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

                              FORM 10-QSB
(Mark One)
[X] AMENDED QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended June 30, 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 June 30, 2006, 116,697,714 shares of common stock, .001 par
value per share, were outstanding.

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

Transitional Small Business Disclosure Format (check one):

               Yes [ ]                             No [X]


<PAGE>

                                   INDEX
                                   -----

PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

          Balance Sheet - June 30, 2006 (Unaudited)

          Statements of Operations - Three months ended June
          30, 2006 and 2005 and Nine Months ended
          June 30, 2006 and 2005 (Unaudited)

          Statements of Cash Flows - Nine months ended June 30,
          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
                          June 30, 2006
                           (Unaudited)



ASSETS

Current Assets
   Cash and cash equivalents                               $   644,663
    Accounts receivable                                         10,733
    Inventory                                                  102,500
    Other current assets                                         5,700
                                                           -----------
      Total Current Assets                                     763,596
                                                           -----------

Property and Equipment, net                                     33,606
                                                           -----------
Other Assets
    Deferred loan costs                                        153,472
    Prepaid expenses - derivatives                             147,856
    Deposits                                                    48,544
                                                           -----------
                                                               349,872
                                                           -----------

                                                           $ 1,147,074
                                                           ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses                   $ 1,054,266
                                                           -----------
      Total Current Liabilities                              1,054,266
                                                           -----------

Derivative instruments                                      10,524,517
                                                           -----------
Convertible debentures                                         259,198
                                                           -----------

Redeemable common shares                                       200,000
                                                           -----------
Stockholders' (Deficit)
   Preferred stock, $.001 par value, 5,000,000 shares
     authorized
   Series A 8% cumulative, convertible, 1,500,000 shares
      authorized                                                     -
   Undesignated, 3,500,000 shares authorized                         -
    Common stock, $.001 par value, 2,495,000,000
       shares authorized, 116,697,714 shares
       issued and outstanding                                  116,698
    Paid in capital                                         26,079,925
    Accumulated (deficit)                                  (37,087,530)
                                                           -----------
                                                           (10,890,907)
                                                           -----------

                                                           $ 1,147,074
                                                           ===========

            See accompanying notes to financial statements.

                                    4

<PAGE>


                             Med Gen, Inc.
                       Statements of Operations
   For the Three Months and Nine Months Ended June 30, 2006 and 2005
                             (Unaudited)
<TABLE>
<CAPTION>

                                                         Three Months                 Nine Months
                                                 -----------------------------------------------------------
                                                    2006           2005           2006           2005
                                                 -----------    -----------    ------------   --------------
                                                                 (Restated)                     (Restated)
<S>                                              <C>            <C>            <C>             <C>

Net sales                                        $    32,729    $   181,034    $    178,697    $     664,678

Cost of sales                                        141,221         99,658         221,050          270,747
                                                 -----------    -----------    ------------   --------------

Gross profit (loss)                                 (108,492)        81,376         (42,353)         393,931
                                                 -----------    -----------    ------------   --------------
Operating expenses:
  Non cash stock compensation -
   selling, general and administrative               269,070         60,000         494,420          365,640
  Selling, general and administrative expenses       503,211        557,582       1,562,198        1,184,738
                                                 -----------    -----------    ------------   --------------
                                                     772,281        617,582       2,056,618        1,550,378
                                                 -----------    -----------    ------------   --------------

(Loss) from operations                              (880,773)      (536,206)     (2,098,971)      (1,156,447)
                                                 -----------    -----------    ------------   --------------
Other (income) expense:
  Interest expense                                   484,224         47,111         692,190           56,171
  Gain on litigation settlement                     (782,848)             -        (782,848)               -
  Derivative instruments                             372,927      3,294,047       8,659,454       12,622,158
  Non cash stock interest expense                          -              -               -          180,000
                                                 -----------    -----------    ------------   --------------
                                                      74,303      3,341,158       8,568,796       12,858,329
                                                 -----------    -----------    ------------   --------------

(Loss) before income taxes                          (955,076)    (3,877,364)    (10,667,767)     (14,014,776)

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

Net (loss)                                       $  (955,076)   $(3,877,364)   $(10,667,767)   $ (14,014,776)
                                                 ===========    ===========    ============    =============
Per share information - basic and fully diluted:
 Weighted average shares outstanding              80,687,925     30,806,777      38,102,335       29,065,385
                                                 ===========    ===========    ============    =============

 Net (loss) per share                            $     (0.01)   $     (0.13)   $      (0.28)   $       (0.48)
                                                 ===========    ===========    ============    =============
</TABLE>

            See accompanying notes to financial statements.



