MedGen Inc (MDIN)

[BSWB]

SCHEDULE 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12

MED GEN, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.



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(1) Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED _________, 2007

Med Gen, Inc.
7280 West Palmetto Park Road, Suite 306
Boca Raton, FL 33433

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ___________, 2007


Dear Stockholders:

You are cordially invited to attend a special meeting of
stockholders on ________, 2007 at ____ a.m. local time at our corporate headquarters, located at 7280 West Palmetto Park Road, Suite 306, Boca Raton, FL 33433

The purpose of this special meeting is to consider and vote on the following matters:

A proposal to amend our Restated Certificate of Incorporation to increase the authorized capital stock of Med Gen, Inc. from 2,500,000,000 shares to 12,500,000,000 shares, consisting of 12,495,000,000 shares of common stock and 5,000,000 of preferred stock, which Certificate of Amendment
was approved by the Board of Directors on November 12th,2007; and such other business as may properly come before the special meeting, or any adjournment thereof.

The Board of Directors has fixed the close of business on December 4th,2007 as the record time for determining which stockholders are entitled to notice of, and to vote at, this special meeting, or any adjournment thereof.

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT TO US USING THE SELF ADDRESSED STAMPED ENVELOPE PROVIDED.

By Order of the Board of Directors,


Paul Mitchell
President, COO and Member of the
Board of Directors
Boca Raton, Florida
___________, 2007



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TABLE OF CONTENTS

Page
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QUESTIONS AND ANSWERS ABOUT THE MEETING........................... 1

SECURITY OWNERSHIP................................................ 4

PROPOSAL 1: APPROVING THE AMENDMENT TO OUR RESTATED
CERTIFICATE OF INCORPORATION.................................... 4

Introduction.................................................... 4
Description of the Common Stock, Warrants, Convertible
Securities and Convertible Notes.............................. 7
Principal Reasons for Increasing the Number of Authorized
Shares of Common Stock.......................................... 8
Vote Required................................................... 9
Recommendation of the Board..................................... 9
OTHER MATTERS..................................................... 9

ANNUAL AND QUARTERLY REPORT....................................... 10

EXHIBIT A - Certificate of Amendment to the Med Gen, Inc. Restated Certificate of Incorporation

EXHIBIT B - Med Gen, Inc.'s Annual Report on Form 10-KSB/A for the Fiscal Year Ended September 30, 2006.*

EXHIBIT C - Med Gen, Inc.'s Quarterly Report on Form 10-QSB for the Period Ended June 30th, 2007 {3rd Quarter}.**

* Incorporated by reference to the Registrant's Form 10-KSB/A filed with the Commission on February 8, 2007.

** Incorporated by reference to the Registrant's Form 10-QSB filed with the Commission on August 8, 2007.



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MED GEN, INC.
7280 West Palmetto Park Road, Suite 306
Boca Raton, FL 33433

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION
DATED __________, 2007

This proxy statement is being furnished to you in connection with the solicitation by the Board of Directors of proxies for use at our special meeting of stockholders scheduled for ________________, 2007 at our corporate headquarters, located at 7280 West Palmetto Park Road,
Suite 306, Boca Raton, FL 33433 at 10:00 a.m. local time, and any adjournment thereof. This proxy statement, and the accompanying proxy card, are first being mailed to stockholders on or about ___________, 2007.


QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

WHAT IS THE PURPOSE OF THE SPECIAL MEETING?

The purpose of the special meeting is to consider and vote upon the following matters:

A proposal to amend our Restated Certificate of Incorporation to increase the authorized capital stock of Med Gen, Inc. from 2,500,000,000 shares to 12,500,000,000 shares, consisting of 12,495,000,000 shares of common stock and 5,000,000 of preferred stock, which Certificate of Amendment
was approved by the Board of Directors on November 12th,2007;and such other business as may properly come before the special meeting, or any adjournment thereof.


WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY CARD?

You are receiving this proxy statement and the enclosed proxy card because the Board of Directors is soliciting your proxy to vote your shares of common stock at the special meeting. To assist you in your decision-making process, this proxy statement contains pertinent information about us, the
special meeting and the proposal to be considered.

WHEN AND WHERE WILL THE MEETING BE HELD?

The special meeting of stockholders will be held at our corporate headquarters, located at 7280 West Palmetto Park Road, Suite 306,Boca Raton, FL 33433 on __________, 2007 at 10:00 a.m. local time.

WHO IS ENTITLED TO NOTICE OF AND TO VOTE AT THE SPECIAL MEETING?

