As filed with the Securities and Exchange Commission on January ___, 2005

Reg. No. ______________

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Med Gen, Inc.
(Name of Small Business Issuer in its Charter)

Nevada 5122 65-0703559
- ------------------------ ------------------------- -------------------
(State of Incorporation) (Primary Standard (I.R.S. Employer
Industrial Classification Identification No.)
Code Number)

7284 W. Palmetto Park Road, Suite 207
Boca Raton, Florida 33433
(561) 750-1100
------------------------------------------------------------
(Address and telephone number of principal executive offices
and principal place of business)

Paul Mitchell
President
Med Gen, Inc.
7284 W. Palmetto Park Road, Suite 207
Boca Raton, Florida 33433

(305) 750-1100
---------------------------------------------------------
(Name, address and telephone number of agent for service)

Copy to:
Stewart A. Merkin, Esq.
Law Office of Stewart A. Merkin, P.A.
444 Brickell Avenue, Suite 300
Miami, Florida 33131
(305) 357-5556

Approximate date of proposed sale to the public: From time to
time after the date this registration statement becomes
effective.

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

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Title of each class Proposed Proposed
of securities to be Shares to be maximum maximum aggregate Amount of
registered registered offering price offering price(1)(2) registration fee
- ------------------------------------------------------------------------------------------------------

Common Stock Selling
Shareholders 10,200,000 Shares $0.084 $856,800.00 $100.85

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

(1) Estimated in accordance with Rule 457(c) under the Securities
Act of 1933, as amended, solely for the purpose of calculating
the registration fee and represents the market price on the
common stock of our Company on January 12, 2005.

(2) 10,200,000 shares being offered by this prospectus will be
outstanding upon the effectiveness of this Prospectus and are
being offered for resale by selling stockholders as such number
may be adjusted as a result of stock splits, stock dividends and
similar transactions in accordance with Rule 416.

The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be
changed. We shall not sell these securities until the
registration statement filed with the Securities and Exchange
Commission (the "SEC") is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer
to buy these securities in any state where the offer or sale is
not permitted.

PROSPECTUS

MED GEN, INC.

10,200,000 Shares of Common Stock

This Prospectus relates to the sale of 10,200,000 shares owned by
shareholders of our Company, 2,200,000 shares of which have been
issued and 8,000,000 shares of which will be issued upon the
effectiveness of this Prospectus. All references in this
Prospectus as to ownership of shares, number of shares
outstanding and percentages of shares owned will reflect the
issuance of all 10,200,000 shares.

For a list of the selling stockholders, please see "Selling
Stockholders." We are not selling any shares of common stock in
this offering and therefore will not receive any proceeds from
the sale of shares from this offering. We will pay the expenses
of registering these shares.

As of January 12, 2005, our common stock was being traded on the
NASDAQ Bulletin Board under the symbol "MDGN" and the closing bid
price of our Common Stock as reported on the Bulletin Board was
$0.08. The shares included in this prospectus may be offered and
sold directly by the selling stockholders in the open market,
when, as and if an active market is made by one or more
registered market makers, at prevailing prices or in individually
negotiated transactions, through agents designated from time to
time or thorough underwriters or dealers. We will not control or
determine the price at which a selling stockholder decides to
sell its shares. Brokers or dealers effecting transactions in
these shares should confirm that the shares are registered under
applicable state law or that an exemption from registration is
available.

Our principal executive offices are located at 7284 W. Palmetto
Park Road, Suite 207, Boca Raton, Florida 33433 and our telephone
number is (561) 750-1100.

You should understand the risks associated with investing in our
common stock. Before making an investment, read the "Risk
Factors".

Neither the SEC nor any state securities commission has approved
or disapproved of these securities or passed upon the adequacy or
accuracy of the prospectus. Any representation to the contrary is
a criminal offense.

Subject to completion, dated January __, 2005

Med Gen, Inc.
7284 W. Palmetto Park Road, Suite 207
Boca Raton, FL 33433
(561) 750-1100

TABLE OF CONTENTS

Page

Prospectus Summary.............................................. 2

Risk Factors.................................................... 2

Use of Proceeds................................................. 7

Market Price of Common Stock and Other Shareholder Matters...... 7

Management's Discussion and Analysis or Plan of Operation....... 8

Business of our Company......................................... 11

Management and Executive Compensation........................... 16

Security Ownership of Certain Beneficial Owners and
Management.................................................... 18

Selling Stockholders............................................ 18

Plan of Distribution............................................ 19

Certain Relationships and Related Transactions.................. 20

Description of Securities....................................... 21

Disclosure of SEC Position on Indemnification for
Liabilities under the Securities Act Of 1933.................. 22

Interests of Named Experts and Counsel.......................... 23

Legal Matters................................................... 23

Where You Can Find More Information............................. 23

Financial Statements............................................ 24

Exhibits........................................................ 25

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
Prospectus; it does not contain all of the information you should
consider before investing in our common stock. Read the entire
prospectus before making an investment decision. Throughout this
Prospectus, the terms "we," "us," "our," and "our Company" refer
to Med Gen, Inc., a Nevada corporation.

History

Our Company was established under the laws of the State of Nevada
in October 1996 to manufacture, sell and license healthcare
products, specifically to the market for alternative therapies
(health self-care). Our executive offices are located at 7284 W.
Palmetto Park Road, Suite 207, Boca Raton, Florida 33433 and our
telephone number is (561) 750-1100. We currently operate two
Web sites: www.medgen.com and www.snorenz.com.

Shares being sold

This Prospectus relates to the sale of up to 10,200,000 shares
owned by shareholders of our Company, 2,200,000 shares of which
have been issued and 8,000,000 shares of which will be issued
upon the effectiveness of this Prospectus. All references in
this Prospectus as to ownership of shares, number of shares
outstanding and percentages of shares owned will reflect the
issuance of all 10,200,000 shares.

Selling shareholders are selling 10,200,000 shares of our common
stock in this Offering. 8,000,000 shares being sold in this
Offering were issued to plaintiffs as a result of a settlement of
a lawsuit against the Company. See "Certain Relationships and
Related Transactions".

Risk Factors

An investment in our common stock involves significant risks. See
"Risk Factors".

RISK FACTORS

In addition to the other information included in this Prospectus,
you should be aware of the following risk factors in connection
with our business and ownership of our shares. Any investment in
the shares offered hereby will involve a high degree of risk and
may result in loss of the entire amount invested. Prospective
investors should carefully consider the risks of an investment in
any speculative business and the risks and the speculative
factors inherent to and affecting our Company's business
described below and throughout this Prospectus.

Risk Related to the Securities Markets
and Ownership of our Company's Stock

There is a limited trading market for our Company's stock, which
may cause our Company's reported stock prices to be volatile and
limit your ability to sell your shares.
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Trades in our Company's common stock are currently reported on
the OTC Bulletin Board under the ticker symbol "MDGN.OB". While
our Company anticipates that it will apply for listing on The
NASDAQ National Stock Market in the future, there can be no
assurance that it will meet the eligibility requirements for such
listing. Therefore our Company's shares may trade at a limited
volume, reported only on the OTC Bulletin Board, indefinitely. As
a result, relatively small trades in its stock could have a
disproportionate effect on our Company's reported stock prices.

The OTC Bulletin Board is a regulated quotation service that
displays real-time quotes, last-sale prices and volume
information for shares of stock that are not designated for
quotation on The NASDAQ National Stock Market or a national
securities exchange. Trades in OTC Bulletin Board-listed shares
will be displayed only if the trade is processed by an
institution acting as a market maker for those shares. Although
there are currently 17 institutions acting as market makers for
our Company's stock, these institutions are not obligated to
continue making a market for any specific period of time. Thus,
there can be no assurance that any institution will be acting as
a market maker for our Company's stock at any time. If there is
no market maker for our Company's stock and no trades in those
shares are reported, it may be difficult for you to dispose of
your shares or even to obtain accurate quotations as to the
market price of your shares. Moreover, because the order handling
rules adopted by the SEC that apply to NASDAQ-listed shares do
not apply to OTC Bulletin Board-listed shares, no market maker is
required to maintain an orderly market in our Company's shares.

Accordingly, an order to sell our Company's shares placed with a
market maker may not be processed until a buyer for the shares is
readily available, if at all, which may further limit your
ability to sell your shares at prevailing market prices.

The stock markets in general, and the markets for the stocks of
over-the-counter "wellness" and pain care companies in
particular, have experienced significant volatility that has
often been unrelated to the operating performance of particular
companies. These broad market fluctuations may harm the trading
prices of our Company's stock. Any of these factors could
adversely affect the liquidity and trading price of our Company's
stock. Our Company cannot assure you that you will be able to
resell any of your shares at or above the purchase price in this
Offering.

In the event that the price of our Company's stock is less than
$5.00 per share, as it currently is, our stock will be subject to
the requirements for penny stocks, which could adversely affect
your ability to sell and the market price of your shares.
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The Securities Exchange Act of 1934 (the "Exchange Act") defines
a penny stock as any equity security that is not traded on a
national securities exchange or authorized for quotation on The
NASDAQ National Market and that has a market price of less than
$5.00 per share, with certain exceptions. Penny stocks are
subject to Rule 15g under the Exchange Act, which imposes
additional sales practice requirements on broker-dealers who sell
such securities. In general, a broker-dealer, prior to a
transaction in a penny stock, must deliver a standardized risk
disclosure document that provides information about penny stocks
and the risks in the penny stock market. The broker-dealer must
provide the customer with current bid and offer quotations for
the penny stock, information about the commission payable to the
broker-dealer and its salesperson in the transaction and monthly
statements that disclose recent price information for each penny
stock in the customer's account. Finally, prior to any
transaction in a penny stock, the broker-dealer must make a
special written suitability determination for the purchaser and
receive the purchaser's written consent to the transaction prior
to sale. All of these requirements may restrict your ability to
sell your shares of our stock even after the restrictions on
resale of such shares have lifted, and could limit the trading
volume of our stock and adversely affect the price investors are
willing to pay for our Company's stock.

In the future, our revenues and quarterly operating results may
fluctuate, which may adversely affect the market price of our
Company's stock and could lead to our Company becoming the target
of costly securities class action litigation.
- -----------------------------------------------------------------

Our Company expects its revenues and operating results to
fluctuate due to a number of factors, many of which are outside
of its control. Therefore, you should not rely on period-to-
period comparisons of results of operations as an indication of
our Company's future performance. It is possible that in some
future periods our Company's operating results may fall below the
expectations of market analysts and investors. In this event, the
market prices of our Company's stock would likely fall. Factors
that may affect our Company's quarterly operating results
include:

- product introductions, new marketing initiatives, or
increased sales by competitors;

- market conditions affecting the nutritional and pain care
industries;

- the effect of favorable or adverse publicity about the over-
the-counter "wellness" or pain care industries;

- demand for and consumer acceptance of our Company's product
offerings;

- changes in our Company's pricing policies, or the pricing
policies of its competitors, and general pricing trends in the
market for over-the-counter "wellness" and pain care products;

- additions or departures of key personnel of our Company;

- announcements by our Company or its competitors of the
creation or termination of significant strategic
partnerships, joint ventures, or acquisitions; and

- general economic conditions.

Insiders will have substantial voting control over our Company
after the Offering and could delay or prevent our Company from
engaging in a change of control transaction and you from selling
your shares of our Company's common stock at a premium to the
shares' then current market value.
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Our executive officers, directors and five percent or greater
stockholders, excluding those Investors purchasing in this
Offering, will beneficially own or control, directly or
indirectly, approximately 11,593,598 (including shares to be

issued pursuant to the Settlement Agreement for which Mr. Kravitz
retains voting rights) of the approximately 37,136,447 shares of
our Company's common stock that will then be outstanding after
the Offering, which will represent a 31.2% voting interest. As a
result, these stockholders will have the ability to significantly
influence the voting results of all matters submitted to our
Company stockholders for approval, including the election and
removal of directors and the approval of any business
combinations. You can read more about the ownership of our
Company shares by its executive officers, directors and principal
stockholders in the section entitled "Security Ownership of
Management".

You may suffer dilution of your investment if our Company issues
additional securities; our Company has in the past and may in the
future issue securities to its executive officers and directors.
- -----------------------------------------------------------------

Our Company's stockholders will be dependent upon the judgment of
the board of directors of our Company in connection with future
issuance and sale of shares of our Company's capital stock.
Stockholders' equity interests will be diluted in the event of
further issuances of our Company's capital stock, in direct
proportion to the number of shares subsequently issued.

Our Company does not plan to issue dividends to its stockholders
for the foreseeable future.
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Our Company's board of directors presently intends to cause our
Company to follow a policy of retaining earnings, if any, for the
purpose of increasing our Company's net worth and cash reserves.
Therefore, our Company cannot assure you that any of its
shareholders will receive any cash, stock or other dividends on
their shares. Future dividends on our Company's stock, if any,
will depend on future earnings, financing requirements and other
factors.