                                    5

<PAGE>


                          Med Gen, Inc.
                    Statements of Cash Flows
        For the Nine Months Ended June 30, 2006 and 2005
                           (Unaudited)
<TABLE>
<CAPTION>


                                                      2006              2005
                                                 -------------      ------------
<S>                                              <C>                <C>
Cash flows from operating activities:
 Net cash (used in) operating activities         $  (1,196,513)     $   (963,390)
                                                 -------------      ------------
Cash flows from investing  activities:
 Net cash (used in) investing activities                (9,174)                -
                                                 -------------      ------------
Cash flows from financing activities:
Borrowing (repayment) of related party notes                 -          (175,000)
Proceeds from option exercise                              350           101,987
Proceeds From convertible debentures                 1,850,000         1,337,500
                                                 -------------      ------------
 Net cash provided by financing activities           1,850,350         1,264,487
                                                 -------------      ------------

Net increase in cash                                   644,663           301,097

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

Ending - cash and cash equivalents               $     644,663      $    514,805
                                                 =============      ============
</TABLE>

            See accompanying notes to financial statements.




                                    6

<PAGE>



                          MED GEN, INC.
                  NOTES TO FINANCIAL STATEMENTS
                          JUNE 30, 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  June  2006,  the
Company issued an aggregate of 26,380,000 shares of common  stock
for  services  rendered. The shares were  valued  at  their  fair
market  value of $494,420 which was charged to operations  during
the period.

During the period from October 2005 through June 2006 the Company
issued an aggregate of 72,438,750 shares of common stock for  the
conversion $597,179 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 . In addition,  during
June  2006, the Company issued an aggregate of 15,000,000  shares
of  common  stock  with  a fair value of $435,000  as  a  partial
payment  to  settle  the  litigation described  in  Note  5.  The
shareholders  have the right in certain circumstances  to  redeem
the  15,000,000  shares for $200,000; or have the  Company  issue
sufficient  shares, so that together with the  15,000,000  shares
the  total value of the shares held by these shareholders  has  a
value  of  $200,000.  The  Company  has  classified  $200,000  as
redeemable shares in the balance sheet at June 30, 2006.


                                    7

<PAGE>


During  the period ended June 30, 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  June
30, 2006.

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
       June 30, 2006            9,197       $24.50       $24.50
                                =====

The  following  table  summarizes information  about  fixed-price
stock options at June 30, 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 June 30, 2006, the Company derived  37%,
22% and 20% of its total sales from three 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:


                                    8

<PAGE>


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.

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 June 30, 2006, the Company recorded  an
additional $43,770 of post judgment interest.

During  April 2006 the Company settled the litigation by agreeing
to the following:

A cash payment of $300,000
29 monthly payments of $31,667
The  issuance of 15,000,000 common shares subject to registration
rights

The  holders of the shares shall have the right beginning on  the
effective date of the registration statement for a period of  two
years to require the Company at the Company's discretion to  sell
the  shares  back  to  the Company for $200,000  or  require  the
Company  to  issue  additional shares so that the  value  of  the
shares held by the holders is $200,000.

As a result of the settlement the Company's obligation related to
the litigation was reduced by $782,848 which has been recorded as
a gain on the settlement date.

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.



                                    9

<PAGE>




(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.

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.  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.


                                    10

<PAGE>




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.

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.

On  April  21, 2006, the Company sold an additional  $750,000  of
Convertible  Notes  and  750,000  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



                                    11

<PAGE>



price  is  $0.04 and the exercise price of the Warrants is  $0.05
per  share.  In addition, the Company issued 30,000,000 Warrants,
exercisable  for  a period of seven years and  with  an  exercise
price of $0.05 per share, to the same four investors, in lieu  of
cash  interest payments on all outstanding convertible notes  for
the four months ending August 31, 2006.

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.  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 values of  the
warrants were recorded as derivative instrument liabilities.  The
fair  values  of  the warrants were 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
contractual 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 June 30,  2006  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 $244,582  at
June 30, 2006.

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,


                                    12

<PAGE>


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 values. When
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.

