Registration No._________

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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

Nevada 65-0703559
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

7284 W. Palmetto Park Road, Suite 207
Boca Raton, Florida 33433
--------------------------------------
(Address of principal executive offices)

NONQUALIFIED STOCK OPTION PLAN
------------------------------
(Full title of the Plan)

Paul S. Mitchell, President
Med Gen, Inc.
7280 W. Palmetto Park Road, Suite 306
Boca Raton, Florida 33433 (561) 750-1100
-------------------------------------------------------
(Name, address and telephone number of agent for service)

Approximate date of commencement of sales pursuant to the Plan:
Immediately after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Total
to be Registered (1) Offering Price per Aggregate Offering Registration
Registered Share (a) Price Fee
- -----------------------------------------------------------------------------------------

Common stock 750,000,000 $0.0001 (1) $75,000.00 $2.95
- -----------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the
registration fee pursuant to paragraphs (c) and (h) of Rule 457
under the Securities Act, as amended, based upon the average of
the closing bid and ask prices for common shares, as quoted by
the OTC Bulletin Board on February 21, 2008.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to
register 750,000,000 shares of common stock for issuance upon the
exercise of options granted or to be granted pursuant to the
Registrant's Non- Qualified Stock Option Plan.

Pursuant to Rule 428(b)(1), promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), the information
required by Part I of Form S-8 will be sent or given to
employees, as specified in such Rule, in the form of a prospectus
that meets the requirements of Section 10(a) of the Securities
Act. In accordance with the instructional Note to Part I of Form
S-8, the information specified by Part I of Form S-8 has been
omitted from this Registration Statement on Form S-8 for offers
of Common Stock pursuant to the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference in the
registration statement:

(a) The Registrant's Forms 8-K filed on October 2, 2007, October
23, 2007, November 9, 2007, December 26, 2007, January 8, 2008
and February 4, 2008.

(b) The Registrant's Form 10K-SB for the year ended September 30,
2007.

All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to
the registration statement which indicates that all of the shares
of common stock offered have been sold or which deregisters all
of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be
a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable. The class of securities to be offered under this
registration statement is registered under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Reference is hereby made to the provisions of the Nevada Revised
Statutes which provides for indemnification of directors and
officers under certain circumstances.

At present the Company has not entered into individual
indemnification agreements with its officers and/or directors.
However, the Company's by-laws provide a comprehensive
indemnification provision which provides that the Company shall
indemnify, to the fullest extent under Nevada law, its directors
and officers against certain liabilities incurred with respect to
their service in such capacities. In addition, the by-laws
provide that the personal liability of directors and officers of
the Company and its stockholders for monetary damages will be
limited.

Indemnification under the Company's Articles Bylaws is
nonexclusive of any other right such persons may have under
statute, agreement, bylaw or action of the Board of Directors or
shareholders of the corporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

No. Description
- ---------------

4.1 Nonqualified Stock Option Plan.

5 Opinion of Stewart A. Merkin, Esq., P.A.

24.1 Consent of Stark, Winter, Schenkein & Co. LLP

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(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;

(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.

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

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 or Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons or the registrant pursuant to the
provisions described in Item 6, or otherwise, the registrant 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 the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant 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

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement or amendment thereto
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boca Raton, Florida on February 22, 2008.

MED GEN, INC.

By: /s/Paul S. Mitchell
------------------------------
Paul S. Mitchell,
President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by
the following persons in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ Paul S. Mitchell
- ----------------------
Paul S. Mitchell President, Secretary,
Treasurer and Director February 22, 2008

/s/ Paul Kravitz
- ----------------------
Paul Kravitz Chief Executive Officer February 22, 2008
and Director

EXHIBIT INDEX

No. Description
- ---------------

4.1 Nonqualified Stock Option Plan.

5 Opinion of Stewart A. Merkin, Esq., P.A.

24.1 Consent of Stark, Winter, Schenkein & Co. LLP