Our Company's articles and bylaws and Nevada law contain
provisions which could delay or prevent a change in control and
could also limit the market price of your stock.
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Our Company's articles of incorporation and bylaws contain
provisions that could delay or prevent a change in control. These
provisions could limit the price that investors might be willing
to pay in the future for shares of the Company's common stock.
Some of these provisions:

- authorize the issuance of preferred stock which can be
created and issued by the board of directors without
prior stockholder approval, commonly referred to as "blank
check" preferred stock, with rights senior to those of
common stock; and

- establish advance notice requirements for submitting
nominations for election to the board of directors and for
proposing matters that can be acted upon by stockholders at
a meeting.

Further, certain provisions of Nevada law make it more difficult
for a third party to acquire our Company. Some of these
provisions:

- establish a supermajority stockholder voting requirement to
approve an acquisition by a third party of a controlling
interest; and

- impose time restrictions or require additional approvals for
an acquisition of us by an interested stockholder.

These provisions could also limit the price that investors might
be willing to pay in the future for shares of our Company's
common stock.

Through this Offering, our Company is registering a significant
number of shares of common stock so that they are freely
tradable, which may have a depressing effect on the market price
of the common stock of our Company.
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Through this Offering, our Company is registering a significant
number of shares of common stock so that they are freely
tradable, which may have a depressing effect on the market price
of the common stock of our Company. Registration of these shares
of common stock may have a depressing effect on the market price
of the common stock of our Company.

Risks Related to our Company's Business

Our Company faces competition, and many of its competitors are
larger and have more resources than our Company.
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The markets for over-the-counter anti-snoring, "wellness" and
pain care products are highly competitive, with many companies,
including well-established manufacturers and distributors, with
greater financial resources and longer operating histories than
our Company. Our Company has entered the magnet therapy market in
which it faces larger, better-funded competition. There can be no
assurance that established companies will not enter into the
markets in which our Company's products compete, or that our

Company will be successful competing against larger companies
with more marketing and advertising resources and more extensive
distribution networks.

Our Company's success is dependent upon its ability to manage
anticipated growth.
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As part of our Company's business strategy, our Company intends
to pursue rapid growth. Our Company's ability to achieve its
planned growth depends upon a number of factors, including its
ability to hire and train management and other employees, the
adequacy of its financial resources, its ability to identify new
markets in which to successfully compete and its ability to adapt
its purchasing and other systems to accommodate its expanded
operations. In addition, there can be no assurance that our
Company will be able to achieve its planned expansion or that our
Company will be able to manage successfully the expanded
operations. Failure to manage growth effectively could adversely
affect its financial condition, results of operations and
prospects.

In fiscal year 2004, our Company's three largest customers were
Wal-Mart, Walgreens and Eckerd which represented 66% of our
Company's annual sales that year with WalMart accounting for 41%.
Loss of any one of them as customers could seriously affect our
business.
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In fiscal year 2004, our Company's three largest customers were
Wal-Mart, Walgreens and Eckerd, which represented 66% of our
Company's annual sales that year with WalMart accounting for 41%.
Our Company's largest customer in fiscal 2003 was Wal-Mart, which
represented 57% of annual sales that year. We have addressed
the issue of dominance by recently introducing an additional
brand, Good Nights Sleep[TM] which we began selling at CVS
(4200 stores), Duane Reade (260 stores), Gristedes (50 stores)
and Meijers (160 stores) as well as in several international
markets. In addition, an all natural "Sleep-aid" is in
development for our Company's largest account. Selling our
products to new accounts is a major management goal, however
there can be no assurance any new customer or customers would
reduce this dominance or begin ordering our products in
quantities.

Our 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. There
is no assurance that we will be successful in accomplishing this,
in which case our Company may not be able to continue as a going
concern.
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Our 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. We
have experienced a significant loss from operations including the
settlement of certain litigation. For the years ended September
30, 2004 and 2003, our Company incurred net losses of $9,171,324
and $592,843 respectively. Our 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, our 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 our Company
operates. Although our Company recently renewed a line of credit
in the amount of $1,000,000 for a period of 18 months (See
"Management's Discussion and Analysis or Plan of Operation"),
Because This amount may not be sufficient, our Company is
continuing to pursue financing for its operations and is seeking
additional investments. In addition, our 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 our 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 our Company to continue as a going concern.

If our Company loses key management personnel, it may not be able
to successfully operate its business.
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Our Company's future performance depends substantially upon the
continued services of its senior management, Paul B. Kravitz and
Paul S. Mitchell and other key personnel. Because our Company has
a relatively small number of managenal employees, its dependence
on retaining its managerial employees is particularly
significant. Our Company's success will depend, in part, on its
ability to attract and retain qualified management and
professional personnel. Competition for such personnel in the
industries in which our Company competes is intense. In addition,
there can be no assurance that its current employees will
continue to work for our Company. Our Company does not maintain
"key man" insurance on any of its officers or employees and the
loss of the services of certain of its key employees could
adversely affect our Company's operating results or financial
condition.

There are a limited amount of clinical studies and scientific
review of our Company's key products, and our Company's business
could suffer from adverse publicity concerning our Company's
products or similar products.
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While our Company conducts quality control testing on its
products, our Company conducts limited clinical studies on its
products. Our Company's SNORenz and Snor Away products consist of
ingredients that our Company regards as safe when taken as
suggested by our Company. However, because our Company is highly
dependent upon consumers' perception of the safety and quality of
its products as well as similar products distributed by other
companies (which may not adhere to the same quality standards as
our Company), our Company could be adversely affected in the
event any of our Company's products, or any similar products
distributed by other companies, should prove or be asserted to be
harmful to consumers. In addition, because of our Company's
dependence upon consumer perceptions, adverse publicity
associated with illness or other adverse effects resulting from
consumers' failure to consume our Company's products as suggested
by our Company or other misuse or abuse of our Company's products
or any similar products distributed by other companies could have
a material adverse effect on our Company's results of operations
and financial conditions.

Our Company depends on the performance of a network of
distributors and brokers.
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Our Company's success depends in part upon its ability to
attract, maintain and motivate a large base of distributors and
brokers. The loss of any major distributor or broker, or the loss
of a significant number of other distributors or brokers, or a
significant reduction in purchase volume by such distributors or
brokers, for any reason, could have a material adverse effect on
our Company's operations and financial condition.

Our Company may face product liability claims from users of its
products.
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Our Company, like other manufacturers, wholesalers, distributors
and retailers of products that are similar to those produced and
sold by our Company, faces an inherent risk of exposure to
product liability claims if, among other things, the use of its
products results in injury. Our Company has product liability
insurance in amounts it believes is adequate for its operations.
There can be no assurance, however, that such insurance will
continue to be available at a reasonable cost, or if available,
will be adequate to cover all liabilities.

Our Company depends on its patent and other intellectual property
for SNORenz[R]/Snor Away[TM],which could be used by others
without our Company's consent.
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Our Company's success and ability to compete in the marketplace
in connection with its SNORenz[R]/SnorAwayTM products depend to a
significant degree on its intellectual property. Our Company has
been issued U.S. patent no. 6,187,318 in connection with its
SNORenz[R]/Snor Away[TM] products. In addition, our Company
relies on copyrights, trademark and trade secret laws to protect
its intellectual property. Our Company may not be able to or may
not possess the resources necessary to defend its patent or the
other intellectual property in an economically viable fashion. In
addition, effective protection may not be available for any trade
or service marks our Company may employ. Our Company's
competitors in this marketplace or others may adopt similar
product or service names, thereby impeding its ability to build
brand identity and possibly leading to client confusion. Our
Company's inability to adequately protect its name would
seriously harm our Company's business. Policing unauthorized use
of our Company's intellectual property is made especially
difficult by the global nature of the Internet and difficulty in
controlling the ultimate destination or security of software or
other data transmitted on it. The laws of other countries may
afford little or no effective protection for our Company's
intellectual property. Our Company cannot assure you that the
steps our Company takes will prevent misappropriation of its
intellectual property. In addition, litigation may be necessary
in the future to:

- enforce our Company's intellectual property rights;

- determine the validity and scope of the proprietary rights
of others; or

- defend against claims of infringement or invalidity.

Such litigation, whether successful or unsuccessful, could result
in substantial costs and diversions of resources, either of which
could seriously harm our Company's business.

Our Company and its products are subject to regulation by a
variety of governmental agencies.
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The manufacturing, processing, formulation, packaging, labeling
and advertising of our Company's products may be subject to
regulation by one or more federal agencies, including the Food
and Drug Administration ("FDA"), the Federal Trade Commission
("FTC"), the Consumer Product Safety Commission, the United
States Department of Agriculture, the United States Postal
Service, the United States Environmental Protection Agency and
the Occupational Safety and Health Administration. Our Company's
products may also be regulated by various agencies of the states
and localities in which its products will be sold. In particular,
the FDA regulates the safety, labeling and distribution of
dietary supplements, including vitamins, minerals, herbs, food,
over-the-counter and prescription drugs and cosmetics. The

regulations that are promulgated by the FDA relating to the
manufacturing process are known as Current Good Manufacturing
Practices ("CGMPs"), and are different for drug and food
products.

In addition, the FTC has overlapping jurisdiction with the FDA to
regulate the labeling, promotion and advertising of vitamins,
over-the-counter drugs, cosmetics and foods. The FDA is generally
prohibited from regulating the active ingredients in dietary
supplements as drugs unless product claims that a product may
heal, mitigate, cure or prevent an illness, disease or malady,
trigger drug status. Governmental regulations in foreign
countries where our Company may sell our products may prevent or
delay entry into a market or prevent or delay the introduction,
or require the reformulation, of certain of our Company's
products. In addition, our Company cannot predict whether new
domestic or foreign legislation regulating its activities will be
enacted. Such new legislation could have a material adverse
effect on our Company.

In 2002, our Company signed a consent decree settling an FTC
investigation of claims made by our Company on its packaging and
labels.
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In the summer of 2001, the FTC opened an investigation into
certain claims made by our Company on its packaging and labels
for the SNORenz[R]product. In May 2002, our Company and its
Chairman/CEO entered into a consent decree with the FTC whereby,
without denying or admitting any guilt, they agreed to make
certain changes to its product label and to more accurately
report its claims in advertising. Our Company and its Chairman
believe it has complied with the FTC consent to date.

Note Rgarding Forward Looking Statements

This Prospectus contains forward-looking statements that involve
risks and uncertainties. The statements contained in this
Prospectus that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, as amended, including
without limitation statements regarding our Company's
expectations, beliefs, intentions or strategies regarding the
future. The words "believes," "should be," "anticipates,"
"plans," "expects," "intends" and "estimates," and similar
expressions identify these forward-looking statements. All
forward-looking statements included in this document are based on
information available to our Company on the date hereof and our
Company assumes no obligation to update any such forward-looking
statements. Our Company's actual results may differ materially as
a result of certain factors, including those set forth hereafter
and elsewhere in this Prospectus. Prospective investors should
consider carefully the following factors, as well as the more
detailed information contained elsewhere in this Prospectus,
before making a decision to invest in our Company.

USE OF PROCEEDS

We will not receive any proceeds from the sale of common shares
by the selling stockholders pursuant to this Prospectus.

MARKET PRICE OF COMMON STOCK AND OTHER SHAREHOLDER MATTERS

As of effective date of this Prospectus, including additional
stock issuances and options exercised, there will be
approximately 252 shareholders of common stock consisting of both
registered shareholders plus those being held by the Depository
Trust Company in street name. Of the 37,136,447 shares
outstanding, 22,617,599 were restricted and 14,518,848 were non-
restricted. Upon the effective date of this Prospectus,
10,200,000 restricted shares of common stock will become non-
restricted.

Our Company's Common Stock is traded on the NASD OTC Bulletin
Board under the symbol "MDGN". Shares first began trading on the
OTC Bulletin Board in May of 2000 (prior to May, our Company's
Common Stock was traded in the Pink Sheets).

The following table sets forth the high and low bid prices by
month for our Company's Common Stock for calendar years 2002
through 2004. The following high and low bid prices reflect inter-
dealer prices without retail markup, markdown or commission, and
may not represent actual transactions.

Historical Price Data of our Common Stock

2002-2004 High Low

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

2002

October 0.09 0.07
November 0.13 0.08
December (end first quarter) 0.10 0.07

2003

January 0.08 0.03
February* 0.825 0.03
March (end second quarter) 1.265 0.60
April 1.312 0.62
May 1.225 0.687
June (end third quarter) 1.50 0.687
July 1.312 1.25
August 1.375 1.25
September (end fourth quarter) 1.312 0.625
October 1.437 1.1875
November 2.15 1.25
December (end first quarter) 1.80 0.95

2004

January 1.19 0.44
February* 0.90 0.40
March (end second quarter) 1.15 0.75
April 1.312 0.62
May 1.18 0.75
June (end third quarter) 1.43 0.55
July 0.535 0.34
August 0.70 0.012
September (end fourth quarter) 0.224 0.065
October 0.225 0.102
November 0.168 0.115
December (end first quarter) 0.178 0.07

* In February, 2003, our Company completed an 80:1 reverse
stock split and in November, 2003 the Company issued
a stock dividend of 4:1. As a result of those splits, the symbol
was changed to MDGN.

