S-8

                                                   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.
                7284 W. Palmetto Park Road, Suite 207
                      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         300,000,000        $0.0051 (1)          $1,530,000        $140.76
- ------------------------------------------------------------------------------------------

(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, 2007.




                             EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register
300,000,000 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 Form 8-K filed on January 31, 2007.

(b) The Registrant's Form 10K-SB for the year ended September 30, 2006.

(c) Quarterly Report on Form 10-QSB for the quarter ended December 31, 2006.

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 23, 2007.


                                      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     President, Secretary,      February 23, 2007
- ----------------------   Treasurer and Director
Paul S. Mitchell



/s/ Paul Kravitz         Chief Executive Officer    February 23, 2007
- ----------------------   and Director
Paul Kravitz










                                    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

EX-4.1

                                                           EXHIBIT 4.1

                           MED GEN, INC.
                   NONQUALIFIED STOCK OPTION PLAN


The purpose of the Med Gen, Inc. Non-Qualified Stock Option Plan (the
"Plan") is to provide (i) designated employees of Med Gen, Inc.
(the"Company") and its subsidiaries (ii) certain Key Advisors (as
defined in Section 4(a)) who perform services for the Company or its
subsidiaries and (iii) non-employee members of the Board of Directors
of the Company (the "Board") with the opportunity to receive grants of
nonqualified stock options. The Company believes that the Plan will
encourage the participants to contribute materially to the growth of
the Company, thereby benefiting the Company's shareholders, and will
align the economic interests of the participants with those of the
shareholders.

1. Administration

(a)  Committee. The Plan shall be administered and interpreted by the
Board of Directors or a committee appointed by the Board (the Board of
Directors in such capacity or any committee appointed by the Board of
Directors is referred to hereafter as the "Committee"). The Committee
as appointed by the Board shall consist of two or more persons
appointed by the Board, all of whom may or may not be "outside
directors" as defined under section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code") and related Treasury regulations
and may be "non-employee directors" as defined under Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)  Committee Authority. The Committee shall have the sole authority
to (i) determine the individuals to whom grants shall be made under
the Plan, (ii) determine the type, size and terms of the grants to be
made to each such individual, (iii) determine the time when the grants
will be made and the duration of any applicable exercise or
restriction period, including the criteria for exercisability and the
acceleration of exercisability, (iv) amend the terms of an Outstanding
Grant at any time and (v) deal with any other matters arising under
the Plan.

(c)  Committee Determinations. The Committee shall have full power and
authority to administer and interpret the Plan, to make factual
determinations and to adopt or amend such rules, regulations,
agreements and instruments for implementing the Plan and for the
conduct of its business as it deems necessary or advisable, in its
sole discretion. The Committee's interpretations of the Plan and all
determinations made by the Committee pursuant to the powers vested in
it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder. All powers of
the Committee shall be executed in its sole discretion, in the best
interest of the Company, not as a fiduciary, and in keeping with the
objectives of the Plan and need not be uniform as to similarly
situated individuals.

2. Grants

Awards under the Plan will consist of grants of nonqualified stock
options as described in Section 5 ("Nonqualified Stock Options,"
"Options" or "Grants.") All Grants shall be subject to the terms and
conditions set forth herein and to such other terms and conditions
consistent with this Plan as the Committee deems appropriate and as
are specified in writing by the Committee to the individual in a grant
instrument (the "Grant Instrument") or an amendment to the Grant
Instrument. In the event there is an inconsistency between the terms
of the Grant Instrument and the terms of the Plan, the terms of the
Plan shall govern. The Committee shall approve the form and provisions
of each Grant Instrument. Grants under a particular Section of the
Plan need not be uniform as among the grantees.

3. Shares Subject to the Plan

(a)  Shares Authorized. The aggregate number of shares of common stock
of the Company ("Company Stock") that may be issued or transferred
under the Plan is 300,000,000 shares. The maximum aggregate number of
shares of Company Stock that shall be subject to Grants made under the
Plan to any individual during any calendar year shall be as determined
by the Committee ("Award Limit"). The shares may be authorized but
unissued shares of Company Stock or reacquired shares of Company
Stock, including shares purchased by the Company on the open market





for purposes of the Plan. If and to the extent Options granted under
the Plan terminate, expire, or are canceled, forfeited, exchanged or
surrendered without having been exercised, the shares subject to such
Grants shall again be available for purposes of the Plan. However, to
the extent Section 162(m) of the Code requires, such shares continue
to be counted against the Award Limit.

