December 31, December 31,
Assets 2010 2009
Current assets
Cash $ 499,652 $ 1,513
Inventory 22,184 -
Merchant services reserve 6,173
Accounts receivable, net 2,468 -
Total current assets 530,477 1,513
Website development, net of accumulated amortization 47,210 41,145
Furniture and equipment, net of accumulated depreciation 20,364 34,539
Deposits and other assets - 14,475
Intangibles 1,339 1,339
Total assets $ 599,390 $ 93,011

Liabilities and Stockholders' Equity (Deficit)
Accounts payable and accrued liabilities $ 310,325 $ 146,556
Cash overdraft 6,928 862
Deferred revenues 9,575 1,362
Notes payable - 411,253
Notes Payable - related parties - 132,924
Total Current Liabilities 326,828 692,957

Stockholders' Equity (Deficit)
Preferred stock, $.0001 par value: 10,000 authorized,
no shares issued and outstanding - -
Common stock, $.0001 par value: 5,000,000,000 authorized;
3,450,021,410 and 1,463,021,410 shares issued and outstanding on
December 31, 20010 and 2009, respectively 345,002 146,302
Additional paid in capital 16,090,116 12,923,998
Accumulated deficit (16,162,556 ) (13,670,246 )
Total stockholders' equity (deficit) 272,562 (599,946 )
Total liability and stockholders' equity (deficit) $ 599,390 $ 93,011

The ~~accompanyng~~accompanying notes are an integral part of these consolidated financial statements

F-2

Medefile International, Inc.

Consolidated Statements of Operations

For the Years Ended December 31, ~~2009~~2011 and 2010

2010 2009
Revenue $ 133,869 $ 14,264

Cost of goods sold 61,610 -
Gross profit 72,259 14,264

Operating expenses
Selling, general and administrative expenses 1,134,371 2,139,381
Maketing expense 170,488 -
Depreciation and amortization expense 29,911 19,975
Total operating expenses 1,334,770 2,159,356

Loss from operations (1,262,511 ) (2,145,092 )

Other Income (Expenses)
Interest expense - note payable (10,166 ) (12,871 )
Interest expense - related party note payable (1,219,633 ) (6,676 )
Total other income (expense) (1,229,799 ) (19,547 )

Loss before income tax (2,492,310 ) (2,164,639 )
Provision for income tax - -
Net Loss $ (2,492,310 ) $ (2,164,639 )

Net loss per share: basic and diluted $ (0.00 ) $ (0.00 )

Weighted average share outstanding 2,346,081,850 1,463,021,410
basic and diluted


��	2011			2010
Revenue	$	495,451		$	133,869

Cost of goods sold		163,630			61,610
Gross profit		331,821			72,259

Operating expenses
Selling, general and administrative expenses		1,855,825			1,134,371
Marketing expense		524,301			170,488
Depreciation and amortization expense		31,069			29,911
Total operating expenses		2,411,195			1,334,770

Loss from operations		(2,079,374	)		(1,262,511	)

Other income (expenses)
Interest expense - note payable		-			(10,166	)
Interest expense - related party note payable		-			(1,219,633	)
Total other income (expense)		-			(1,229,799	)

Loss before income tax		(2,079,374	)		(2,492,310	)
Provision for income tax		-			-
Net loss	$	(2,079,374	)	$	(2,492,310	)

Net loss per share: basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average share outstanding		3,715,587,476			2,346,081,850
basic and diluted

The ~~accompanyng~~accompanying notes are an integral part of these consolidated financial statements

F-3

Medefile International, ~~Inc~~Inc.