* Starting in February 2003, this table represents the common
stock taking into consideration the above two events.

As of January 12, 2005, the bid price of our shares was $0.08
and the asked price was $0.084.

The Transfer agent for our Company's Common Stock is Liberty
Transfer Co., 274 New York Ave, Huntington, NY 11743-2711. The
telephone number is (631) 385-1616.

Dividend Policy

We have not paid any dividends on our common stock to date and do
not anticipate that we will be paying dividends in the
foreseeable future. Any payment of cash dividends on our common
stock in the future will be dependent upon the amount of funds
legally available; earnings, financial condition, capital
requirements and other factors that the Board of Directors may
think are relevant. We intend for the foreseeable future to
continue to follow a policy of retaining all of our earnings, if
any, to finance the development and expansion of our business
and, therefore we do not have any current intention to pay cash
dividends on our common stock.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion of our financial condition and our
subsidiaries and our results of operations should be read
together with the consolidated financial statements and related
notes that are included later in this Annual Report on Form 10-
KSB. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ

materially from those anticipated in these forward-looking
statements as a result of various factors, including those set
forth under Risk Factors or in other parts of this Prospectus.

General

Our Company headquarters has been located at 7284 West Palmetto
Park Road, Boca Raton, Florida 33433, since December 1999. It
leases a 2200 square foot facility. Under certain manufacturing
agreements, we have elected to outsource the manufacturing of all
of our products at this time.

Results of Operations

For the twelve months ended September 30, 2004, net sales
decreased 54.78% to $1,043,101 from $2,306,648 in the prior year.
The decrease in sales was due primarily to three factors: (1) A
multi-million dollar advertising campaign by our direct
competitor Breath-Rite in all of our retail markets which led
them to dominate the point of purchase sale to the consumer and
(2) The successful launch by several of our retailers of
competitively priced "generic" snoring products which gave the
consumers more products to choose from when making a purchase.
Coupled with these factors were (3) Our Company's lack of
substantial advertising budget which did not allow our Company to
affect the consumers purchasing decisions and led to a
substantial loss of revenue until late in the year when our
Company began expending significant amounts on advertising.

Gross profit for the twelve months ended September 30, 2004 was
$606,567 versus $1,509,236 for the same period a year ago, a
decrease of 59.81%. This decrease relates to a substantial
decrease in total sales volume for the fiscal year. Gross profit
margins for years 2003 were 65.42% and 2004 were 58.15%. The
decline in the gross profit margins was attributable to higher
costs for raw materials and less of a volume discount being
received from the manufacturer.

For the twelve-month period ended September 30, 2004 selling,
general, administrative expenses increased to $9,664,294 from
$1,958,192, an increase of 493.53%. The substantial increase is
due to the expensing of the costs of the litigation (see "Certain
Relationships and Related Transactions") which amounted to
$200,000; and non-cash stock compensation of $6,616,425 resulting
from the settlement of the above litigation in the amount of
$1,120,000, a reduction of the receivable for common stock from
certain officers as a result of the repricing of options which
resulted in a charge to operations of $5,081,325, common stock
issued for services of $302,600 and the fair value of stock
options issued of $112,500. In addition, our Company paid
approximately $450,000 to an affiliated entity for consulting
fees and incurred significant legal expenses related to the
litigation discussed above. See the notes to the Financial
Statements for a complete discussion.

Management does not believe these types of operating expenses for
the next fiscal year will continue.

The operating loss increased to $(9,057,727) as opposed to a loss
of $(448,956) for the same twelve months period, in the prior
year.

For the twelve-month periods interest expense decreased to
$113,597 from $116,966 primarily as a result of an decrease in
borrowings.

For the twelve months ended September 30, 2004, our Company
reported a loss of $9,171,324 ($0.77 per share) versus a loss of
$592,843 ($0.65 per share) for the same fiscal period, a year
ago.

Liquidity and Capital Resources

Cash on hand at September 30, 2004 was $213,708 and our Company
had working capital of $58,597 at September 30, 2004.

Net cash used in operating activities was $2,060,531 during the
twelve months ended September 30, 2004 as compared to $554,434 in
the year earlier. This increase is attributed principally to the
net loss adjusted for non-cash stock compensation of $6,616,425.

We did not use any cash in investing activities during the
twelve months ended September 30, 2004.

Net cash provided by financing activities was $2,183,448 during
the twelve months ended September 30, 2004, which consisted
principally of proceeds from a stock offering pursuant to
Regulation "S" ($2,216,775), the payment of option exercises
($1,059,173) and the proceeds from relatd party loans ($340,200)
reduced by the repayment of related party loans ($1,312,700).

Our Company launched its first advertising campaign in May -June
of 2004 in order to support the sales of its products Good
Night's Sleep[TM] and SnorEnz[R] brand. A second advertising
campaign was launched in November-December 2004.Our Company
intends to seek additional funding in 2005 either through the
sale of common stock or the exercise of additional options. Our
Company has continued to cut costs by eliminating staff, and
eliminating one -time legal and computer and Internet related
costs. Our Company has sufficient cash resources, receivables and
cash flow to provide for all general corporate operations in the
foreseeable future.

On January 12, 2005, Bran, Ltd. renewed its line of credit for a
total of $1,000,000 with our Company with the following terms and
conditions: 1) the expiration of the line of credit is June 24,
20)6; 2) the interest rate is 8%; 3) the outstanding principal
and all accrued interest is payable monthly; 4) the line of
credit is secured by all of our Company's receivables, patents,
trademarks and other assets; and 5) as additional consideration,
our Company issued 2,000,000 of our common stock to Bran, Ltd.

Going Concern

Our 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.

Our Company has experienced a significant loss from operations
including the settlement of certain litigation . For the years
ended September 30, 2004 and 2003, our Company incurred net
losses of $9,171,324 and $592,843 respectively.

Our 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, our 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 our Company operates.

Our Company is pursuing financing for its operations and seeking
additional investments. In addition, our 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 our Company depleting its available funds and not being
able to 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 our
Company to continue as a going concern.

CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance
with accounting principles generally accepted in the United
States, and make estimates and assumptions that affect our
reported amounts of assets, liabilities, revenue and expenses,
and the related disclosures of contingent liabilities. We base
our estimates on historical experience and other assumptions that
we believe are reasonable in the circumstances. Actual results
may differ from these estimates.

The following critical accounting policies affect our more
significant estimates and assumptions used in preparing our
consolidated financial statements.

Revenue Recognition

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

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

Stock-Based Compensation

Our Company accounts for equity instruments issued to employees
for services based on the fair value of the equity instruments
issued and accounts for equity instruments issued to other than
employees based on the fair value of the consideration received
or the fair value of the equity instruments, whichever is more
reliably measurable.

Our Company accounts for stock based compensation in accordance
with SFAS 123, "Accounting for Stock-Based Compensation." The
provisions of SFAS 123 allow companies to either expense the
estimated fair value of stock options or to continue to follow
the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" (APB 25) but disclose

the pro forma effects on net income (loss) had the fair value of
the options been expensed. Our Company has elected to continue to
apply APB 25 in accounting for its stock option incentive plans.

Changes in our business priorities or model in the future could
materially impact our reported revenue and cash flow. Although
such changes are not currently contemplated, they could be
required in response to industry or customer developments.

Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements and their effect on us
are discussed in the notes to the financial statements in our
September 30, 2004 audited financial statements.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements.

BUSINESS OF OUR COMPANY
Company Background

Our Company was established under the laws of the State of Nevada
in October 1996. Executive offices are located at 7284 W.
Palmetto Park Road, Suite 207, Boca Raton, Florida 33433. Our
telephone number is (561) 750-1100. We currently operates
two Web sites: www.medgen.com and www.snorenz.com. Our
common stock trades on the OTC Bulletin Board under the symbol
"MDGN".

Overview of our Business

We were established to manufacture, sell and license
healthcare products, specifically to the market for alternative
therapies (health self-care). One out of two households practice
some form of alternative therapies. Industry observers estimate
this market's size at $27 billion a year, a level of consumer
expenditure almost triple the level of expenditure in 1990. The
two most prominent factors contributing to this robust growth are
(i) increased levels of education among consumers; and (ii)
changing patterns of primary care (both in cost and in delivery).

Our flagship product has been SNORenz[R], a throat spray
which reduces or eliminates the sounds ordinarily
associated with snoring. SNORenz[R] is free of artificial
colors, flavors or preservatives. Its patented ingredients,
technology and Liposome[R] manufacturing process, delivers
consistent and measured droplet spray mists directly to the back
of the throat, lubricating the uvula and soft palate that
vibrate with each breath. Each application lasts about six
to eight hours. Moreover, the all-natural peppermint taste
further provides the satisfaction of waking up without a morning
breath.

SNORenz[R] is currently sold through a number of Fortune 100
retailers representing a marketing network in excess of 30,000
stores nationwide. Our Company has accelerated its timetable to
introduce additional products that either deploy its proprietary
technology or otherwise address the $27 billion Alternative
Therapy Market. In August of 2003, our Company initiated phase 1
of its introduction of Good Nights Sleep[TM]. Good Nights
Sleep[TM] is a liquid throat spray formulation for sleep aide.
Using diphenhydromine as an active ingredient, Good Nights
Sleep[TM] will be the first spray liquid in this category to
enter the US market. The product is already marketed at CVS,
Eckerd and Albertson. Our Company also markets SNORenz[R] under
several private labels for other distributors. Snoraway is the
label that is reserved predominately for the European market.

Several other products are expected to be introduced in 2005
although the introductions are dependent upon necessary capital
resources.

Initial development of the SNORenz[R] product was completed in
the spring of 1997, when several test infomercials were produced
and aired with modest success. Changes were then made in the
formulation, the label design and the spray applicator. The newly
designed product was introduced in the fall of 1998, and sales
grew modestly until an infomercial featuring our Company Chairman
and Chief Executive, Paul B. Kravitz, began airing in the Spring
of 1999, significantly increasing sales.

DESCRIPTION OF PRODUCTS

SNORenz[R]

SNORenz[R]is an original and innovative entry into the anti-
snoring industry. Never before has a company introduced a liquid
throat spray to prevent or quiet the noise of snoring. Our
Company was awarded a patent on the ingredients and formula
on February 13, 2001. The medical and psychological
communities have studied the causes and symptoms of sleep
deprivation for many years.

Sleep clinics can be found internationally at the largest
hospitals and universities, and there is a large body of
published work on the subject of snoring. It has been documented
in clinical tests that much of sleep deprivation is caused by
snoring. Not only is the snorer disturbed, but those within close
proximity of the noise are disturbed as well. As the muscles
relax during sleep, air flows in and out of the mouth causing the
vibration of the tongue, soft palate and uvula which produces the
sound commonly referred to as snoring.

In 2002, our Company completed a double blind study at
Northwestern Hospital's Sleep Center in Atlanta, GA, under the
direction of Dr. Samuel Mickelson of the Advanced Ear Nose and
Throat P.C. The results of that study concluded that SNORenz[R]
is an effective product to reduce the noise associated with
snoring.

Traditional snoring remedies include surgical procedures,
mechanical devices and dental appliances. During surgery,
portions of the vibrating tissue are cut away by scalpel or laser
in an attempt to remove the noise-making tissues. This type of
procedure is painful, takes months to heal, and may not offer a
long-term solution. Mechanical devices primarily attempt to
increase the volume of air or create positive air pressure using
some type of breathing apparatus connected to an air pump. This
is not only uncomfortable, but also limits one's sleeping
positions. Dental appliances also attempt to increase the volume
of air by expanding the opening of the mouth or by repositioning
the lower jaw and/or the tongue to decrease the vibration effect.
Again,wearing one of these is not the most comfortable way to
sleep. The costs of these methods can be considerable and may not
be covered by basic medical insurance programs.

Snoring is a problem that affects over 60% of males and 40% of
females. In the United States alone, it is documented that there
are over 94 million people who suffer with and from the effects
of snoring. Snoring causes a poor quality of sleep. The medical
implications of snoring usually are not life threatening, except
for a malady called Sleep Apnea, which is not as yet curable.
Therapy has been increasing in response to demand to solve the
side effects of snoring noise.

Experiments with weight loss, the avoidance of alcoholic
beverages and the changing of sleep positions have largely proven
ineffective. Sufferers who demand some relief are now seeking
more aggressive methods. Invasive surgery, continuous positive
airway pressures (PAP),or appliances are now being used. These
methods have had variable success in improving the quality of
sleep and reducing snoring. Due to the discomfort and cost of
these methods, less invasive methods are now being evaluated.