All stockholders of record at the close of business on November 12th, 2007 are entitled to notice of, and to vote at, the special meeting. Each share of our common stock entitles its holder to one vote on each matter properly
submitted to stockholders. On the record date, there were (i) 1,709,820,341 outstanding shares of our common stock, held by a total of approximately 2500 stockholders and no shares of preferred stock outstanding.

HOW DO I VOTE?

By properly completing, signing and returning the enclosed proxy card, your shares will be voted as directed. If no directions are specified on your properly signed and returned proxy card, your shares will be voted for the proposal set forth below, and with regard to any additional matters that



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come before the special meeting, in the discretion of the persons named as proxies. If you are a registered stockholder, that is, if you hold your shares of stock in certificate form, and you attend the meeting, you may
either mail in your completed proxy card or deliver it to us in person. If you hold your shares of stock in "street name," that is, if you hold your shares of stock through a broker or other nominee, and you wish to vote in person at the special meeting, you will need to obtain a proxy card from the institution holding your stock.

CAN I VOTE BY TELEPHONE OR ELECTRONICALLY?

No. At the present time we have not established procedures for telephonic or electronic voting. We may establish such procedures in the future, should we determine that their added convenience justifies their additional cost. At this time, you may only vote by returning a properly executed proxy card, or voting in person at the special meeting.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

It means that you have multiple accounts at the transfer agent and/or with stockbrokers. Please sign and return all proxy cards to ensure that all of your shares are voted.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

Yes. Even after submitting your proxy card, you can revoke it and/or change your vote prior to the special meeting. To revoke or change your vote prior to the special meeting, simply (i) file a written notice of revocation with
our secretary, (ii) send us a duly executed proxy card bearing a later date than the prior one submitted or (iii) attend the special meeting and vote in person. Please note, however, that while the giving of a proxy does not affect your right to vote in person at the special meeting, attendance alone will not revoke a previously granted proxy.

WHAT IS A "QUORUM"?

A quorum is the number of people required to be present before a meeting can conduct business. Pursuant to our Bylaws, the presence at the special meeting of at least a majority of the outstanding shares of our capital stock
854,910,176 shares) as of the record date, whether in person or by proxy, is necessary for there to be a "quorum." If you submit a properly executed proxy card, even if you abstain from voting, you will be considered part of the quorum. Shares represented by broker "non-votes" will also be considered part of the quorum.

WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSAL?

Approval of the proposal to amend our Restated Certificate of Incorporation to increase the authorized capital stock of the Company from 2,500,000,000 to 12,500,000,000, consisting of 12,495,000,000 shares of common stock and 5,000,000 shares of preferred stock, as approved by the Board of Directors
on November 12th, 2007, requires the affirmative vote of a majority of the issued and outstanding shares of our common stock.

Properly executed proxy cards marked "ABSTAIN" and broker "non-votes" will not be voted. Accordingly, abstentions and broker "non-votes" are tantamount to negative votes.



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WHAT IS THE BOARD OF DIRECTORS' RECOMMENDATION?

The Board of Directors recommends that you vote for the amendment to the Certificate of Amendment to the Restated Certificate of Incorporation increasing the authorized capital stock from 2,500,000,000 shares to 12,500,000,000 shares, consisting of 12,495,000,000 shares of common stock
and 5,000,000 shares of preferred stock, which Certificate of Amendment was approved by the Board of Directors on November 14th, 2007.

Unless otherwise instructed, the shares of stock represented by your signed and returned proxy card will be voted in accordance with the recommendations of the Board of Directors. With respect to other matters that may properly
come before the special meeting, the proxy holder(s) will vote in accordance with the Board of Directors' recommendations or, if no recommendation is given, at their discretion.

WHO IS PAYING THE COST FOR THIS PROXY SOLICITATION AND HOW IS THE SOLICITATION PROCESS BEING CONDUCTED?

We will pay the costs associated with this proxy solicitation. We do not anticipate that such costs will exceed those normally associated with similar
proxy solicitations. We will also, upon request, reimburse brokers, banks and similar organizations for reasonable out-of-pocket expenses incurred in forwarding these proxy materials to clients.

In addition to soliciting of proxies through the mail, our directors and employees may solicit proxies in person, by telephone or other electronic means. None of our directors or employees will receive additional compensation for any such efforts.

DO I HAVE DISSENTER'S RIGHTS?

No. The action proposed to be taken at the special meeting does not entitle dissenting stockholders to any appraisal rights under the Nevada Revised Statutes.

WHEN ARE STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF
STOCKHOLDERS DUE?