A summary of the Callable Secured Convertible Notes and
derivative instrument liabilities at June 30, 2006, is as
follows:

Callable Secured Convertible Notes; 8% per annum;
   due March 30, 2008                                           $740,000
Less: face amount of Notes converted                            (720,788)
                                                                --------
                                                                  19,212
Less: unamortized discount related to warrants and bifurcated
embedded derivative instruments                                  (19,075)
                                                                --------
                                                                $    137
                                                                --------
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                                 (340,939)
                                                                --------
                                                                $259,061

Callable Secured Convertible Notes; 8% per annum;
   due February 23, 2009                                        $600,000
Less: unamortized discount related to warrants and bifurcated
embedded derivative instruments                                 (600,000)
                                                                --------
                                                                $      -
                                                                --------

                                    13

<PAGE>



Callable Secured Convertible Notes; 8% per annum;
   due February 23, 2009                                        $750,000
Less: unamortized discount related to warrants and bifurcated
embedded derivative instruments                                 (750,000)
                                                                --------
                                                                $      -
                                                                --------

Total carrying value at June 30, 2006                           $259,198
                                                                ========

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 June 30, 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.

At June 30, 2006, the following derivative liabilities related to
common  stock  Warrants and embedded derivative instruments  were
outstanding:

                                          Exercise              Value-
                                          Price Per  Value-    June 30
Issue Date  Expiry Date                     Share   Issue Date  2006
______________________________________________________________________
03-30-2005  03-30-2010  740,000 warrants    $0.085  $673,400$  1,371

05-25-2005  05-25-2010  700,000 warrants     0.085   693,000   1,410

08-23-2005  08-23-2010  100,000 warrants     0.085    31,000     207

08-26-2005  08-26-2010  500,000 warrants     0.090   145,000   1,048

10-31-2005  10-31-2010  600,000 warrants     0.010     6,000   1,157

02-23-2006  02-23-2011  600,000 warrants     0.050     2,081   3,137

04-21-2006  04-21-2011  750,000 warrants     0.050     6,932   4,069

04-21-2006  04-21-2013  30,000,000 warrrants 0.050   363,005 232,183
                                                             -------
Fair value of freestanding derivative instrument
   liabilities for warrants                                $ 244,582
                                                            --------

                                                       Value-     Value-
                                                       Issue      June 30,
Issue Date  Expiry Date                                Date        2006
__________________________________________________________________________

03-30-2005  03-30-2008  $19,212 convertible notes   $9,176,010  $   62,060

05-25-2005  05-25-2008  $700,000 convertible notes   9,451,556   2,229,836

08-23-2005  08-23-2008  $100,000 convertible notes     413,333     311,292

08-26-2005  08-26-2008  $500,000 convertible notes   1,928,889   1,552,972

10-31-2005  10-31-2008  $500,000 convertible notes     372,000   1,835,979

02-23-2006  02-23-2009  $600,000 convertible notes   1,487,973   1,776,988

04-21-2006  04-21-2009$750,000 convertible notes     1,758,445   2,510,808
                                                                 ---------
Fair value of bifurcated embedded derivative instrument
liabilities associated with the above convertible notes        $10,279,935
                                                                ----------
Total derivative financial instruments                         $10,524,517
                                                                ==========

(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  June  30,  2006,  the  Company  incurred  a  net  loss  of
$10,667,767  and  has a working capital deficit,  an  accumulated
deficit and a stockholders' deficit of $290,670, $37,087,530  and
$10,890,907 at June 30, 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.

(8)  Subsequent Events

Through August 9, 2006, the  Company issued 48,300,000 shares  of
common stock related to the conversion of the convertible debt of
$321,050  described  in  Note  6 and  30,000,000 shares of common
stock for services.




                                    14

<PAGE>



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

Three months ended June 30, 2006, Compared with three months ended
June 30, 2005, and Nine Months ended June 30, 2006, compared with Nine
months ended June 30,2005.

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  quarter ended June 30, 2006, Sales decreased 81.93% to
$32,729 from $181,034. This decrease was primarily caused by the
Company's total shift in its business model from sales to the consumer
through retail chains and distributors to direct to consumer marketing
via the Internet and company maintained websites. The company no
longer distributes its products in retail stores except for
Albertson's and some small retailers. The Company has spent the last
quarter revamping its corporate and product websites and plans on
adding up to 11 additional products in order to effectively compete in
the marketplace. Finally the "Un-Diet System"  launch was delayed
until August 15th, 2006, and this product had no impact on quarterly
sales. Management believes that the fourth quarter's revenues will
increase with the launch of this product line as well as increasing
daily sales of its existing products. The Company has spent a large
portion of its budget in the third quarter to redesign its websites
and online branding and search engine marketing initiatives, including
both Paid-For and Natural Search activity.