The Biotechnology underlying Our Products

One of the most promising of all these new methods is the use of
a natural blend of oils and vitamins specially formulated to be
used as a spray. After years of research, such a product was
developed by a medical specialist in Brazil with encouraging
initial results. Our Company acquired this initial technology,
the trade secrets and initial proprietary formula for worldwide
commercial marketing which over the years has been perfected, re-
tested and re-formulated leading to the issuance of a patent that
has been assigned to our Company. Our Company has spent
considerable capital and other resources to further improve the
delivery of this spray by using, as its manufacturing technology,
the patented technology called Liposome[R], which enables the
blend of oils to remain equally disbursed and suspended in a
vesicle in solution. This, the patented formula and other trade
secrets comprise the underlying biotechnology of SNORenz[R].

Because of this specialized manufacturing process, there is never
a need to shake the bottle, as the solution is permanently
blended. Our Company intends to market other over-the-counter
products for alternative therapies. By way of explanation,
Lipoceuticals are liposomes in a multiphasic system that contains
an active ingredient in each phase. The ability to encapsulate a
variety of lipophilic and hydrophilic ingredients, peptides and
proteins is the obvious advantages needed to enhance delivery,
improve quality and sustain product performance of SNORenz[R].
This technology is far superior and much more expensive than
other emulsion type delivery systems and insures the highest
possible quality available in the market today.

The advantages and benefits of this technology and delivery
system are that the SNORenz[R] LipoSpray is absorbed
transmucosally to provide systemic distribution; has a higher
concentration of active ingredient in the mucosal tissue; has
longer residence time of active ingredient in the mucosal tissue;
and, has a high encapsulation rate for improved performance of
the active ingredient. It also has greater bioavailability, which
means that it has faster onset of effect, greater overall
absorption, sustained administration, improved convenience and no
pills, water or swallowing problems.

SNORenz[R] attempts to reduce or eliminate the sounds associated
with snoring by simply lubricating the vibrating tissues in the
throat with a combination of five natural oils, vitamins, and
trade secret trace ingredients. The product is formulated to
adhere to the soft tissues in the back of the throat for an
extended period of time, and may be reapplied as needed. Clinical
studies, "Double Blind" studies and scores of testimonials and
repeat sales indicate a high level of success for SNORenz[R]
users. SNORenz[R] is not effective where users have consumed a
large amount of alcoholic beverages shortly before application,
as the alcohol tends to break down the chemical bonds of the
natural oils. It should also be noted that SNORenz[R]is not a
cure for sleep apnea, a condition for which there is no known
cure.

SNORenz[R]carries a 30-day money back guarantee. Our Company has
experienced negligible product return rates over the past two
fiscal years.

GOOD Nights Sleep[TM]

Good Nights Sleep[TM] ("GNS") is a night time sleep aid and the
first such product formulated as a throat spray. Positioned to
compete with Sominex r,Simply Sleep r and Excedrin PM, which are
all solids; GNS enters the market catering to people who have
difficulty taking pills and who want "fast action" results
which only a liquid can give.

Truly innovative in its formulation, GNS uses Diphenhydramine
HCLin quantities of 8.3mg in each measured spray. Absorption into
the mucous membranes of the throat and cheeks is immediate and
the resultant sleep inducement is almost immediate.

GNS is alcohol free and contains inactive ingredients, citric
acid, flavor, glycerin,poloxamer 407, potassium sorbate,
purified water, sodium benzoate, sodium citrate and sorbitol.

The product comes in a "protected sealed" bottle with a screw on
spray applicator. Heavy emphasis in advertising is on a "spray
alternative to pills". Since the product does not contain any
natural sugar, it could be approved for diabetics' use.

4-in-1[TM]

4-in-1[TM] (formerly sold as PAINenz[TM]), a recently
commercialized product in our Company's family of products, is a
topical analgesic sold over-the-counter. It significantly reduces
the pain common to arthritis sufferers, normal aches and pains
due to exercise and other muscle stress, simple backache pain and
muscle sprains. The product comes in a roll-on applicator. The
market for over-the-counter pain relief products is estimated to
exceed $2.5 billion per year.

The active ingredients in 4-in-1[TM] are, Glucosamine,
Chondroitin, Cetyl Myrist Oleate(CMO) and Capsaicin (kap SAY ih
sihn), a derivative of the hot pepper plant. When applied as an
external analgesic, Capsaicin depletes and prevents
reaccumulation of substance P in peripheral sensory neurons.
Substance P is found in slow-conducting neurons in the outer and
Inner skin layers and joint tissues, and is thought to be the
primary chemical mediator of pain impulses from the periphery to
the central nervous system. By depleting substance P, Capsaicin
renders skin and joints insensitive to pain since impulses cannot
be transmitted to the brain.

Capsaicin has been approved by the United States Food and Drug
Administration ("FDA") for use without a prescription in topical
preparations marketed for the temporary relief of pain from
arthritis, or for the relief of minor aches and pains of muscles
and joints. Information on both Capsaicin and Liposome is
available on the Internet (www.capsaicin.com and
www.liposomes.com).

Marketing

Med Gen products are currently sold over the counter by more than
28,000 retail stores nationwide and also sold by distributors
overseas. A partial list of retailers that carry Med Gen brands
in the United States are: Albertsons Supermarkets, American
Stores (a division of Albertsons which includes Jewel Stores,
Jewel T Stores, Osco Drugs and Sav-On Drugs), Brooks Pharmacy,
Cardinale Distributing, CVS, Duane Reade, Discount Drug Mart,
Giant Eagle, Gristedes Hannaford Brothers,Kinray Distributing,
Kohl and Frisch, Meijers, Northside Distributing, Walgreens and
Wal-Mart.

Manufacturing and Distribution Agreements

Our Company has all of its products manufactured by contract
manufacturers.

Not including international sales generated from its Internet
site, our Company has distributors to sell our snoring spray
under other brand names in Canada, the United Kingdom,
Germany, France, Switzerland, Portugal, Turkey, Australia, New
Zealand, Japan, China and Korea. Our Company expects to utilize
its other products through these distribution network in the
future.

Competition, Market Share and Industry Environment

The Information Research Institute (IRI) is arguably the seminal
research organization regarding consumer products research. The
category, Sleeping Remedies, is a $161 million market. In 1998, a
sub-category, Sleeping Aids, Liquid, was created.

In the snoring relief category, the only major competitor is CNS
Inc.(dba: Breathe Rightr) and its product Breathe Rightr Spray.
Although this product was introduced into the market in the past
year, CNS has spent a considerable amount of money on
promotion and advertising, replacing SNORenz[R] as the leading
seller in the snoring category. Our Company has not been able to
compete because of lack of advertising dollars and has recently
been moving forward to obtain funding for this purpose.

Good Nights Sleep[TM], although new, enjoys an enviable position
in that it still remains the only brand available as a liquid
throat spray for sleep aid. Although it has a lot of competition
from well known brands, all of the existing products are in
"hard" form delivery systems.

Dominant Customers

In fiscal year 2004, our Company's three largest customers were
Wal-Mart, Walgreens and Eckerd which represented 66% of our
Company's annual sales that year with WalMart accounting for 41%.
Our Company's largest customer in fiscal 2003 was Wal-Mart, which
represented 57% of annual sales that year.

We have addressed the issue of dominance by recently
introducing an additional brand, Good Nights Sleep[TM]
which we began selling at CVS (4200 stores), Duane Reade (260
stores), Gristedes (50 stores) and Meijers (160 stores) as well
as in several international markets. In addition, an all natural
"Sleep-aid" is in development for our Company's largest account.
Selling our products to new accounts is a major management goal
for fiscal 2004.

Line of Credit

On January 12, 2005, Bran, Ltd. extended its line of credit for a
total of $1,000,000 with our Company with the following terms and
conditions: 1) the expiration of the line of credit is June 24,
20)6; 2) the interest rate is 8%; 3) the outstanding principal
and all accrued interest is payable monthly; 4) the line of
credit is secured by all of our Company's receivables, patents,
trademarks and other assets; and 5) as additional consideration,
our Company issued 2,000,000 shares of our common stock to Bran,
Ltd.

Internet Sales

With conversion of our Company's marketing strategy in 2002 from
Direct Marketing to consumer retail store sales, Internet
pricing was dramatically reduced by 50% to be consistent with
unit pricing in the retail network. Therefore, although unit
sales remained steady, and have even slightly increased, dollar
sales have dropped.Our Company operates two e-commerce web
sites, www.snorenz.com and www.medgen.com. Orders from these
sites average over $9,000 per month in retail sales. Future
enhancements to our Company's web sites are planned.

Our Company expects to show steady and important increases in
future sales on its internet site. During the second quarter of
fiscal 2004 (January to March), the web site will be re-designed
to increase "user friendly" utilization and to offer new company
products. In addition, the company has appointed an executive to
head-up the Internet Sales so that there will be a concentrated
effort made in this important media. Investor Relations will also
be included and enhanced on the web site with more frequent up-
dates than previously given. Although no sales figures can be
given or estimated, our Company expects that these efforts will
produce substantial increases in e-commerce sales in fiscal 2004.

Trademarks and Licenses

The name "SNORenz[R]" is a registered trademark of our Company
with the United States Patent and Trademark Office (Reg. No.
2,210,381 - 12/15/98). An application for trademark of the name
"SNORE Quell[TM]", "4 in 1[TM]" and COMFORT CARE[TM] has been
made.Our Company has registered Snorenz in Korea and Snoraway and
Good Night's Sleep in all countries participating in the EU as a
Community Trademark.

Government Regulation

The manufacturing, processing, formulation, packaging, labeling
and advertising of our Company's products may be subject to
regulation by one or more federal agencies, including the FDA,
the Federal Trade Commission ("FTC"), the Consumer Product Safety
Commission, the United States Department of Agriculture, the
United States Postal Service, the United States Environmental
Protection Agency and the Occupational Safety and Health
Administration. Our Company's products may also be regulated by
various agencies of the states and localities in which our
products will be sold. In particular, the FDA regulates the
safety, labeling and distribution of dietary supplements,
including vitamins, minerals, herbs, food, OTC and prescription
drugs and cosmetics.

The regulations that are promulgated by the FDA relating to the
manufacturing process are known as Current Good Manufacturing
Practices ("CGMPs"), and are different for drug and food
products. In addition, the FTC has overlapping jurisdiction with
the FDA to regulate the labeling, promotion and advertising of
vitamins, OTC drugs, cosmetics and foods. The FDA is generally
prohibited from regulating the active ingredients in dietary
supplements as drugs unless product claims, such as claims that a
product may heal, mitigate, cure or prevent an illness, disease
or malady, trigger drug status.

Governmental regulations in foreign countries where the Company
may sell our products may prevent or delay entry into a market or
prevent or delay the introduction, or require the reformulation,
of certain of our products. In addition, the Company cannot
predict whether new domestic or foreign legislation regulating
its activities will be enacted. Such new legislation could have a
material adverse effect on our Company.

Federal Trade Commission

Our Company's product packaging and advertised claims strictly
adhere to FTC regulations and guidelines. Our Company has
complied with all FTC regulations with respect to making changes
to our packaging and labels with "APNEA" warnings that meet all
new compliance issues. Our Company intends to comply with all
government regulations, both in domestic and foreign markets,
regarding the distribution and sales marketing of its product
lines.

Reports to Security Holders

Our Company periodically prepares and publishes News Releases and
other significant reports that are deemed newsworthy. These
reports are sent to Business Wire for wide distribution. In
addition, shareholder reports are mailed to all shareholders, as
the Company deems necessary. Notices of yearly shareholders'
meetings, proxy statements and events of this nature are
distributed with the help of Liberty Transfer Company, our
Company's transfer agent, and with information obtained from ADP
Investor Communication in regard to street name accounts.

Employees

Our Company currently has six full-time employees. Paul Kravitz
is the Chairman, Secretary and Chief Executive Officer of our
Company; Paul S. Mitchell is President, Treasurer and Chief
Operating Officer; and Jack Chien is Chief Financial Officer.

Description of our Property

Our offices are located at 7284 W. Palmetto Park Road, Suite
207, Boca Raton, Florida 33433 which we lease for $6200.00 per
month. The telephone number at this address is (561) 750-1100.
In November 1999, our Company also agreed to rent expandable
warehouse space (space as needed) located in Buffalo, New York on
the premises of its prime sub-contractor. This location
significantly reduces the cost of handling and related costs
as well as reduce overhead; it also simplifies inventory
controls.

Legal Proceedings

A lawsuit that was brought by Global HealthCare Laboratories
Inc., and Dan L. Williams Co. Inc., our Company's former
distributors, in May, 2003 resulted in a judgment against us on
August 9, 2004 with the jury awarding Global Healthcare
Laboratories Inc., damages of $2,200,000.00 and Dan L. Williams
Co. Inc. damages of $11,000.00, for a total including prejudgment
interest in the amount of $2,501,191.00. On December 9th, 2004,
we entered into a Settlement Agreement containing the following
terms and conditions: a) We are to pay the Plaintiffs
$200,000.00 in five monthly installments beginning in December
2004 and finishing in March 2005, three installments for a total
of $75,000 of which have already been paid; b) We are to issue to
the Plaintiffs or their designees 8,000,000 shares of our
Company's common stock, for which Mr. Kravitz will retain the
voting rights until sold, and file a registration statement for
the sale of the shares on or before January 15, 2005. In the
event the registration statement is not filed by that date, the

Company will issue an additional 500,000 shares to the
Plaintiffs; and c) A satisfaction of judgment will be entered
upon the earlier of the sale of all of the shares or December
31, 2005.