~~Statement~~Consolidated Statements of Stockholders' Equity

For the Years Ended December 31, ~~2010~~2011 and ~~2009~~2010


		Shares						Accumulated							Shares						Common Stock		Accumulated
		Outstanding		Amount		APIC		Deficit			Total				Outstanding		Amount		APIC		Payable		Deficit			Total
December 31, 2008			218,493,971	$	21,849	$	11,324,821	$	(11,505,607	)	$	(158,937	)

S-8 Share issued
for consultants anc
employees			1,244,527,439		124,453		1,599,177					1,723,630

Net loss									(2,164,639	)		(2,164,639	)
December 31, 2009			1,463,021,410	$	146,302	$	12,923,998	$	(13,670,246	)	$	(599,946	)			1,463,021,410	$	146,302	$	12,923,998	$	-	$	(13,670,246	)	$	(599,946	)

Common stock issued	Common stock issued													Common stock issued
for consultants and	for consultants and													for consultants and
employees			47,000,000		4,700		245,300					250,000				47,000,000		4,700		245,300							250,000

Common stock issued	Common stock issued													Common stock issued
for note payable			450,000,000		45,000		2,070,000					2,115,000				450,000,000		45,000		2,070,000							2,115,000

Common stock sale			1,490,000,000		149,000		850,818					999,818				1,490,000,000		149,000		850,818							999,818

Net loss									(2,492,310	)		(2,492,310	)											(2,492,310	)		(2,492,310	)
December 31, 2010			3,450,021,410	$	345,002	$	16,090,116	$	(16,162,556	)	$	272,562				3,450,021,410	$	345,002	$	16,090,116	$	-	$	(16,162,556	)	$	272,562


Common stock issued														Common stock issued
for consultants																84,932,482		8,493		206,426							214,919

Common stock sale																423,304,960		42,331		1,195,669							1,238,000

Cancellation of
payroll liability																				116,000							116,000

Common stock payable														Common stock payable								24,000					24,000

Issuance of warrants														Issuance of warrants						377,938							377,938

Net Loss																								(2,079,374	)		(2,079,374	)
																3,958,258,852		395,826		17,986,149		24,000		(18,241,930	)		164,045

The ~~accompanyng~~accompanying notes are an integral part of these consolidated financial statements

F-4

Medefile International,~~, Inc~~

Inc.

Consolidated Statements of Cash Flows

For the ~~Years Ended~~years ended December 31, ~~2010~~2011 and ~~2009~~2010

2010 2009
Cash flows from operating activities
Net loss $ (2,492,310 ) $ (2,164,639 )
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization 29,911 19,975
Stock based services 250,000 1,723,630
Interest expense 10,166 12,871
Interest expense - related party 1,219,815 6,676

Changes in operating assets and liabilities
Accounts receivable (2,468 )
Inventory (22,184 )
Prepaid expenses - 17,810
Deposits and other assets 14,475 -
Accounts payable and accrued liabilities 163,769 67,487
Merchant services reserve (6,173 )
Cash overdraft 6,066 862
Deferred revenue 8,213 (4,580 )
Net Cash used in operating activities (820,720 ) (319,908 )
Cash flows from investing activities
Website development (21,801 ) (41,145 )
Net cash used in investing activities (21,801 ) (41,145 )
Cash flow from financing activities
Proceeds from common stock subscription 999,818
Proceeds from note payable related party 32,730
Proceeds from note payable 340,842 321,992
Net cash provided by financing activities 1,340,660 354,722
Net increase (decrease) in cash and cash equivalents 498,139 (6,331 )
Cash and cash equivalents at beginning of period 1,513 7,844
Cash and cash equvalents at end of period $ 499,652 $ 1,513

Supplemental disclosure of cash flow information
Cash paid during period for
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
Conversion of note payable and accrued interest $ 900,000 $ -


	2011			2010
Cash flows from operating activities
Net loss	$	(2,079,374	)	$	(2,492,310	)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation		10,086			14,174
Amortization		20,983			15,737
Stock based services		214,919			250,000
Warrant expense		377,938			-
Interest expense		-			10,166
Interest expense - related party		-			1,219,815

