further information, refer to the financial statements
of  the  Company as of September 30, 2002 and for the  two  years
then  ended,  including notes thereto included in  the  Company's
Form 10-KSB.

(2)  Earnings Per Share

The Company calculates net income (loss) per share as required by
Statement of Financial Accounting Standards (SFAS) 128, "Earnings
per  Share."  Basic earnings (loss) per share  is  calculated  by
dividing  net  income (loss) by the weighted  average  number  of
common shares outstanding for the period. Diluted earnings (loss)
per  share  is  calculated by dividing net income (loss)  by  the
weighted  average  number of common shares  and  dilutive  common
stock  equivalents outstanding. During periods when anti-dilutive
commons stock equivalents are not considered in the computation.

(3)  Inventory

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

(4)  Notes Payable

During March 2002 the Company refinanced certain obligations to a
lender into a $500,000 note payable. This note bears interest  at
8%  per annum, requires interest payments of $3,333 per month and
is  due on March 23, 2004. During the nine months ended June  30,
2003  the  Company  borrowed  an additional  $275,000  from  this
lender.

(5)  Income Taxes

The Company accounts for income taxes under SFAS 109, "Accounting
for  Income  Taxes", which requires use of the liability  method.
SFAS  109  provides that deferred tax assets and liabilities  are
recorded based on the differences between the tax bases of assets
and   liabilities  and  their  carrying  amounts  for   financial
reporting   purposes,  referred  to  as  temporary   differences.
Deferred tax assets and liabilities at the end of each period are
determined  using  the  currently enacted tax  rates  applied  to
taxable  income in the periods in which the deferred  tax  assets
and liabilities are expected to be settled, or realized.

The  Company's  deferred  tax asset of  approximately  $1,300,000
resulting  from  net  operating  loss  carryforwards  aggregating
approximately   $3,900,000  is  fully  offset  by   a   valuation
allowance.  The  Company  has recorded a valuation  allowance  to


<PAGE>    6


state  its deferred tax assets at estimated net realizable  value
due  to  the  uncertainty related to realization of these  assets
through future taxable income.

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

(6)  Convertible Debentures

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

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

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

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

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

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

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

(7)  Stockholders' (Deficit)

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

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



<PAGE>    7


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

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

During April 2003 the Company repriced 2,500,000 options held  by
an  officer  from prices ranging from $10.80 to $24.00  to  $4.95
which  was  the fair market value of the common shares underlying
the  option on the repricing date. This officer exercised 100,000
of  these  options  and  received 100,000 common  shares  in  the
cashless exercise. The aggregate value for the shares of $495,000
is  due from this officer at such time as he sells the shares and
has been recorded as a receivable for common stock.

(8)  Concentrations

During  the  nine months ended June 30, 2003 the Company  derived
46% of its total sales from a single customer and during the nine
months  ended June 30, 2002 the Company derived 40%, 15% and  13%
of its sales from three customers.

(9)  Commitments and Contingencies

Litigation

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

Other

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



<PAGE>    8


Employment Contracts

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

(10) Correction Of An Error

During  September  2002  the  Company  determined  that  it  had
incorrectly   recorded   $400,000  of   convertible   debentures
described in Note 6 as convertible preferred stock. This  amount
has   been  reclassified  to  convertible  debentures   in   the
accompanying financial statements. The adjustment had no  effect
on the net loss or net loss per share for the periods ended June
30, 2002.
















<PAGE>    9



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

Three months ended June 30, 2003
Compared with three months ended June 30, 2002
----------------------------------------------

Nine months ended June 30, 2003
Compared with nine months ended June 30, 2002
---------------------------------------------

GENERAL

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

Results of Operations
For the three months ended June 30, 2003, net sales decreased
56.09% from $919,587 in 2002 to $403,813 in 2003. The decrease in
sales was due primarily to the K-Mart bankruptcy and the loss of
our second largest account, Nutrition for Life. Concurrent with
these events was the general economic downturn and a multi-
million dollar advertising campaign by our direct competitor in
all of our retail markets. Gross profit for the three months
ended June 30, 2003 was $211,579 versus $570,781 for the three
months ended June30, 2002, a decrease of 62.93%. The decrease can
be attributed to a decrease in sales of $517,062 as a result of
the bankruptcies of K-Mart and Nutrition for Life International.
The latter causing a revenue loss alone of $323,000.

For the nine months ended June 30, 2003, net sales decreased
45.06% to $1,543,323 from $2,808,917 in the prior year. The
decrease in sales was due primarily to the K-Mart bankruptcy, the
loss of our second largest account, Nutrition for Life and the
one time "ramp up" of orders to 1,800 Wal-Mart stores in December
2002. Concurrent with these events was the general economic
downturn and a multi million dollar advertising campaign by our
direct competitor in all of our retail markets. Gross profit for
the nine months ended June 30, 2003 was $1,012,250 versus
$1,815,597 for the same period a year ago, a decrease of 42.61%.
Gross profit margins for the nine months ended June 30, 2003
increased to 65.59% from 64.63% in the previous nine months
period, a year ago. The increase can be attributed to
management's continued emphasis on reducing the manufacturing
cost of product and an increase in pricing of the product to all
the customers.