MANAGEMENT AND EXECUTIVE COMPENSATION

The following table sets forth the name, age and position held by
each of our executive officers and directors as of December 31,
2004.

Name Age Position
- ---- --- --------

Paul B. Kravitz 73 Chairman; Chief Executive
Officer Secretary and Director

Paul S. Mitchell 52 President, Treasurer, Chief
Operating Officer and Director

Jack Chien 55 Chief Financial Officer

In 2002 at the Annual shareholders meeting the shareholders
elected the Board of Directors for a three year term. Officers
were elected for the same term and, subject to existing
employment and consulting contracts and agreements, serve at the
discretion of the Board. Our Company intends to conduct an
annual shareholders meeting in accordance with Nevada state law
at our principal office location at 7284 West Palmetto Park
Road, Boca Raton,
Florida.

Paul B. Kravitz is Chairman and Chief Executive Officer. He has
- ----------------
been a member of the Board of Directors since our
Company's inception. Prior to founding Med Gen and its principal
product Snorenz, Mr. Kravitz was the President and CEO of
AppleTree Companies, Inc., a public company, which was engaged
in the manufacture and distribution of food supplies to
convenience stores in 24 states. Annual Sales exceeded $38
million. Mr. Kravitz retired from that company in 1996.

From 1986 until 1992, Mr. Kravitz was the CEO and principal
shareholder of The Landon Group, a financial services company.
From 1990 through 1991, Mr. Kravitz was Chairman of Southeast
Bank's Leasing Division, an appointment made by the Federal
Deposit Insurance Corporation, which was in the process of
liquidating that bank. From 1960 until the mid-1980's, Mr.
Kravitz was the CEO of American Furniture Company, Inc., and
Furniture Resources International, Inc., whose operations
encompassed manufacturing of and marketing to retail showrooms
nationwide.

Mr. Kravitz is a graduate of Boston University with a BS Degree.
He is a published writer for the aviation industry, food industry
and the natural supplement industry. He has appeared on national
television, in infomercials for SNORenz[R]and Med Gen. Mr.
Kravitz is a veteran of the Korean War and served honorably as an
officer in the United States Air Force. Mr. Kravitz was honorably
discharged receiving the Distinguished Service Medal for his
military service during the Korean War. In 1955 he was retired
from active duty and placed on Reserve. In 1972 he was retired as
a permanent 1st Lt. USAFR after 20 years of service to his
country.

Paul S. Mitchell is the President and Chief Operating
- --------------------
Officer. He has also been a Director of our Company since 1997.
In 1995, Mr. Mitchell sold his food services company (the
Sandwich Makers) to AppleTree, becoming that company's Chief
Operating Officer. From $135,000 in sales in 1987, sales had
increased to almost $5 million by the time it was sold to
AppleTree. Prior to 1987, Mr. Mitchell worked for Tasty Baking
Company based in Pennsylvania, and for whom he held several
positions nationwide.

Jack Chien, is our Chief Financial Officer. A native of Taiwan,
- -----------
he has over 27 years of domestic and international bookkeeping
experience. Prior to moving to the United States, he was Chief
Financial Officer of Cannontex Industrial Company, Taiwan. After
relocating here, was employed by Kantor Bros. Neckware Company,
Inc., Brooklyn, NY, for 19 years where he became
Controller/Director of Finance and Administration. His duties
included interaction/preparation of independent annual audits,
budgeting, managing daily office operations and presenting to the
board members the financial status of the company. After leaving
this company, he became an independent consultant for various
companies, including Akira Trading Company, McKinna Yachting,
Retail Management Acquisitions Group, Inc., d.b.a. Fyetems
International, and RaceWay Net, Inc., assisting these companies
in implementing accounting/bookkeeping infrastructures and
developing internal controls. Mr. Chien received his accounting
degree from the University of Taiwan.

Executive Compensation

The following table shows that for the fiscal years ended
September 30, 2002, September 30, 2003 and September 30, 2004
the cash and other compensation paid to each of the
executive officers and directors of our Company.

Annual Compensation

Awards Other
Name and Other Restricted Stock
Position Held Year Salary Bonus Compensation Stock Awards
- ------------- ---- ------ ----- ------------ ---------- ------

Paul B. Kravitz, 2004 $65,000 -0- Options -0- -0-
Chairman & CEO, 2003 65,000 -0- Options -0- -0-
Director 2002 78,000 -0- Options -0- -0-

Paul S. Mitchell 2004 65,000 -0- Options -0- -0-
President & COO, 2003 65,000 -0- Options -0- -0
Director 2002 78,000 -0- Options -0- -0-

Employment Agreements

On September 27, 2002, Mssrs. Kravitz and Mitchell entered into
two five-year renewable employment agreements with our Company
with the following provisions: a) gross income of $150,000 per
year; b) participation in our benefit plan and stock option plan
until their deaths; and c) a bonus of 1.66% of pre-tax income or
net cash flow, whichever is greater. The Company was only able to
pay to Messrs. Kravitz and Mitchell the amounts indicated in the
above chart and did not accrue the unpaid salaries. The
employment agreements were mutually terminated in March, 2003
with no consideration being paid by either party.

Compensation of Board of Directors.

Currently, our directors do not receive any extra compensation
for their services as members of the Board of Directors. However,
we anticipate that in the future, independent directors will
receive stock options for their services.

Key Man Insurance.

We do not currently maintain life insurance covering the death of
any officer, director or key employee.

Stock Option Plan

On April 22, 2002, our Company granted options to purchase
5,135,000 shares each to Messrs. Kravitz and Mitchell pursuant to
a Nonqualified Employee Stock Option Plan for the following
exercise prices: 2,000,000 shares at $.131 per share; 2,000,000
shares at $.25 per share; 1,000,000 shares at $.30 per share; and
135,000 shares at .38 per share. Between the date of the granting
of the options and the end of fiscal year 2003, Mr. Kravitz
exercised all of the options granted to him and sold 1,688,702
shares of the underlying stock. All unexercised options and
options exercised but not yet paid for were repriced to $.44 on
June 8, 2004; to $.09 on August 10, 2004; and to $.012 on August
25, 2004. On the date of the filing of this this Prospectus, Mr.
Kravitz was indebted to our Company in the amount of $413,556 for
options exercised but not yet paid for. Between the date of the
granting of the options and the end of fiscal year 2003, Mr.
Mitchell exercised all of the options granted to him and sold all
of the underlying stock.

On October 5, 2004, our Company granted options to purchase
10,000,000 shares of our common stock to employees of our Company
with an exercise price of $.10 per share and an expiration date
of October 5, 2014 pursuant to a Nonqualified Employee Stock
Option Plan. Options to purchase 2,000,000 shares were granted to
Mr. Kravitz who simultaneously exercised them.. On the date of
this Prospectus, Mr. Kravitz was indebted to our Company in the
amount of $200,000 for these options exercised but not yet paid
for. On the date of the filing of this Prospectus, there were
8,000,000 unexercised options outstanding.

Indemnification

Our Articles of Incorporation and By-Laws provide for the
indemnification by us of our officers and directors against any
losses or liabilities they may incur as a result of the manner in
which they operate our business or conduct our internal affairs,
provided that in connection with these activities they act in
good faith and in a manner which they reasonably believe to be
in, or not opposed to, the best interests of our Company, and
their conduct does not constitute gross negligence, misconduct or
breach of fiduciary obligations. To further implement the
permitted indemnification, we have entered into Indemnity
Agreements with our officers and directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of the filing of
this Prospectus, each person we know to be the beneficial owner
of five percent or more of our common stock, all directors and
officers individually and as a group. There are no shares of
Preferred stock issued and outstanding. Unless otherwise noted,
each person named has sole voting and investment power with
respect to the shares shown.

Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Owner
- ---------------------------------------------------------------------------------------------------

Common Stock Paul B. Kravitz
4320 NW 101 Drive
Coral Springs, FL 33065 3,519,948 (1) (2) 9.48%

Common Stock Paul S. Mitchell
7284 W. Palmetto Pk Rd
Boca Raton, FL 33433 73,650 (3) 0.002%

Common Stock Dan L. Williams
4828 Metropolitan Ave.
Kansas City, Kansas 66106 2,200,000 (4) 5.92%

Common Stock Howard Gordon
4828 Metropolitan Ave.
Kansas City, Kansas 66106 2,200,000 (5) 5.92%

Directors and Executive
Officers as a group
(3 persons) 3,593,598 9.482%

(1) Includes 41,150 shares of 82,300 shares owned by Di-Su
Holdings, Inc., a company of which Mr. Kravitz owns 50% , plus
the number of shares of common stock which Mr. Kravitz has the
right to acquire within 60 days, if any.

(2) As part of the settlement of the litigation with Global
Healthcare, Inc. and Dan L. Williams & Co., Inc., our Company
issued 8,000,000 shares of Common Stock to the plaintiffs and/or
their designees. In the Settlement Agreement, the parties agreed
that Mr. Kravitz would retain the voting rights until the shares
were sold. Mr. Kravitz, therefore, has full voting rights and
control of a total of 11,519,948 shares, giving him control of
31% of the total shares outstanding.

(3) Includes 41,150 shares out of the 82,300 shares owned by Di-
Su Holdings, Inc., a company of which Mr. Mitchell owns 50%, plus
the number of shares of common stock which Mr. Mitchell has the
right to acquire within 60 days, if any.

(4) Includes 2,200,000 shares of 4,400,000 shares owned by
Global Healthcare, Inc., a company of which Mr. Williams owns
50%. As stated in Note 2 above, Mr. Kravitz has full voting
rights with regard to such shares owned by Global Healthcare, Inc.

(5) Includes 2,200,000 shares of 4,400,000 shares owned by
Global Healthcare, Inc., a company of which Mr. Gordon owns 50%.
As stated in Note 2 above, Mr. Kravitz has full voting rights
with regard to such shares owned by Global Healthcare, Inc.

SELLING STOCKHOLDERS

The shares to be offered by the selling stockholders are
presently "restricted" securities under applicable federal and
state securities laws and are being registered under the
Securities Act of 1933, as amended (the "Securities Act") in
order to allow the selling stockholders to sell these shares, at
their option, in public transactions. The registration of these
shares does not require that any of the shares be offered or sold
by the selling stockholders.

No estimate can be given as to the amount or percentage of our
common stock that will be held by the selling stockholders after
any sales made pursuant to this prospectus because the selling
stockholders are not required to sell any of the shares being
registered under this prospectus. The following tables assume
that the selling stockholders will sell all of the shares listed
in this prospectus.

For purposes of the tables below, the numbers of shares
"beneficially owned" are those beneficially owned as determined
under the rules of the SEC. Such information is not necessarily
indicative of beneficial ownership for any other purpose. Under
such rules, beneficial ownership includes any shares as to which
a person has sole or shared voting power or investment power and
any shares for which the person has the right to acquire such
power within 60 days through the exercise of any option, warrant
or right, through conversion of any security or pursuant to the
automatic termination of a power of attorney or revocation of a
trust, discretionary account or similar arrangement. Percentages
in the tables below are based on 37,136,447 shares of our common
stock being outstanding as of the effective date of this
Prospectus.

Except as noted, the following named shareholders have no
beneficial or record ownership in other shares of our Company.

Name of Beneficial Owner Shares Beneficially Owned Maximum Number of Shares Beneficially Owned
of Common Stock Prior to Offering Shares to be sold in after Offering assuming
Being Offering this Offering all sold Number %
- ------------------------ ------------------------- -------------------- -------------------------

Global Healthcare, Inc. 4,400,000 4,400,000 0 0%
Laboratories , Inc.
4828 Metropolitan Ave.
Kansas City, Kansas 66106

Joseph A. Crites, Esq. 800,000 800,000 0 0%
6031 McGee
Kansas City, Missouri 64113

Sheftall & Torres, P.A 2,800,000 2,800,000 0 0%
100 S.E. 2nd Street, Ste 2220
Miami, Florida 33131

Bran, Ltd. 2,000,000 2,000,000 0 0%
% Wallace & Partners
1 Portland Place
London, England

Stewart A. Merkin, Esq. 203,750 200,000 3,750 0%
444 Brickell Ave., Ste. 300
Miami, FL 33131

Except for Stewart A. Merkin, Esq, who is counsel to the Company,
no selling stockholder has ever held any position or office or
had any other material relationship with us.

PLAN OF DISTRIBUTION

Each selling security holder of our common stock, and any of
their pledgees, assignees and successors-in-interest may, from
time to time, sell any or all of their shares of common stock on
the trading market or any other stock exchange, market or trading
facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. A
selling security holder may use any one or more of the following
methods when selling shares:

* ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers;

* block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;

* purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

* an exchange distribution in accordance with the rules of the
applicable exchange;

* privately negotiated transactions;

* settlement of short sales entered into after the date of
this prospectus;

* broker-dealers may agree with the selling security holders
to sell a specified number of such shares at a stipulated price
per share;

* a combination of any such methods of sale;

* through the writing or settlement of options or other
hedging transactions, whether through an options exchange or
otherwise; or

* any other method permitted pursuant to applicable law.