For stockholder proposals to be considered for inclusion in the proxy statement for our next annual meeting, they must be submitted to us in writing, within a reasonable time before we begin printing and mailing our annual meeting proxy materials. We have not yet set the date for our next annual meeting. Please note, however, that all proposals submitted
must comply with applicable laws and regulations and follow the procedures set forth in Rule 14a-8 of the Securities Exchange Act of 1934, as amended,to be considered for inclusion in our proxy materials.



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HOW DO I OBTAIN MORE INFORMATION ABOUT US?

We file annual, quarterly and special reports and other information with the Securities and Exchange Commission (the "SEC"). You may read and copy any of these documents at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at (800)-SEC-0330 for further information. Copies of this material may also be obtained from the SEC's web site at HTTP://WWW.SEC.GOV,
by contacting our chief financial officer at [phone] or by writing to us at 7280 West Palmetto Park Road, Suite 306, Boca Raton, FL 33433.

SECURITY OWNERSHIP

The following table sets forth information concerning ownership of our common stock and preferred stock, as of the record date, by (i) each person known to be the beneficial owner of more than five percent of our outstanding common stock and preferred stock, (ii) each director and executive officer required to be named hereunder and (iii) all of our
directors and executive officers as a group. Unless otherwise indicated, we believe that each stockholder has sole voting power and dispositive power with respect to the shares of capital stock beneficially owned by him.

<TABLE>
<CAPTION>

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Common Stock Percentage
Beneficially Owned Owned
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<S> <C> <C>
Paul B. Kravitz
4320 NW 101 Drive
Coral Springs, FL 33065 10,178,997 0.05953%

Paul S. Mitchell
7284 W. Palmetto Pk Rd
Boca Raton, FL 33433 -0- (1) 0%
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</TABLE>

A person is deemed to be the beneficial owner of voting securities that can be acquired by such person within 60 days after the record date upon the exercise of options and warrants and the conversion of convertible securities. Each beneficial owner's percentage ownership is calculated under
the assumption that all options, warrants or convertible securities held by such person (but not those held by any other person) that are currently exercisable or convertible (i.e., that are exercisable or convertible within 60 days after the record date) have been exercised or converted.



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APPROVING THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION

Introduction

On November 12th, 2007, the Board of Directors of the Company approved an amendment to our Restated Certificate of Incorporation increasing the authorized capital stock of the Company to 12,500,000,000 from 2,500,000,000.

The stockholders are being asked to approve this proposed amendment. The shares of the Company's common stock, including the additional shares proposed for authorization, do not have preemptive or similar rights. If approved by the stockholders, Article 4 of the Company's Restated Certificate of Incorporation would be amended to provide as follows:

The amount of the total authorized capital stock of
this corporation is 12,500,000,000 shares, consisting of
12,495,000,000 shares of common stock and 5,000,000 shares
of preferred stock with a par value of $.001 per share.
Such shares are nonassessable.

Description of the Common Stock, Warrants, Convertible Debentures and Convertible Notes.

Except as to certain matters discussed below or as proscribed by applicable law, the holders of shares of the capital stock of the Company vote together as a single class. The holders of our capital stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of
directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Description of the Common Stock

Prior to filing the proposed Certificate of Amendment which will increase our authorized capital stock to 12,500,000,000 shares if approved by the shareholders, we were authorized to issue up to 2,500,000,000 shares of capital stock, consisting of up to 2,495,000,000 shares of common stock and up to 5,000,000 shares of preferred stock. There are presently 1,709,820,341 shares of common stock outstanding.



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The holders of common stock: (i) have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors after all accrued but unpaid dividends have been paid to the holders of the
outstanding capital stock ranking senior to the common stock as to dividends; (ii) are entitled to share ratably in all of our assets available for distribution to the holders of common stock upon liquidation, dissolution or winding up of our affairs; and (iii) do not have preemptive, subscription or conversion rights, and there are no redemption or sinking fund provisions or rights.

Principal Reasons for Increasing the Number of Authorized Shares of Common Stock.

The Company does not have sufficient liquidity to finance its operations and has used its common stock to pay for goods, services and to repay certain debts. The Board of Directors of the Company believes that it is advisable and in the best interests of the Company to have additional authorized but unissued shares of common stock available in
an amount adequate to provide for the future needs of the Company. The additional shares will be available for issuance from time to time for a stock split or dividend, raising capital through the sale of common stock and attracting and retaining valuable employees by issuing additional stock
options. Furthermore the Company must file a registration statement to cover loans in the amount of $5,650,000 which has been already funded to the Company by its lender and future commitments to fund in the amount of $650,000.00 to $1,000,000 dollars.