Changes in operating assets and liabilities
Accounts receivable		1,851			(2,468	)
Inventory		(31,741	)		(22,184	)
Prepaid insurance		(1,055	)		-
Deposits and other assets		-			14,475
Accounts payable and accrued liabilities		(14,081	)		163,769
Merchant services reserve		(56,357	)		(6,173	)
Cash overdraft		(6,928	)		6,066
Deferred revenue		280			8,213
Net Cash used in operating activities		(1,563,479	)		(820,720	)
Cash flows from investing activities
Website development		-			(21,801	)
Net cash used in investing activities		-			(21,801	)
Cash flow from financing activities
Proceeds from common stock subscription		24,000			999,818
Proceeds from common stock sales		1,238,000			-
Proceeds from note payable		-			340,842
Net cash provided by financing activities		1,262,000			1,340,660
Net increase (decrease) in cash and cash equivalents		(301,479	)		498,139
Cash and cash equivalents at beginning of period		499,652			1,513
Cash and cash equivalents at end of period	$	198,173		$	499,652

Supplemental disclosure of cash flow information
Cash paid during period for
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Cancellation of payroll liability to CEO	$	116,000		$	-

The accompanying notes are an integral part of these consolidated financial statements

F-5

Medefile International, Inc.

Notes to Consolidated Financial Statements

~~MEDEFILE INTERNATION, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~December 31, 2010~~

1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

Basis of Presentation

The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned ~~subsidiaries.~~subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Nature of Business Operations

On November 1, 2005, Bio-Solutions International, Inc. ("Bio-Solutions") entered into an Agreement and Plan of Merger (the "Agreement") with OmniMed Acquisition Corp., (the "Acquirer), a Nevada corporation and a wholly owned subsidiary of Bio-Solutions, OmniMedMedefile International, Inc., a Nevada corporation ("OmniMed"), and the shareholders of OmniMed (the "OmniMed Shareholders"). Pursuant to the Agreement, Bio-Solutions acquired all of the outstanding equity stock of OmniMed from the OmniMed Shareholders. As consideration for the acquisition of OmniMed, Bio-Solutions agreed to issue 9,894,900 shares of Bio-Solutions' common stock to the OmniMed Shareholders. These issuances were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended since, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about the company and their investment, the investors took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

As a result of the Agreement, the OmniMed Shareholders assumed control of Bio-Solutions. Effective November 21, 2005 Bio-Solutions changed its name to OmniMed International, Inc. Effective January 17, 2006 OmniMed changed its name to Medefile International, Inc. ("Medefile" or "the Company").

~~Medefile~~ has developed and globally markets a proprietary, patient-centric, Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, ~~storing~~maintaining, accessing and ~~distributing information for the healthcare field.~~sharing an individual’s actual medical records. Medefile's goal is to ~~bring~~revolutionize the medical industry by bringing patient-centric digital technology to the business of medicine. Medefile intends to accomplish its objective by providing individuals with a simple and secure way to access their lifetime of actual medical records in an efficient and cost-effective manner. Medefile's products and services are designed to provide ~~Healthcare~~healthcare providers with the ability to reference their patient's actual past medical records, thereby ensuring the most accurate treatment and services possible while simultaneously reducing redundant procedures. ~~Medefile's primary product is~~

Interoperable with most electronic medical record systems utilized by physician practices, clinics, hospitals and other care providers, the ~~MedeFile system, a~~ highly secure, ~~system for gathering and maintaining medical records. The~~feature-rich MedeFile ~~system is~~iPHR solution has been designed to gather all of its ~~members'~~members’ actual medical records on behalf of each member, and create a single, comprehensive ~~medical record that is accessible 24 hours~~Electronic Health Record (EHR). The member can access his/her records 24-hours a day, seven days a ~~week.~~week – or authorize a third party user – on any web-enabled device (PC, cell phone, PDA, e-reader, et al), as well as the portable MedeFile flash drive/keychain or branded UBS-bracelet.

By subscribing to the MedeFile system, not only do members empower themselves to take control of their own health and well-being, they empower their healthcare providers to make sound and lifesaving decisions with the most accurate, up-to-date medical information available. In addition, with MedeFile, members enjoy the peace of mind that comes from knowing that their medical records are protected from fire, natural disaster, document misplacement or the closing of a medical or dental practice.

MedeFile believes it enjoys a number of competitive advantages over other firms within the medical records marketplace, including:

·	MedeFile has developed products and services geared to the patient, while containing the depth and breadth of information required by treating physicians and medical personnel.
·	MedeFile does all the work of collecting and updating medical information on an ongoing basis; its dependence on the patient taking action is minimal – particularly when compared to patient action required to support competing solutions.