Adjustments. There shall be no adjustment in the number of shares
issued under the Plan in the event that there is any change in the
number or kind of shares of Company Stock outstanding (i) by reason
of a stock dividend, spinoff, recapitalization, stock split or
combination or exchange of shares, (ii) by reason of a merger,
reorganization or consolidation in which the Company is the surviving
corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event
affecting the outstanding Company Stock as a class without the
Company's receipt of consideration.

4. Eligibility for Participation

(a)  Eligible Persons.  All employees of the Company and its
subsidiaries ("Employees"), including Employees who are officers or
members of the Board, and members of the Board who are not Employees
("Non-Employee Directors") shall be eligible to participate in the
Plan. Key advisors and consultants who perform services to the Company
or any of its subsidiaries ("Key Advisors") shall be eligible to
participate in the Plan if the Key Advisors render bona fide services
and such services are not in connection with the offer or sale of
securities in a capital-raising transaction.

(b)  Selection of Grantees. The Committee shall select the
Employees, Non-Employee Directors and Key Advisors to receive Grants
and shall determine the number of shares of Company Stock subject to a
particular Grant in such manner as the Committee determines.
Employees, Key Advisors and Non-Employee Directors who receive Grants
under this Plan shall hereinafter be referred to as "Grantees."

5.  Granting of Options

(a)  Number of Shares. The Committee shall determine the number of
shares of Company Stock that will be subject to each Grant of Options
to Employees, Non-Employee Directors and Key Advisors.

(b)  Type of Option. All Options granted under this Plan will be Non-
Qualified Stock Options.

(c)  Option Term. The Committee shall determine the term of each
Option. The term of any Option shall not exceed ten years from the
date of grant.

(d)  Vesting and Exercisability of Options. Options shall vest and
become exercisable in accordance with such terms and conditions,
consistent with the Plan, as may be determined by the Committee and
specified in the Grant Instrument or an amendment to the Grant
Instrument. The Committee may accelerate the vesting and/or
exercisability of any or all outstanding Options at any time for any
reason. Options may, at the discretion of the Committee, be exercised
prior to vesting, provided that the optionee grants the Company a
right to repurchase any unvested shares at the exercise price upon
termination of the optionee's service to the Company.

(e)  Termination of Employment, Disability or Death.

(i)  Except as provided below, an Option may only be exercised while
the Grantee is employed by or otherwise providing service to the
Company as a Key Advisor or member of the Board. In the event that a
Grantee ceases to be employed by the Company for any reason other than
a "disability", or "termination for cause", any Option which is
otherwise exercisable by the Grantee shall terminate unless exercised
within one hundred eighty days after the date on which the Grantee
ceases to be employed by the Company (or within such other period of
time as may be specified in a Grant Instrument), but in any event no
later than the date of expiration of the Option term. Any of the
Grantee's Options that are not otherwise exercisable as of the date on
which the Grantee ceases to be employed by the Company shall terminate
as of such date (unless specified to the contrary in a Grant
Instrument).






(ii) In the event the Grantee ceases to be employed by the Company on
account of a "termination for cause" by the Company, the unvested
portion of any Option held by the Grantee shall terminate on the date
on which the Grantee ceases to be employed by the Company. Any of the
Grantee's Options which are not otherwise exercisable as of the date
on which the Grantee ceases to be employed by the Company shall
terminate as of such date.

(iii) In the event the Grantee ceases to be employed by the Company
because the Grantee is "disabled", any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within one
year after the date on which the Grantee ceases to be employed by the
Company (or within such other period of time as may be specified in a
Grant Instrument), but in any event no later than the date of
expiration of the Option term. Any of the Grantee's Options which are
not otherwise exercisable as of the date on which the Grantee ceases
to be employed by the Company shall terminate as of such date (unless
specified to the contrary in a Grant Instrument).