For the three-month period ended June 30, 2003 selling, general
and administrative expenses decreased to $351,090 from $992,483
in the prior year. The decrease is due to several factors:
decreased revenue, which resulted in decreased commissions,
settlement of all outstanding litigation, which decreased legal
fees, and a reduction of staff. In addition, during 2002 the
Company recorded $284,875 in non-cash stock compensation. The
operating loss was ($139,511) versus a loss of ($412,562) for the
same three-month periodss, in the prior year.



<PAGE>    10


For the nine-month period ended June 30, 2003 selling, general,
administrative expenses decreased to $1,047,258 from $1,828,528,
a decrease of 42.73%. The decrease is due to several factors:
decreased revenue, which resulted in decreased commissions,
settlement of all outstanding litigation, which decreased legal
fees, and a reduction of staff.   In addition, during 2002 the
Company recorded $518,867 in non-cash stock compensation. The
operating  loss was $35,008 as opposed to a loss of $531,798 for
the same nine months period, in the prior year.

For the three-month periods interest expense was slightly higher
in 2003 as the Company drew down on its credit facility.

For the nine-month periods interest expense increased to $85,492
from $55,156 as a result of an increase in borrowings from
$500,000 to $775,000.

For the quarter ended June 30, 2003, the Company reported a loss
of $0.73 per share versus a loss of $2.86 per share for the same
fiscal period, a year ago and for the nine months ended June 30,
2003, the Company reported a loss of $0.60 per share versus a
loss of $5.65 per share for the same fiscal period, a year age.

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

Cash on hand at June 30, 2003 was $37,326 and the Company had a
working capital deficit of $886,500 at June 30, 2003.

Net cash used in operating activities was $ 307,276 during the
nine months ended June 30, 2003. This decrease is attributed
principally to the net loss of $120,500 combined w3ith an
increase in receivables from related parties of $127,426 and a
decrease in accounts payable of $46,053.

Net cash used in investing activities was $22,461 during the nine
months ended June 30, 2003, which consisted principally of the
acquisition of property and equipment.

Net cash provided by financing activities was $317,500 during the
nine months ended June 30, 2003, which consisted principally of
additional borrowings under the credit facility.

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



<PAGE>    11


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, 2002
are those that depend most heavily on these judgments and
estimates.

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

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

Forward Looking Statements
--------------------------

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


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

Within the 90 days prior to the date of this report. The
Company's management, including the President (principal
executive officer) and Chief Financial Officer, carried out an
evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon the evaluation, the
Company's President (principal executive officer) and Chief
Financial Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to
material information required to be included in the Company's
periodic SEC filings. There have been no significant changes in



<PAGE>    12


the Company's internal controls or in other factors, which could
significantly affect internal controls subsequent to the date the
Company's management carried out its evaluation.




_________________________________________________________________

                              PART II

Item 1. LEGAL PROCEEDINGS
        -----------------

Not applicable.


Item 2. CHANGE IN SECURITIES
        --------------------

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


Item 3. DEFAULTS UPON SENIOR SECURITIES
        -------------------------------

Not Applicable


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

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

Item 5. OTHER INFORMATION
        -----------------

In April 2003 Mr. Mitchell, the President of the Company filed Form
13D. He exercised 100,000 options in a cashless exercise at a price
of $4.95. The aggregate amount of $495,000, is due the Company when
he sells his shares. No sales were made during this fiscal quarter.



<PAGE>    13


Item 6. EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

(a) Exhibits filed herewith are listed below and attached to this
    Report. The "Exhibit

    Number" refers to the Exhibit Table in Item 601 of
Regulation S-B.

Exhibit Number   Name of Exhibit
--------------   ---------------

   31.1          Certification of Chief Executive Officer Pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002

   31.2          Certification of Chief Financial Officer Pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002


   32.1          Certification of Chief Executive Officer Pursuant to 18
                 U.S.C. Section 1350


   32.2          Certification of Chief Financial Officer Pursuant to 18
                 U.S.C. Section 1350


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

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

                           SIGNATURES

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

                                          Med Gen Inc.
                                          (Registrant)



Date: August 12th, 2003                   By: /s/Paul B. Kravitz
                                             -----------------------
                                             Paul B. Kravitz
                                             Chief Executive Officer




                                          By: /s/Jack Chien
                                             -----------------------
                                             Jack Chien
                                             Chief Financial Officer



<PAGE>    14