·	MedeFile provides a complete medical record. Other companies claim complete longitudinal records, but in reality only provide histories (usually completed by the member/patient), and are by no means complete or necessarily accurate records.
·	MedeFile provides a coherent mix of services and products that are intended to affect the quality of healthcare by enabling the patient to manage and access the information normally retained by doctors and other care providers.

Going Concern

The accompanying ~~consolidated~~ financial statements have been prepared ~~in conformity with accounting principles generally accepted in the United States of America, which contemplate~~contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of ~~$2,276,310 and $2,164,639~~$2,079,374 for the ~~years~~year ended December 31, ~~2010~~2011 and ~~2009, respectively~~$2,492,310 for the year ended December 31, 2010 and had an accumulated deficit of ~~$16,162,556~~$18,241,930 as of December 31, ~~2010.~~2011. The Company has net working capital of $126,201 as of December 31, 2011.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to obtain additional financing depends on the availability of its borrowing capacity, the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company's control.

F-6

We will need additional investments in order to continue operations to cash flow break even. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

Cash and Cash Equivalents

For purposes of these financial statements, cash and cash equivalents ~~include a~~includes highly liquid debt instruments with a maturity of less than three months.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating account is not above the FDIC limit.

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred advertising costs for the year ended December 31, 2011 and 2010 of approximately ~~$2,568. The Company incurred $51,1061 advertising costs for the year ended December 31, 2009.~~ $6,500 and $2,568 respectively.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, ~~derecognition,~~recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

~~F-7~~

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years.

Trademark Costs

Trademark costs incurred in the registration and acquisition of trademarks and trademark rights are capitalized. These costs will be amortized over the legal life of the related trademark once the trademark is awarded. The Company performs an annual review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets may not be recoverable.

F-7

The Company expenses all software costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred.

Website Development ~~Costs~~

The Company's policy is to capitalize website development costs at original cost and amortize the balance over the life of the product. The life of website is ~~determine~~determined at completion of the project. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts of the assets may not be recoverable.

The Company expenses all development costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred.

Revenue Recognition

The Company generates revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) ~~collectibility~~collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the ~~collectibility~~collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required

Deferred Revenue

The Company generally receives subscription fees for its services. From time to time, the Company will receive quarterly or annual subscriptions paid in advance and deferred revenue is recorded at that time. The deferred revenue is amortized into revenue on a pro- rata basis each month. Customers with quarterly or annual subscriptions may cancel their subscriptions and request a refund for future months' revenues at any time. Therefore, a liability is recorded to reflect the amounts ~~which~~that are potentially refundable. At December 31, 2011 and 2010, ~~the amount of $9,575 was in~~ deferred revenue ~~compared to $1,362 at December 31, 2009.~~

~~F-8~~

totaled $9,855 and $9,575, respectively.

Reclassifications

Certain reclassifications have been made in prior ~~year's~~periods financial statements to conform to classifications used in the current ~~year.~~period.

~~Fair Value of Financial Instruments~~Recent Accounting Pronouncements

In May 2011, FASB issued ASU 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The ~~Company's financial instruments, which include cash, prepaid expenses, securities, and accounts payable approximate~~amendments in this update result in common fair value ~~due~~measurement and disclosure requirements in U.S. GAAP and IFRSs. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the Board does not intend for the amendments in this update to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the Board’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. For public entities, the new guideline is effective for interim and annual periods beginning after December 15, 2011 and should be applied prospectively. The Company does not expect that the guidance effective in future periods will have a material impact on the financial statements.