(iv)  If the Grantee dies while employed by the Company or within 90
days after the date on which the Grantee ceases to be employed on
account of a termination of employment specified in Section 5(e)(i)
above (or within such other period of time as may be specified in a
Grant Instrument), any Option that is otherwise exercisable by the
Grantee shall terminate unless exercised within one year after the
date on which the Grantee ceases to be employed by the Company (or
within such other period of time as may be specified in a Grant
Instrument), but in any event no later than the date of expiration of
the Option term. Any of the Grantee's Options that are not otherwise
exercisable as of the date on which the Grantee ceases to be employed
by the Company shall terminate as of such date (unless specified to
the contrary in a Grant Instrument).

(v) For purposes of Sections 5(e) and 6:

(A) "Company," when used in the phrase "employed by the Company,"
shall mean the Company and its parent and subsidiary corporations.

(B) "Employed by the Company" shall mean employment or service as a
Key Advisor or member of the Board (so that, for purposes of
exercising Options and satisfying conditions with respect to
Restricted Stock, a Grantee shall not be considered to have terminated
employment or service until the Grantee ceases to be a Key Advisor and
member of the Board), unless the Committee determines otherwise.

(C) "Disability" shall mean a Grantee's becoming disabled within the
meaning of section 22(e)(3) of the Code or otherwise as defined in an
employment consultant or other agreement between the Company and the
Grantee.

(D) "Termination for cause" shall mean, except to the extent specified
otherwise by the Committee or otherwise as defined in a consultant or
other agreement between the Company and the Grantee, a finding by the
Committee that the Grantee has breached his or her employment,
service, noncompetition, nonsolicitation or other similar contract
with the Company, or has been engaged in disloyalty to the Company,
including, without limitation, fraud, embezzlement, theft, commission
of a felony or dishonesty in the course of his or her employment or
service, or has disclosed trade secrets or confidential information of
the Company to persons not entitled to receive such information. A
Grant Instrument may provide that in the event a Grantee's employment
is terminated for cause, in addition to the immediate termination of
all Grants, the Grantee shall automatically forfeit all shares
underlying any exercised portion of an Option, upon refund by the
Company of the Exercise Price paid by the Grantee for such shares, and
any option gain realized by the Grantee from exercising all or a
portion of an Option within the two-year period prior to the event
shall be paid by the Grantee to the Company.

(E) Exercise of Options. A Grantee may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of
exercise to the Company with payment of the Exercise Price. The
Grantee shall pay the Exercise Price for an Option as specified by the
Committee (x) in cash, (y) with the approval of the Committee, by
delivering shares of Company Stock owned by the Grantee for the period
necessary to avoid a charge to the Company's earnings for financial
reporting purposes (including Company Stock acquired in connection
with the exercise of an Option, subject to such restrictions as the
Committee deems appropriate) and having a Fair Market Value on the
date of exercise equal to the Exercise Price or (z) by such other
method as the Committee may approve, including payment through a
broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board. Shares of Company Stock used to exercise an
Option shall have been held by the Grantee for the requisite period of





time to avoid adverse accounting consequences to the Company with
respect to the Option. The Grantee shall pay the Exercise Price and
the amount of any withholding tax due (pursuant to Section 7) at the
time of exercise.

7. Withholding of Taxes

(a)  Required Withholding. All Grants under the Plan shall be subject
to applicable federal (including FICA), state and local tax
withholding requirements. The Company shall have the right to deduct
from all Grants paid in cash, or from other wages paid to the Grantee,
any federal, state or local taxes required by law to be withheld with
respect to such Grants. In the case of Options and other Grants paid
in Company Stock, the Company may require the Grantee or other person
receiving such shares to pay to the Company the amount of any such
taxes that the Company is required to withhold with respect to such
Grants, or the Company may deduct from other wages paid by the Company
the amount of any withholding taxes due with respect to such Grants.

(b)  Election to Withhold Shares. If the Committee so permits, a
Grantee may elect to satisfy the Company's income tax withholding
obligation with respect to an Option or Restricted Stock paid in
Company Stock by having shares withheld up to an amount that does not
exceed the Grantee's maximum marginal tax rate for federal (including
FICA), state and local tax liabilities. The election must be in a form
and manner prescribed by the Committee and shall be subject to the
prior approval of the Committee.

8.   Transferability of Grants

(a)  Nontransferability of Grants. Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantee's
lifetime. A Grantee may not transfer those rights except by will or by
the laws of descent and distribution, and then only if and to the
extent permitted in any specific case by the Committee, pursuant to a
domestic relations order (as defined under the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations there under). When a Grantee dies, the personal
representative or other person entitled to succeed to the rights of
the Grantee ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proof satisfactory to the Company of
his or her right to receive the Grant under the Grantee's will or
under the applicable laws of descent and distribution.