For the Nine months ended June 30, 2006 sales decreased 73.12% to
$178,697 from $664,678, for the nine months ending June 30, 2005. The
decrease is attributable to a decline in overall customer demand and
the loss of most of the retail chain accounts as described above.

Gross profit for the third quarter was $(108,492) versus $81,376 for
the year ago quarter, a decrease in excess of 100%. The decrease was
due to lower sales as the Company transitioned from one business model
to another. Their was no gross profit margin during the quarter ended
June 30, 2006, as compared to 45.0% during the quarter ended June 30,
2005. This decrease resulted from lower sales and during this quarter
our inventory that was on hand and that was returned from those
retailers who no longer carried the products expired. The Company had
to destroy that product.


For the nine months ended June 30, 2006, Gross profit was $(42,353)
versus $393,931 for the nine months ending June 30, 2005, a decrease
in excess of 100% Their was no  gross profit margin for the nine
months quarter ended June 30, 2006, as compared to 59.3% during the
nine month's quarter ended June 30, 2005. . The decrease resulted from
lower sales over the last nine months and  inventory that expired and
was required to be destroyed.


                                15

<PAGE>


Operating expenses (selling, general and administrative expenses)for
the 2006 quarter increased to $772,281 from $617,582, an increase of
20.04%. The small increase is due to several factors including,
increased legal fees, and consultants fees.

Operating expenses for the nine months increased from $1,550,378 to
$2,056,618, an increase of 24.62%. The increase for the nine months is
attributable to the Company's increased non cash compensation of
consultant's, expenses related to hiring an independent web-design
solutions Company and legal expenses related to the re-settlement of
the litigation. Management believes that several of these expenses
will be non-recurring in the next fiscal quarter.

Interest expense increased from $47,111 in the year ago quarter to
$484,224 for this quarter. Interest expense for the nine month period
increased from $56,171 to $692,190. The increase is directly
attributable to the borrowings by the Company from the four funds.
At present the Company has borrowed a gross amount of $3,990,000
through June 30, 2006, and the fund has sold 79,958,750 common shares
and reduced the total outstanding debt by $719,503 through June 30,
2006.

Net loss for the 2006 period was $955,076 as opposed to a loss of
$3,877,364 in the prior year's quarter. The loss was substantially
lower because of  lower charges related to derivative instruments, and
a one time gain on the litigation settlement.

Net loss for the Nine months was $10,667,767 as compared to
$14,014,776 for the nine months a year ago. The loss was substantially
lower because of lower  charges related to derivative instruments, and
a one time gain on the litigation settlement.

For the third fiscal quarter the company reported a loss of $0.01 per
share versus a loss of $0.13 per share in the year ago quarter.

For the third quarter nine month comparison the Company lost $0.28
cents as compared to a loss of $0.48 in the year ago quarter.

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

Cash on hand at June 30, 2005 was $644,663 and the Company had working
capital of $296,676at June 30, 2006.

Net cash used in operating activities was $1,196,513 during the nine
months ended June 30, 2006.

Net cash used in investing activities was $(9,174 ) during the nine
months ended June 30, 2006.



                                  16
<PAGE>



Net cash provided by financing activities was $1,850,350 during the
nine months ended June 30, 2006, which consisted of $350 from the
proceeds from an options exercise and $1,850,000 from the convertible
debentures.

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

The Company has sufficient cash resources, receivables and cash flow
to provide for all general corporate operations in the foreseeable
future.

Basis of Reporting
------------------

The Company's financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The Company has
experienced a significant loss from operations including the
settlement of certain litigation. For the period ended June 30, 2006,
the Company incurred a net loss of $10,667,767 and has an accumulated
deficit of $37,087,530 at June 30, 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.


                                17

<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.

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.


                                18
<PAGE>

                              PART II
                              -------

Item 1. LEGAL PROCEEDINGS

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

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.


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 19th, 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 were that the amendment passed by a
majority vote of the shareholders . The Board of Directors was also
elected to serve for an additional five year period.


Item 5. OTHER INFORMATION

Not Applicable


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) 31.1 Certification of Chief Executive Officer Pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002, promulgated
         under the Securities Exchange Act of 1934, as amended

    31.2 Certification of Chief Financial Officer Pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002, promulgated
         under the Securities Exchange Act of 1934, as amended

    32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
         Section 1350, as adopted Pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002

    32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
         Section 1350, as adopted Pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002


                                 19
<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: August 14, 2006                 By:  /s/Paul B. Kravitz
                                         ------------------------
                                         Paul B. Kravitz
                                         Chief Executive Officer
























                               20
<PAGE>