The selling security holders may also sell shares under Rule 144
under the Securities Act of 1933, as amended (the "Securities
Act"), if available, rather than under this prospectus.

Broker-dealers engaged by the selling security holders may
arrange for other brokers-dealers to participate in sales. Broker-
dealers may receive commissions or discounts from the selling
security holders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be
negotiated. Each selling security holder does not expect these

commissions and discounts relating to its sales of shares to
exceed what is customary in the types of transactions involved.

In connection with the sale of our common stock or interests
therein, the selling security holders may enter into hedging
transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the common stock in
the course of hedging the positions they assume. The selling
security holders may also sell shares of our common stock short
and deliver these securities to close out their short positions,
or loan or pledge the common stock to broker-dealers that in turn
may sell these securities. The selling security holders may also
enter into option or other transactions with broker-dealers or
other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-
dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).

The selling security holders and any broker-dealers or agents
that are involved in selling the shares may be deemed to be
"underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Each selling security holder has informed the Company that it
does not have any agreement or understanding, directly or
indirectly, with any person to distribute the common stock.

We are required to pay certain fees and expenses incurred by us
incident to the registration of the shares. We have agreed to
indemnify the selling security holders unde certain circumstances
against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.

Because selling security holders may be deemed to be
"underwriters" within the meaning of the Securities Act, they
will be subject to the prospectus delivery requirements of the
Securities Act. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this
prospectus. Each selling security holder has advised us that they
have not entered into any agreements, understandings or
arrangements with any underwriter or broker-dealer regarding the
sale of the resale shares. There is no underwriter or
coordinating broker acting in connection with the proposed sale
of the resale shares by the selling security holders.

We agreed to keep this prospectus effective until the earlier of
(i) the date the selling security holders are able to sell all
the common stock immediately without restriction pursuant to the
volume limitation provisions of Rule 144 under the Securities Act
or any successor rule thereto or otherwise or (ii) all of the
shares have been sold pursuant to the prospectus. The resale
shares will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In
addition, in certain states, the resale shares may not be sold
unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or
qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the resale shares may
not simultaneously engage in market making activities with
respect to our common stock for a period of two business days
prior to the commencement of the distribution. In addition, the
selling security holders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases
and sales of shares of our common stock by the selling security
holders or any other person. We will make copies of this
prospectus available to the selling security holders and have
informed them of the need to deliver a copy of this prospectus to
each purchaser at or prior to the time of the sale.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr Kravitz and Mr. Mitchell hold 82,300 shares in Di-Su Holding.
Di-Su Holding is an affiliate of our Company. They each
beneficially own 50% of the company. During the past five years
there have been no material transactions between our Company and
Di-Su Holding.

On October 5, 2004, our Company granted options to purchase
10,000,000 shares of our common stock to employees of our Company
with an exercise price of $ .10 per share and an expiration date
of October 5, 2014 pursuant to a Nonqualified Employee Stock
Option Plan. Mr. Kravitz exercised an option for 2,000,000 shares
which were issued to him. On the date of the filing of this this
Prospectus, Mr. Kravitz was indebted to our Company in the amount
of $200,000 for options exercised but not yet paid for. On the
date of the filing of this this Prospectus, there were 8,000,000
unexercised options outstanding.

DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 50,000,000 shares of Common Stock,
with a par value of $.001 per share.

The holders of common stock are entitled to one vote for each
share held on all matters submitted to a vote of shareholders.
Holders of common stock are entitled to receive ratably such
dividends, if any, as may be declared by the board of directors
out of funds legally available therefore. Upon a liquidation,
dissolution or winding up of our Company, the holders are
entitled to receive ratably the net assets available after the
payment of all debts and other liabilities, and subject further
only to the prior rights of any outstanding preferred stock.
Common stock holders have no preemptive, subscription, redemption
or conversion rights. The outstanding shares of common stock are
fully paid and non-assessable.

Cumulative voting in the election of directors is not permitted
and the holders of a majority of the number of outstanding shares
will be in a position to control the election of directors, at a
general shareholder meeting, and may elect all of the directors
standing for election.

Preferred Stock

We are authorized to issue 5,000,000 shares of preferred stock
with a par value of $0.001 per share, all of which are
undesignated. As of the date of the filing of this Prospectus, we
have no shares of preferred stock issued or outstanding.

Dividend Policy

Holders of common stock shall be entitled to receive, on an equal
basis, such dividends, payable in cash or otherwise, as may be
declared thereon by the Board of Directors from time to time out
of the assets or funds of our Company legally available therefor.

Options

From time to time, our Company grants options to employees and
consultants of our Company. At the present time, there are 8
million options which have been granted but not yet exercised
with an exercise price of $ .10 per share and an expiration date
of October 5, 2014.

Shares Eligible For Future Issuance

Since not all of our authorized common and preferred stock have
been issued, our Board of Directors may issue additional shares,
from time to time in the future, for any proper corporate
purpose, including public and private equity offerings,
convertible debt offerings, stock splits, stock dividends,
acquisitions, warrants, stock option plans, and funding of
employee benefit plans. No further action or authorization by our
stockholders would be necessary prior to the issuance of
additional shares. The future issuance by us of shares may dilute
the equity ownership position and the rights, preferences and
privileges of existing stockholders. Unissued shares could be
issued in circumstances that would serve to preserve control of
our existing management.

Future issuance of shares of preferred stock, or the issuance of
rights to purchase such shares, could be used to discourage an
unsolicited acquisition proposal. For instance, the issuance of a
series of preferred stock might impede an acquisition or other
business combination by including class voting rights that would
enable the holder to block such a transaction, or facilitate a
business combination by including voting rights that would
provide a required percentage vote of the stockholders. In
addition, under certain circumstances, the issuance of preferred
stock could adversely affect the voting power of the holders of
the common stock. Although the board of directors is required to
make any determination to issue such stock based on its judgment
as to the best interests of our stockholders, our Board of
Directors could act in a manner that would discourage an
acquisition attempt or other transaction that some, or a
majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for
their stock over the then market price of such stock. Our Board
of Directors does not at present intend to seek stockholder
approval prior to any issuance of currently authorized stock,
unless otherwise required by law or stock exchange rules. We have
no present plans to issue any preferred stock.

Freely Tradeable Shares After Offering

After the completion of this Offering, there will be a total of
24,718,848 shares of our common stock that will be tradable
without restriction under the Securities Act. All of the
remaining shares, including the 3,593,598 owned by control
persons, will continue to be "restricted securities" as that term
is defined in Rule 144 promulgated under the Securities Act.

In general, under Rule 144 as currently in effect, a person (or
persons whose shares are aggregated) who has beneficially owned
restricted securities shares for at least one year, including
persons who may be deemed our "affiliates," as that term is
defined under the Securities Act, would be entitled to sell
within any three month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares or the
average weekly trading volume of shares during the four calendar
weeks preceding such sale. Sales under Rule 144 are subject to
certain manner-of-sale provisions, notice requirements and the
availability of current public information about the company. A
person who has not been our affiliate at any time during the
three months preceding a sale, and who has beneficially owned his
shares for at least two years, would be entitled under Rule
144(k) to sell such shares without regard to any volume
limitations under Rule 144. The sale, or availability for sale,
of substantial amounts of common stock could, in the future,
adversely affect the market price of the common stock and could
impair our ability to raise additional capital through the sale
of our equity securities or debt financing. The future
availability of Rule 144 to our holders of restricted securities
would be conditioned on, among other factors, the availability of
certain public information concerning the company.

Transfer Agent

Our transfer agent for our common stock is Liberty Transfer Co.,
274 New York Ave, Huntington, NY 11743-2711. The telephone number
is (631) 385-1616.

DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR
LIABILITIES UNDER THE SECURITIES ACT OF 1933

We are authorized in our Articles of Incorporation and our by-
laws to indemnify our officers and directors to the fullest
extent allowed under the provisions of the State of Nevada
Corporation Laws for claims brought against such persons in their
capacity as officers and or directors. We may hold harmless each
person who serves at any time as a director or officer from and

against any and all claims, judgments and liabilities to which
such person shall become subject by reason of the fact that he is
or was a director or officer, and may reimburse such person for
all legal and other expenses reasonably incurred by him or her in
connection with any such claim or liability. We also have the
power to defend such person from all suits or claims in accord
with Nevada Statutes. The rights accruing to any person under our
by-laws and Articles of Incorporation do not exclude any other
right to which any such person may lawfully be entitled, and we
may indemnify or reimburse such person in any proper case, even
though not specifically provided for by the bylaws and Articles
of Incorporation. Insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has
been advised that in the opinion of the SEC, such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel was hired on a contingent basis or will
receive a direct or indirect interest in our business that is
valued at greater than $50,000. Stark Winter Schenkein & Co.,
LLP, Certified Public Accountants, has audited the financial
statements included in this prospectus to the extent and for the
periods indicated in their reports thereon.

LEGAL MATTERS

Stewart A. Merkin, Esq., of the Law Office of Stewart A. Merkin,
P.A., has rendered an opinion with respect to the validity of the
shares of common stock covered by this Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form SB-2
under the Securities Act for the common stock offered under this
prospectus. We are subject to the informational requirements of
the Exchange Act, and file reports, proxy statements and other
information with the Commission. Copies of these materials can be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The SEC also maintains a Web site that contains reports,
proxy statements, information statements and other information
concerning our Company at the site located at www.sec.gov. This
prospectus does not contain all the information in the
registration statement and its exhibits, which we have filed with
the Commission under the Securities Act and to which reference is
made.

FINANCIAL STATEMENTS

Med Gen, Inc.
Balance Sheet
September 30, 2004

ASSETS

Current Assets
Cash and cash equivalents $ 213,708
Accounts receivable, net of reserve of $10,000 178,390
Inventory 120,869
Other current assets 5,700
----------------
Total Current Assets 518,667
----------------

Property and Equipment, net 57,425
----------------

Other Assets
Deposits and other 33,772
----------------

$ 609,864
================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable $ 85,070
Accrued expenses 200,000
Notes payable - related parties 175,000
----------------
Total Current Liabilities 460,070
----------------
Stockholders' Equity
Preferred stock, $.001 par value, 5,000,000 shares
authorized:
Series A 8% cumulative, convertible, 1,500,000 shares
authorized, no shares issued and outstanding -
Undesignated, 3,500,000 shares authorized -
Common stock, $.001 par value, 50,000,000
shares authorized, 24,936,447 shares
issued and outstanding 24,936
Paid in capital 14,384,348
Accumulated (deficit) (14,204,863)
----------------
204,421
Receivable for common stock (54,627)
----------------
149,794
----------------

$ 609,864
================

See accompanying notes to the financial statements.

F-1

Med Gen, Inc.
Statements of Operations
For the Years Ended September 30, 2004 and 2003

2004 2003
------------- -------------

Net sales $ 1,043,101 $ 2,306,648

Cost of sales 436,534 797,412
------------- -------------

Gross profit 606,567 1,509,236
------------- -------------
Operating expenses:
Non cash stock compensation 6,616,425 -
Selling, general and
administrative expenses 3,047,869 1,958,192
------------- -------------
9,664,294 1,958,192
------------- -------------

(Loss) from operations (9,057,727) (448,956)
------------- -------------
Other (income) expense:
Other expense - 26,921
Interest expense 113,597 116,966
------------- -------------
113,597 143,887
------------- -------------

Net (loss) $ (9,171,324) $ (592,843)
============= =============

Per share information - basic and
fully diluted:

Weighted average shares outstanding 11,891,848 910,072
============= =============

Net (loss) per share $ (0.77) $ (0.65)
============= =============

See accompanying notes to the financial statements.

F-2

Med Gen, Inc.
Statement of Stockholders' Equity
For the Years Ended September 30, 2004 and 2003

Receivable
Common Stock Additional Treasury for Common Accumulated
Shares Amount Paid in Capital Stock Stock Deficit Total
------- -------- --------------- ---------- ---------- ------------- -----------

Balance, September 30, 2002 625,140 $ 625 $ 4,171,384 $ (10,000) $ (85,460) $ (4,440,696) $ (364,147)
Retire treasury shares - - (10,000) 10,000 - - -
Exercise of stock options 600,000 600 741,900 - (742,500) - -
Payment on option exercise - - - - 75,735 - 75,735
Net (loss) for the year - - - - - (592,843) (592,843)
--------- -------- ------------- --------- --------- ------------ ---------

Balance September 30, 2003 1,225,140 1,225 4,903,284 - (752,225) (5,033,539) (881,255)

Common stock issued pursuant to
Regulation S Offerings 11,764,294 11,764 2,115,011 - - - 2,126,775
Payment on option exercise - - - - 1,059,173 - 1,059,173
Common stock issued for services 320,000 320 302,280 - - - 302,600
Stock options issued - - 112,500 - - - 112,500
Exercise of stock options 11,325,000 11,325 5,431,575 - (5,442,900) - -
Reduction in exercise price of
stock options - - - - 5,081,325 - 5,081,325
Conversion of notes payable 302,013 302 399,698 400,000
Stock issuable pursuant to
settlement of litigation - - 1,120,000 - - - 1,120,000
Net (loss) for the year - - - - - (9,171,324) (9,171,324)
--------- -------- ------------- --------- --------- ------------ ---------

Balance September 30, 2004 24,936,447 $ 24,936 $ 14,384,348 $ - $ (54,627) $(14,204,863) $ 149,794
========== ======== ============= ========= ========= ============ ==========

See accompanying notes to the financial statements.