(b)  Transfer of Nonqualified Stock Options. Notwithstanding the
foregoing, the Committee may provide, in a Grant Instrument, that a
Grantee may transfer Nonqualified Stock Options to family members or
other persons or entities according to such terms as the Committee may
determine; provided that (1) the Grantee receives no consideration for
the transfer of an Option, (2) such transfers complies with all
applicable laws (including, but not limited to federal securities laws
requirements, specifically any requirements for options registered on
Form S-8 registration statements, state securities laws, Florida
corporate law, etc and (3) the transferred Option shall continue to be
subject to the same terms and conditions as were applicable to the
Option immediately before the transfer.

9.   Reorganization of the Company.

(a)  Reorganization. As used herein, a "Change of Control" shall be
deemed to have occurred upon the consummation of any of the following
transactions: (i) any merger or consolidation of the Company or other
transaction (other than sales of equity by the Company for the purpose
of raising cash for its own account) where the shareholders of the
Company immediately prior to such transaction will not beneficially
own immediately after such transaction shares entitling such
shareholders to more than 50% of all votes to which all shareholders
of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock
to elect directors by a separate class vote); or (ii) the sale or
other disposition of all or substantially all of the assets of the
Company.

(b)  Assumption of Grants. Upon a Change of Control where the Company
is not the surviving corporation (or survives only as a subsidiary of
another corporation), the Company shall provide that either (i) all
outstanding Options that are not exercised shall be assumed by, or
replaced with comparable options or rights by, the surviving
corporation, (ii) the Company or the surviving company shall pay to
each Grantee an amount equal to the product of (x) the number of
Options then vested and exercisable, multiplied by (ii) the Fair
Market Value per share less the Exercise Price per Option, or (iii)
the Committee may, in its sole discretion, accelerate the vesting of
some or all of the Grants.






(c)  Notice and Acceleration. Upon a Change of Control, the Company
shall provide each Grantee who has outstanding Grants with written
notice of such Change of Control. The Committee may, in its sole
discretion, provide in a Grant Instrument that upon a Change of
Control (i) all outstanding Options shall automatically accelerate and
become fully exercisable, and (ii) the restrictions and conditions on
all outstanding Restricted Stock shall immediately lapse. If the
Committee does not provide such terms in the Grant Instrument, a
Change of Control will not impact a Grant.

10.  Limitations on Issuance or Transfer of Shares.

No Company Stock shall be issued or transferred in connection with any
Grant hereunder unless and until all legal requirements applicable to
the issuance or transfer of such Company Stock have been complied with
to the satisfaction of the Committee. The Committee shall have the
right to condition any Grant made to any Grantee hereunder on such
Grantee's undertaking in writing to comply with such restrictions on
his or her subsequent disposition of such shares of Company Stock as
the Committee shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and
certificates representing such shares may be legended to reflect any
such restrictions. Certificates representing shares of Company Stock
issued or transferred under the Plan will be subject to such stop-
transfer orders and other restrictions as may be required by
applicable laws, regulations and interpretations, including any
requirement that a legend be placed thereon.

11.  Amendment and Termination of the Plan

(a)  Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that the Board shall not amend the Plan without
shareholder approval if such approval is required by Section l62(m) of
the Code.

(b)  Termination of Plan. The Plan shall terminate on February 21,
2017, the day immediately preceding the tenth anniversary of its
effective date, unless the Plan is terminated earlier by the Board or
is extended by the Board with the approval of the shareholders.

(c)  Termination and Amendment of Outstanding Grants. The terms of an
Outstanding Grant may be amended at any time. The term within which
the option may be exercised may be increased or decreased and the
exercise price may be increased or decreased. The termination of the
Plan shall not impair the power and authority of the Committee with
respect to an outstanding Grant. Whether or not the Plan has
terminated, an outstanding Grant may be terminated or amended in
accordance with the Plan or, may be amended by agreement of the
Company and the Grantee consistent with the Plan.

(d)  Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples,
oral or written, may amend the Plan in any manner. The Plan shall be
binding upon and enforceable against the Company and its successors
and assigns.

