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
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
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
-----------------------------------------------------------------------------------------
<S>                    <C>              <C>                   <C>               <C>
Common stock           750,000,000      $0.0001 (1)           $75,000.00        $2.95
-----------------------------------------------------------------------------------------
</TABLE>

(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.


<PAGE>


                        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.

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


<PAGE>


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.


<PAGE>


(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.






<PAGE>



                           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







<PAGE>

                          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










<PAGE>
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{"company-data": {"conformed-name": "MED GEN INC", "cik": "0001045707", "assigned-sic": "2834", "irs-number": "650703559", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-149355", "film-number": "08637140"}, "business-address": {"street1": "7284 W PALMETTO ROAD", "street2": "SUITE 106", "city": "BOCA RATON", "state": "FL", "zip": "33433", "phone": "5617501100"}, "mail-address": {"street1": "7284 W PALMETTO ROAD", "street2": "SUITE 106", "city": "BOCA RATON", "state": "FL", "zip": "33433"}}
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.

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