The Company was required to reserve in excess of 11,000,000,000 shares for this additional Registration and only has approximately 785,000,000 unissued authorized shares left in the treasury. The Company must increase its
authorized shares to comply with the contractual obligations with its funding group.

The issuance of the additional shares of capital stock will have the effect of diluting earnings per share, if any, and book value per share, which could adversely affect the Company's existing stockholders.


Issuing additional shares of capital stock may also have the effect of delaying or preventing a change of control of the Company. The Company's authorized but unissued capital stock could be issued in one or more transactions that would make more difficult or costly, and less likely, a takeover of the Company. The ratification of the Certificate of Amendment



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to the Company's Restated Certificate of Incorporation is not being recommended in response to any specific effort of which the Company is aware to obtain control of the Company, and the Board of Directors has no current intention to use the additional shares of capital stock in order to impede a takeover attempt.

Vote Required

The affirmative vote of the holders of a majority of our outstanding capital stock is required to amend our Restated Certificate of Incorporation.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.
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OTHER MATTERS

The Board of Directors does not know of any matter, other than the proposals described above that may be presented for action at the special meeting. If any other matter or proposal should be presented and should properly come before the meeting for action, the persons named in the
accompanying proxy will vote upon such matter or proposal in accordance with their best judgment.

ANNUAL AND QUARTERLY REPORT

All stockholders of record as of the record date are being sent herewith a copy of the Company's (i) Annual Report on Form 10-KSB for the year ended September 30, 2006, which contains certified financial statements of the Company for the year then ended and (ii) Quarterly Report on Form 10-QSB for the third quarter ended June 30th, 2007. This Proxy incorporates by reference the Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of Operations contained in such reports.




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Appendix A
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED _________, 2007

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF

MED GEN, INC.

Proxy - Special Meeting of Stockholders

___________, 2007

The undersigned, a holder of common stock of Med Gen, Inc., a Nevada corporation (the "Company"), does hereby appoint [ ] and [ ], and each of them, the true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to
vote all of the shares of common stock or preferred stock of the Company that the undersigned would be entitled to vote if personally present at the Special Meeting of Stockholders of the Company to be held at 10:00 a.m., local time, ___________, 2007 at the corporate headquarters of the Company, located at 7280 West Palmetto Park Road, Suite 306, Boca Raton, FL 33433 or at any adjournment or adjournments thereof.

This proxy will be voted in accordance with any directions given herein. Unless otherwise specified, this proxy when executed and returned to the Company will be voted to approve the proposed amendment to the restated certificate of incorporation.

1. To approve the proposed amendment to the Restated Certificate of Incorporation to increase the authorized shares of capital stock of the Company from 2,500,000,000 to 12,500,000,000 consisting of 12,495,000,000 shares of common stock and 5,000,000 shares of preferred stock.


FOR [___] AGAINST [___] ABSTAIN [___]



NOTE: Your signature should appear the same as your name appears hereon. If signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which you are signing. When signing as
joint tenants, all parties in the joint tenancy must sign. When a proxy is given by a corporation, it should be signed by an authorized officer.

Signature:___________________________ Date: _____________, 2007

Signature:__________________________ Date: _____________, 2007




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Exhibit A

ROSS MILLER
Secretary of State
[LOGO] 204 North Carson Street, Ste. 1
Carson City, Nevada 89701-4299
[phone]
Website: secretaryofstate.biz
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Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
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Certificate of Amendment to Articles of Incorporation
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For Nevada Profit Corporations
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(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:
______________________________________________________________________
MED GEN INC.
______________________________________________________________________

2. The articles have been amended as follows (provide article
numbers, if available):
______________________________________________________________________
The Board of Directors of said corporation at a meeting duly convened, Held on the ___ day of _________, 2007, adopted a resolution to amend The original articles as follows:

Article Four shall read as follows:

Article Four: The amount of the total authorized capital stock of this Corporation is $12,500,000.00, with a total number of 12,500,000,000 shares, consisting of 12,495,000,000 shares of Common stock and 5,000,000 shares of Preferred Stock, all with a par value of $.0001 par share. Such shares are nonassessable.
______________________________________________________________________

3. The vote by which the stockholders holding shares in the
Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the* articles of Incorporation have voted in favor of the amendment is: _________________________________________

4. Effective date of filing (optional): _______________________________
(must not be later than 90 days after the certificate is filed)

5. Officer Signature (required): ______________________________________

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and
submit the proper fees may cause this filing to be rejected.


This form must be accompanied by appropriate fee.

Nevada Secretary of State AM 78.385 Amend 2007