12. Funding of the Plan

This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Grants under this
Plan. In no event shall interest be paid or accrued on any Grant,
including unpaid installments of Grants.






13. Rights of Participants

Nothing in this Plan shall entitle any Key Advisor or other person to
any claim or right to be granted a Grant under this Plan. Neither this
Plan nor any action taken hereunder shall be construed as giving any
individual any rights to be retained by or in the employ of the
Company or any other employment rights.

14. No Fractional Shares.

No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant. The Committee shall determine
whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or
any rights thereto shall be forfeited or otherwise eliminated.

15.  Headings.

Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the
Section shall control.

16.  Effective Date of the Plan

(a)  Effective Date. The Plan shall be effective as of February 22, 2007.

(b) Public Offering. The provisions of the Plan that refer to a Public
Offering, or that refer to, or are applicable to persons subject to,
Section 16 of the Exchange Act or section 162(m) of the Code, shall be
effective for so long as such stock is so registered.
17. Miscellaneous

(a) Grants in Connection with Corporate Transactions and Otherwise.
Nothing contained in this Plan shall be construed to (i) limit the
right of the Committee to make Grants under this Plan in connection
with the acquisition, by purchase, lease, merger, consolidation or
otherwise, of the business or assets of any corporation, firm or
association, or for other proper corporate purposes, or (ii) limit the
right of the Company to grant stock options or make other awards
outside of this Plan. The terms and conditions of the substitute
grants may vary from the terms and conditions required by the Plan and
from those of the substituted stock incentives. The Committee shall
prescribe the provisions of the substitute grants.

(b)  Loans. The Committee may, in its discretion, extend a loan in
connection with the exercise or receipt of a grant under this Plan.
The terms and conditions of any such loan shall be set by the
Committee.

(c)  Compliance with Law. The Plan, the exercise of Options and the
obligations of the Company to issue or transfer shares of Company
Stock under Grants shall be subject to all applicable laws and to
approvals by any governmental or regulatory agency as may be required.
With respect to persons subject to section 16 of the Exchange Act, it
is the intent of the Company that the Plan and all transactions under
the Plan comply with all applicable provisions of Rule 16b-3 or its
successors under the Exchange Act. The Committee may revoke any Grant
if it is contrary to law or modify a Grant to bring it into compliance
with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to
Grantees. The Committee may, in its sole discretion, agree to limit
its authority under this Section.

(d) Governing Law. The validity, construction, interpretation and
effect of the Plan and Grant Instruments issued under the Plan shall
exclusively be governed by and determined in accordance with the law
of the State of Florida, without regard to conflicts of laws
principles.






Dated as of February 22, 2007.

Med Gen, Inc.

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

EX-5

                                                           EXHIBIT 5

                           LAW OFFICE
                               OF
                        STEWART A. MERKIN
                         ATTORNEY AT LAW
                     RIVERGATE PLAZA, SUITE 300
                       444 BRICKELL AVENUE
                       MIAMI, FLORIDA 33131
                   e-mail: merkin@merkinlaw.net

 Tel.: (305) 357-5556                                  Fax: (305) 358-2490

February 22, 2007

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

Dear Sir:

I have acted as special counsel to Med Gen, Inc., a Nevada corporation
(the "Corporation"), in connection with the offering of 300,000,000
shares of its Common Stock to consultants and employees of the
Corporation. The offering of the shares is to be made pursuant to a
Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission (the "Registration Statement".)

Please be advised that I am of the opinion that the Corporation's
Common Stock has been duly authorized by the Corporation and, when
issued in accordance with the terms and conditions set forth in the
Registration Statement, will be validly issued by the Corporation and
fully paid and non-assessable.

I consent to the use of our name in the Registration Statement and the
filing of this letter as an exhibit to the Registration Statement.


Very truly yours,

/s/Stewart A. Merkin, Esq.
- ------------------------------
Stewart A. Merkin, Esq., P.A.

EX-24.1

                                                           Exhibit 24.1

           CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 dated February 22, 2007, of our
report dated December 29, 2006, relating to the financial statements
of Med Gen, Inc. as of September 30, 2006, and the years ended
September 30, 2005 and 2006.


/s/ Stark, Winter, Schenkin & Co. LLP
- ---------------------------------------
Stark Winter Schenkein & Co., LLP
Certified Public Accountants
February 26, 2007
Denver, Colorado