F-3

Med Gen, Inc.
Statements of Cash Flows
For the Years Ended September 30, 2004 and 2003

2004 2003
------------- ------------

Cash flows from operating activities:
Net (loss) $ (9,171,324) $ (592,843)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation and amortization 30,709 28,244
(Loss) on disposition of property and equipment - 28,322
Allowance for doubtful accounts - 60,000
Common shares and options issued for services 6,616,425 -
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 323,042 (56,418)
Decrease in inventory 97,817 38,327
Decrease in other current assets 15,700 729
Decrease in deposits and other assets 90,297 1,404
(Decrease) in accounts payable (263,197) (62,199)
Increase in accrued expenses 200,000 -
------------- ------------
Net cash (used in) operating activities (2,060,531) (554,434)
------------- ------------
Cash flows from investing activities:
Acquisition of property and equipment - (23,873)
------------- ------------
Net cash (used in) investing activities - (23,873)
------------- ------------
Cash flows from financing activities:
Proceeds from advances and notes payable - related parties 340,200 600,000
Repayment of advances notes payable - related parties (1,312,700) (56,200)
Repayment of convertible debentures (30,000) -
Proceeds from option exercises - related parties 1,059,173 75,735
Proceeds from stock issuances 2,126,775 -
------------- ------------
Net cash provided by financing activities 2,183,448 619,535
------------- ------------

Net increase in cash 122,917 41,228

Beginning - cash balance 90,791 49,563
------------- ------------

Ending - cash balance $ 213,708 $ 90,791
============= ============
Supplemental cash flow information:
Cash paid for income taxes $ - $ -
Cash paid for interest $ 113,597 $ 115,871

Non cash investing and financing activities:
Common shares issued for receivable $ 5,442,900 $ 742,500
Conversion of notes payable to common stock $ 400,000 $ -
Retirement of treasury shares $ - $ 10,000

See accompanying notes to the financial statements.

F-4

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Med Gen, Inc. the (Company) was incorporated October 22, 1996
under the laws of the State of Nevada and began operations in the
State of Florida on November 12, 1996. The Company currently
markets an all natural product, SNORENZ, which is designed to aid
in the prevention of snoring. The Company also plans to offer
additional products dealing with alternative nutritionals as well
as other health related items.

Reclassifications

Certain items presented in the previous year's financial
statements have been reclassified to conform to current year
presentation.

Revenue Recognition

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

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.

Inventory

Inventory is stated at the lower of cost, determined on the first-
in, first-out method, or net realizable market value. Inventory
at September 30, 2004 consisted of finished goods and packaging
materials.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for
major improvements and additions are added to the property and
equipment accounts while replacements, maintenance and repairs,
which do not extend the life of the assets, are expensed.

Accounts Receivable

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

F-5

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

Depreciation and Amortization

Depreciation and amortization are computed by using the straight-
line method over the estimated useful lives of the assets. The
estimated useful lives are summarized as follows:

Furniture and fixtures 7 years
Office and computer equipment 5 years
Computer software 3 years
Leasehold improvements 5 years

Financial Instruments

Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to
management as of September 30, 2004. The respective carrying
value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments
include cash, accounts receivable, accounts payable and accrued
expenses and notes payable. Fair values were assumed to
approximate carrying values for these financial instruments
because they are short term in nature and their carrying amounts
approximate fair values.

Long Lived Assets

The carrying value of long-lived assets is reviewed on a regular
basis for the existence of facts and circumstances that suggest
impairment. To date, no material impairment has been indicated.
Should there be an impairment, in the future, the Company will
measure the amount of the impairment based on the amount that the
carrying value of the impaired assets exceed the undiscounted
cash flows expected to result from the use and eventual disposal
of the from the impaired assets.

Net Income (Loss) Per Common 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 in which the
Company incurs losses common stock equivalents, if any, are not
considered, as their effect would be anti dilutive.

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.

Advertising Costs

Advertising costs are charged to expense as incurred. Advertising
costs charged to expense included in selling, general and
administrative expenses, amounted to $958,259 and $251,503 for
the years ended September 30, 2004, and 2003. Advertising costs
include agreed upon amounts withheld from payments on accounts
receivable by certain customers for advertising done by the
specific customer.

F-6

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

Segment Information

The Company follows SFAS 131, Disclosures about "Segments of an
Enterprise and Related Information." Certain information is
disclosed, per SFAS 131, based on the way management organizes
financial information for making operating decisions and
assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure
requirements as it expands its operations.

Income Taxes

The Company follows SFAS 109 "Accounting for Income Taxes" for
recording the provision for income taxes. Deferred tax assets and
liabilities are computed based upon the difference between the
financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on
the changes in the asset or liability each period. If available
evidence suggests that it is more likely than not that some
portion or all of the deferred tax assets will not be realized, a
valuation allowance is required to reduce the deferred tax assets
to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision
for deferred income taxes in the period of change.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees
for services based on the fair value of the equity instruments
issued and accounts for equity instruments issued to other than
employees based on the fair value of the consideration received
or the fair value of the equity instruments, whichever is more
reliably measurable.

The Company accounts for stock based compensation in accordance
with SFAS 123, "Accounting for Stock-Based Compensation." The
provisions of SFAS 123 allow companies to either expense the
estimated fair value of stock options or to continue to follow
the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" (APB 25) but disclose
the pro forma effects on net income (loss) had the fair value of
the options been expensed. The Company has elected to continue to
apply APB 25 in accounting for its stock option incentive plans.

Recent Pronouncements

In May 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities
and Equity." SFAS 150 changes the accounting guidance for certain
financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity by now requiring those
instruments to be classified as liabilities (or assets in some
circumstances) on the balance sheet. Further, SFAS 150 requires
disclosure regarding the terms of those instruments and
settlement alternatives. SFAS 150 is generally effective for all
financial instruments entered into or modified after May 31,
2003, and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. The adoption of
SFAS 150 did not have material impact on the Company's financial
position, results of operations or cash flows.

In November 2004, the Financial Accounting Standards Board (FASB)
issued SFAS 151 "Inventory Costs". This Statement amends the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing, to clarify
the accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage). In
addition, this Statement requires that allocation of fixed
production overhead to the costs of conversion be based on the
normal capacity of the production facilities. The provisions of

F-7

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

this Statement will be effective for the Company beginning with
its fiscal year ending 2006. The Company is currently evaluating
the impact this new Standard will have on its operations, but
believes that it will not have a material impact on the Company's
financial position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 153 "Exchanges of Non
monetary Assets - an amendment of APB Opinion No. 29". This
Statement amended APB Opinion 29 to eliminate the exception for
non monetary exchanges of similar productive assets and replaces
it with a general exception for exchanges of non monetary assets
that do not have commercial substance. A non monetary exchange
has commercial substance if the future cash flows of the entity
are expected to change significantly as a result of the exchange.
The adoption of this Standard is not expected to have any
material impact on the Company's financial position, results of
operations or cash flows.

In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-
Based Payment". This Statement requires that the cost resulting
from all share-based transactions be recorded in the financial
statements. The Statement establishes fair value as the
measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair-value-
based measurement in accounting for share-based payment
transactions with employees. The Statement also establishes fair
value as the measurement objective for transactions in which an
entity acquires goods or services from non-employees in share-
based payment transactions. The Statement replaces SFAS 123
"Accounting for Stock-Based Compensation" and supersedes APB
Opinion No. 25 "Accounting for Stock Issued to Employees". The
provisions of this Statement will be effective for the Company
beginning with its fiscal year ending 2007. The Company is
currently evaluating the impact this new Standard will have on
its financial position, results of operations or cash flows.

NOTE 2. 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 as discussed in
Note 8. For the years ended September 30, 2004 and 2003, the
Company incurred net losses of $9,171,324 and $592,843.

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.

F-8

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2004, consisted of the
following:

Furniture and office equipment $ 65,415
Computer equipment and software 80,339
Leasehold improvements 7,657
---------
153,411

Accumulated depreciation and amortization (95,986)
---------
$ 57,425
=========

Depreciation and amortization expense for the years ended
September 30, 2004, and 2003 was $30,709 and $28,244.

NOTE 4. NOTES AND ADVANCES PAYABLE - RELATED PARTIES

Notes payable-related parties consist of unsecured loans payable
aggregating $175,000 bearing interest at 8%. These notes are on
demand.

Through September 2002 the Company had borrowed an aggregate of
$500,000 from an affiliated entity. During 2003 and 2004 the
Company borrowed an additional $375,000 and $225,000 from this
affiliated entity. The note bears interest at 8% per annum,
requires monthly interest payments and is due on December 24,
2004. The Company paid interest aggregating $102,005 and $63,565
during 2004 and 2003 related to this note. Substantially all of
the Company's assets secured this loan. Through September 30,
2004 the Company repaid $925,000 of the note.

Through September 2002 the Company had borrowed an aggregate of
$50,000 from an officer. During 2003 and 2004 the Company
borrowed an additional $155,000 and $100,000 from this officer.
The loans were due on demand and accrued interest at 10% per
annum. During the year ended September 30, 2004, the loans were
repaid. The Company paid interest aggregating $11,592 and $9,078
during 2004 and 2003 related to these advances.

During 2003 an officer advanced $70,000 to the Company. During
2004 this officer and another officer advanced an additional
$15,200. These advances were repaid $2,500 during 2003 and
$82,700 during 2004.

During 2003 the Company repaid $50,000 and $3,700 of advances
previously received from officers.

NOTE 5. CONVERTIBLE DEBENTURES

Convertible debentures, as of September 30, 2003, aggregated
$30,000 maturing on July 31, 2004 and providing for 8% annual
interest. Each $1,000 face value debenture is convertible into
2,000 shares of common stock. Additionally, each $1,000 face
value debenture includes 1,000 warrants, which were convertible
into 1,000 shares of common stock at $6.25 per share. The
warrants were non-detachable and expired on July 31, 2004. During
the year ended September 30, 2004, the Company repaid this
$30,000 debenture.

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 were convertible into common
shares of the Company as follows:

F-9

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

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 $2.00 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 $2.00 per common share and the remaining 50% of the
value of the debentures converts into the number of common shares
determined by dividing the balance of the value of the debentures
by the common stock price at the 25th monthly anniversary.

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

During the year ended September 30, 2004, these debentures were
converted into an aggregate of 302,013 shares of common stock.
The conversions were made based on the fair market value of the
Company's common stock on the conversion date.

NOTE 6. INCOME TAXES

The Company accounts for income taxes under SFAS 109, 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 provision for income taxes differs from the amount computed
by applying the statutory federal income tax rate to income
before provision for income taxes. The sources and tax effects of
the differences are as follows:

Income tax provision at
the federal statutory rate 34 %
Effect of operating losses (34)%
------
-
======

As of September 30, 2004, the Company has a net operating loss
carryforward of approximately $7,000,000. This loss will be
available to offset future taxable income. If not used, this
carryforward will expire through 2024. The deferred tax asset of
approximately $2,400,000 relating to the operating loss
carryforward has been fully reserved at September 30, 2004.The
increase in the valuation allowance related to the deferred tax
asset was $900,000 during 2004. The principal difference between
the accumulated deficit for income tax purposes and for financial
reporting purposes results from non-cash stock compensation being
charged to operations for financial reporting purposes.

F-10

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

NOTE 7. STOCKHOLDERS' EQUITY

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.

During February 2003 the Company affected a one for eighty
reverse stock split and during November 2003 the Company affected
a four to one forward stock split. All share and per share
amounts have been restated to give effect to these splits.

Common stock

During March 2003 the Company repriced 200,000 options held by an
officer from $2.70 to $1.24, which was the fair market value of
the common shares underlying the options on the repricing date.
The underlying shares have been registered pursuant to a Form S-8
Registration Statement. This officer exercised this option and
received 200,000 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 10,000,000 options held by
an officer from prices ranging from $2.70 to $6.00 to $1.24,
which was the fair market value of the common shares underlying
the options on the repricing date. The underlying shares have
been registered pursuant to a Form S-8 Registration Statement.
This officer exercised 400,000 of these options and received
400,000 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.

As of September 30, 2003 $75,735 had been paid related to the
above option exercises.

From February through July 2004 the Company issued 11,764,294
shares of common stock for cash aggregating $2,126,775 pursuant
to Regulation S offerings.

During the year ended September 30, 2004 the Company issued
320,000 shares of common stock for services valued at $302,600
which represents the fair market value of the shares issued.

During the year ended September 30, 2004 officers of the Company
exercised 11,325,000 options and received 11,325,000 shares of
common stock. The aggregate value for the shares of $5,442,900 is
due from these officers at such time as they sell the shares and
has been recorded as a receivable for common stock.

The Company received an aggregate of $1,059,173 as payment for
shares issued to officers pursuant to option exercises during
2004 and 2003, and reduced the amount receivable related to
4,552,261 shares held by officers received pursuant to option
exercises to $.012 per share which represented the fair market
value of the shares on the date of the reduction. The Company
recorded $5,081,325 in compensation expense related to this
reduction. The aggregate receivable for shares issued to officers
was $54,627 at September 30, 2004.

F-11

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

From November 2003 through May 2004 the Company issued 302,013
shares of common stock for the conversion of $400,000 of debt.
The debt was converted at the fair market value of the shares
issued on the conversion date (see Note 5).

At September 30, 2004 the Company recorded an aggregate of
$1,120,000 related to shares issuable pursuant to the settlement
of a lawsuit (see Note 8).

Stock-based Compensation

During the year ended September 30, 2003, the Company issued
options to purchase shares of common stock to certain employees
and officers. Compensation costs charged to operations aggregated
$0 for the year ended September 30, 2003. During the year ended
September 30, 2004 the Company issued options to purchase shares
of common stock to certain non-employees and recorded $112,500 in
compensation expense related to these issuances.

SFAS 123 requires the Company to provide proforma information
regarding net income and earnings per share as if compensation
cost for the Company's stock option plans had been determined in
accordance with the fair value based method prescribed in SFAS
123. The fair value of the option grants is estimated on the date
of grant utilizing the Black-Scholes option pricing model with
the following weighted average assumptions for grants during the
year ended September 30, 2003: expected life of options of 5
years, expected volatility of 367%, risk-free interest rate of 3%
and no dividend yield. The weighted average fair value at the
date of grant for options granted during the year ended September
30, 2003 approximated $1.28 per option. These results may not be
representative of those to be expected in future years.

Under the provisions of SFAS 123, the Company's net income (loss)
and earnings (loss) per share would have been reduced (increased)
to the proforma amounts indicated below:

2004 2003
----------- ---------

Net (loss)
As reported $(9,171,324) $(592,843)
Proforma $(9,171,324) $(641,123)
Basic and diluted (loss) per share
As reported $(.77) $(.65)
Proforma $(.77) $(.70)

F-12

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

A summary of stock option activity is as follows:

Weighted Weighted
Number average average
of exercise fair
shares price value
----------- --------- ----------

Balance at
September 30, 2002 11,927,600
Granted 152,000 $1.24 $1.24
Exercised/Forfeited (600,000) $1.24 $1.24
----------
Balance at
September 30, 2003 11,479,600
Granted 779,512 $1.33 $1.33
Exercised/Forfeited (11,325,000) $0.48 $0.48
Balance at -----------

September 30, 2004 934,112 $1.33 $1.33
===========

The following table summarizes information about fixed-price
stock options at September 30, 2004:

Outstanding Exercisable
----------- -----------
Weighted Weighted Weighted-
Average Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
- -------- ----------- ----------- --------- --------- --------

$1.01 31,852 2.0 years $1.01 31,852 $1.01
$1.25 100.000 5.0 years $1.25 100,000 $1.25
$1.31 52,000 5.0 years $1.31 52,000 $1.31
$1.34 747,660 1.0 years $1.34 747,660 $1.34
$5.00 2,600 5.0 years $5.00 2,600 $5.00
------- -------
934,112 934,112
======= =======

NOTE 8. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases its office facilities under operating leases
for gross monthly rent, including common area maintenance, of
approximately $6,200. The office lease provides for no annual
cost of living adjustments in the base rent and the warehouse
leases provide for fixed annual increases in the base rent.

Future minimum lease payments under all non-cancelable operating
leases for years ending subsequent to September 30, 2004 are as

follows:

2005 $ 74,400
2006 74,400
2007 74,400
2008 74,400
2009 18,600
--------
$316,200
========

F-13

Med Gen, Inc.
Notes to Financial Statements September 30, 2004

Rent expense for the years ended September 30, 2004 and 2003 was
$159,086 and $228,901.

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.

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

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

NOTE 9. CONCENTRATIONS

During years ended September 30, 2004 and 2003, the Company
derived substantially all of its revenue from the sale of one
product, SNORENZ. Credit is granted to their customers in the
normal course of business.

The Company derived 41%, 13% and 12% of its total sales from
three major customers during the year ended September 30, 2004
and 57% of its total sales from one major customers during the
year ended September 30, 2003. At September 30, 2004 outstanding
accounts receivable from these three customers accounted for
approximately 67% of net accounts receivable.

The Company has an exclusive contract with a single manufacturing
company to produce SNORENZ.

NOTE 10. RELATED PARTY TRANSACTIONS

During the years ended September 30, 2004 and 2003 the Company
paid consulting fees to the affiliated entity discussed in Note 4
aggregating $480,373 and $81,831.

NOTE 11. SUBSEQUENT EVENTS

During October 2004 the Company issued 2,000,000 shares of common
stock to an officer pursuant to the exercise of options granted
in October 2004 at $.10 per share.

During October 2004 the Company repaid an additional $25,000
pursuant to a note to a related party.

F-14

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by Nevada law, our Articles of Incorporation and By-
laws provide that our directors shall not be personally liable
for monetary damages for a breach of fiduciary duty as such,
except for liability resulting from: bad faith; intentional
misconduct; knowing violation of the law; or personal gain of a
profit or advantage to which he was not entitled. This provision
is intended to afford our directors additional protection from,
and limit their potential liability from, suits alleging a breach
of their duty of care. We believe this provision will assist us
in the future in securing the services of directors who are not
employees of our Company. As a result of the inclusion of such a
provision, shareholders may be unable to recover monetary damages
against directors for actions taken by them which constitute
negligence or gross negligence or which are in violation of their
fiduciary duties although it may be possible to obtain injunctive
or other equitable relief with respect to such actions. If
equitable remedies are found not to be available to shareholders
for any particular case, shareholders may not have any effective
remedy against the challenged conduct. Insofar as indemnification
for liabilities for damages arising under the Securities Act of
1933, (the "Securities Act") may be permitted to our directors,
officers, and controlling persons pursuant to the foregoing
provision, or otherwise, we have been advised that in the opinion
of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We estimate that expenses in connection with the distribution
described in this registration statement (other than brokerage
commissions, discounts or other expenses relating to the sale of
the shares by the selling stockholders) will be as set forth
below. We will pay all of the expenses with respect to the
distribution, and such amounts, with the exception of the SEC
registration fee, are estimates.

SEC registration fee $ 69.32
Accounting fees and expenses 5,000.00
Legal fees and expense 15,000.00
Printing expenses -0-
Federal Taxes -0-
State Blue-Sky Registration -0-
Transfer Agent Fees 100.00
Miscellaneous -0-
------------
Total $ 20,169.32

RECENT SALES OF UNREGISTERED SECURITIES

Date Name No. of Shares * Consideration
- ---- ---- --------------- -------------

1/24/02 Paul Ferandell 8,775 Computer services rendered
1/24/02 Mark Herring 2,500 Electrical services rendered
1/24/02 Peter Kertes 3,540 Consulting service rendered
1/24/02 Patrick Comer 625 Painting services rendered
4/02/02 Richard Caldwell 5,000 Distribution fees
5/10/02 Fletch Investments, Inc. 5,000 Finder's fee
5/31/02 Charles Cherry 2,000 Services rendered
7/16/02 Stewart Merkin 3,750 Legal fees
2/18/04 Mirador Consulting, Inc. 75,000 Consulting services renderedfees
4/15/04 Mirador Consulting Inc 75,000 Consulting services rendered
5/19/04 First American Ventures, Inc. 20,000 Consulting services rendered
5/21/04 The Crescent Fund LLC 150,000 Consulting services rendered
2/01/04 - Various investors in
7/31/04 Regulation S private placement 11,764,294 $2,126,775
1/12/05 Bran, Ltd. 2,000,000 Extension of line of credit
1/12/05 Stewart A. Merkin, Esq. 203,750 Legal services

* Number of shares reflects 1:80 reverse split effedted in
February, 2003 and a 4:1 stock dividend paid in November, 2003.

All of the foregoing shares were issued pursuant to exemptions
available under Sections 3 and 4(2) of the Securities Act, as non-
public transactions, effected without the use of an underwriter
or the payment of any commission or fee.

EXHIBITS

Exhibit No: Description

3.1 Articles Incorporation of Registrant filed with the State of
Nevada on October 22, 1996 (1)

3.2 Bylaws of Registrant dated November 11, 1997 (1)

4.1 Consulting Agreement dated January 10, 2001 between
Registrant and Alan Berkun. (2)

4.2 Consulting Agreement dated January 10, 2001
between Registrant and Stewart A. Merkin, Esq., P.A. (2)

4.3 Nonqualified Stock Option Plan dated January 10, 2001. (2)

4.4 Consulting Agreement dated March 15, 2002 between
Registrant and Hyperion Partners Corp. (3)

4.5 Consulting Agreement dated September 27, 2001 between
Registrant and Paul Ferandell (3)

4.6 Nonqualified Stock Option Plan dated September 10, 2001. (3)

4.7 Option granted by Company to Paul Kravitz dated January 4,
2001 (4)

4.8 Option granted by Company to Paul Mitchell dated January 4,
2001 (4)

4.9 Option granted by Company to Paul Kravitz dated September
10, 2001 (4)

4.10 Option granted by Company to Paul Mitchell dated September
10, 2001 (4)

4.11 Option granted by Company to Paul Kravitz dated June 18,
2002 (4)

4.12 Option granted by Company to Paul Mitchell dated June 18,
2002 (4)

4.13 Memorandum of Letter Agreement between Company and Stewart
A. Merkin, Esq. Dated July 1, 2002 (4)

4.14 Nonqualified Stock Option Plan dated September 13, 2004. (5)

5.1 Tradability Opinion of Gregory Bartko, Esq. dated September
2, 1998 (1)

5.2 Opinion of Stewart A. Merkin, Esq.

10.1 Production Agreement between Registrant and International
Chemical Corp. dated March 26, 1998 (1)

10.2 Sales, Marketing and Distribution Agreement between
Registrant and Allergy Research Laboratories LLC dated
August 13, 1999 (1)

10.3 Sales, Marketing and Distribution Agreement between
Registrant and Reshet, Inc. of Wave Guard dated August
25, 1999 (1)

14.1 Code of Ethics

21.1 Subsidiaries of Registrant

23.1 Consent of Stark Winter Schenkein & Co., LLP

23.2 Consent of Stewart A. Merkin, Esq., Counsel for the
Registrant, included in Exhibit 5.2

99.1 Settlement Agreement between Registrant and Global
Healthcare Laboratories, Inc. and Dan L. Williams & Co.,
Inc. dated December 3, 2004.

(1) Previously filed as an exhibit to our Registration
Statement on Form 10SB filed on January 26, 2000

(2) Previously filed as an exhibit to Form S-8 filed on
January 19, 2001.

(3) Previously filed as an exhibit to Form S-8 filed on
April 22, 2002.

(4) Previously filed as an exhibit to Form S-8 filed on July
10, 2002.

(5) Previously filed as an exhibit to Form S-8 filed on October
5, 2004.

UNDERTAKINGS

A. Rule 415 Offering

We hereby undertake:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement. Provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the registration statement is
on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by our Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

B. Request for Acceleration of Effective Date. We hereby request
the acceleration of the Effective Date hereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of our Company pursuant to the foregoing
provisions, or otherwise, our Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by our Company of expenses incurred or paid by a director,
officer or controlling person of our Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, our Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements of filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, in Boca Raton, Florida, on January
18, 2005.

Med Gen, Inc.

By: /S/Paul S. Mitchell By: /S/Paul B. Kravitz
--------------------------- --------------------------
Paul S. Mitchell Paul B. Kravitz
President Chief Executive Officer
Chief Operating Officer Secretary
Treasurer

POWER OF ATTORNEY

The officers and directors of Med Gen, Inc., whose signatures
appear below, hereby constitute and appoint Stewart A. Merkin,
Esq., their true and lawful attorney and agent, to sign, execute
and cause to be filed on behalf of the undersigned any amendment
or amendments, including post-effective amendments, to this
registration statement of Med Gen, Inc. on Form SB-2. Each of the
undersigned does hereby ratify and confirm all that said attorney
and agent should do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated
have signed this registration statement.

Signature Title Date

/s/ Paul S. Mitchell, President, Chief
Operating Officer, Treasurer January 18, 2005

/s/ Paul B. Kravitz, Chief Executive Officer,
Secretary January 18, 2005

/s/ Jack Chien, Chief Financial Officer January 18, 2005