In May 2011, the FASB issued ASC Update No. 2011-05, Comprehensive Income (Topic 820): Presentation of Comprehensive Income. Update No. 2011-05 requires that net income, items of other comprehensive income and total comprehensive income be presented in one continuous statement or two separate consecutive statements. The amendments in this Update also require that reclassifications from other comprehensive income to net income be presented on the face of the financial statements. We are required to adopt Update No. 2011-05 for our first quarter ending March 31, 2012, with the exception of the presentation of reclassifications on the face of the financial statements, which has been deferred by the FASB under ASC Update No. 2011-12, Comprehensive Income (Topic 820): Deferral of the Effective Date for Amendments to the ~~short-term nature~~Presentation of ~~these assets and liabilities.~~Reclassifications of Items Out of Accumulated Other Comprehensive Income. The adoption of Update No. 2011-05 is not expected have a material impact the financial statements.

~~Use~~In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-10 (“ASU 2011-10”), Property, Plant and Equipment (Topic 360): Derecognition of ~~Estimates~~in Substance Real Estate—a Scope Clarification (a consensus of the FASB Emerging Issues Task Force). ASU 2011-10 clarifies when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance for Real Estate Sale (Subtopic 360-20). The provisions of ASU 2011-10 are effective for public companies for fiscal years and interim periods within those years, beginning on or after June 15, 2012. When adopted, ASU 2011-10 is not expected to have a material impact on the financial statements.

F-8

Net Loss per Share

Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Warrants to purchase 145,175,000 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ending December 31, 2011. Warrants to purchase 8,175,000 common shares and options to purchase 5,640,000 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ended December 31, 2010.

Management Estimates

The ~~preparation~~presentation of financial statements in conformity with ~~accounting principles~~ generally accepted ~~in the United States of America~~accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of ~~revenue~~revenues and ~~expense~~expenses during the ~~reporting~~reported period. Actual results could differ from those estimates.

~~Net Loss Per Share~~

Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Outstanding options to purchase 5,640,000 common shares, warrants to the purchase of 8,175,000 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ended December 31, 2010. The warrants to the purchase of 8,175,000 common shares and outstanding options to purchase 5,640,000 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ended December 31, 2010.

Stock Based Compensation

The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related ~~agreement~~agreement.

~~New Accounting Pronouncements~~2. ACCOUNTS RECEIVABLE

~~In January 2010,~~Due to the ~~FASB issued ASU No. 2010-06 regarding fair value measurements~~collection history of the Company, an allowance for doubtful accounts is not maintained. Recognition of a specific uncollectible account is written directly against the invoice in accounts receivable and ~~disclosures and improvement~~expensed in the ~~disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description~~current period.

3. WEBSITE DEVELOPMENT

Website development consists of the ~~reasons~~following:

	December 31, 2011			December 31, 2010
Website development	$	62,946		$	62,946
Accumulated amortization		(36,719	)		(15,736	)
Net website development	$	26,227		$	47,210

Amortization is calculated over a three-year period beginning in the second quarter of 2010. Amortization expense for the ~~transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances,~~years ending December 31, 2011 and ~~settlements in the reconciliation for fair value measurements. This ASU~~2010 is ~~effective for fiscal years beginning after December 15, 2010,~~$20,983 and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU, however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.$15,735, respectively.

In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The ASU amends FASB Accounting Standards Codification Topic 310, Receivables, to improve the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate, by portfolio segment or class of financing receivables, certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. This ASU is effective for interim and annual reporting periods ending on or after December 15, 2010. The adoption of this standard may require additional disclosures, but we do not expect the adoption to have a material effect on our consolidated financial statements.

~~F-9~~

On December 21, 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-29, which impacts any public entity that enters into business combinations that are material on an individual or aggregate basis. The guidance specifies that if a public entity presents comparative financial statements, the entity should disclose revenues and earnings of the combined entity as though the business combination(s) that occurred during the year had occurred at the beginning of the prior annual period when preparing the pro forma financial information for both the current and prior reporting periods. The guidance also requires that pro forma disclosures be accompanied by a narrative description regarding the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in reported pro forma revenues and earnings. This guidance is effective for business combinations consummated in periods beginning after December 15, 2010. We do not believe the adoption of this guidance will have a material impact on our Consolidated Financial Statements.

2.4. FURNITURE AND EQUIPMENT

Furniture and equipment consists of the ~~following at December 31, 2010 and 2009:~~following:

December 31, 2010 December 31, 2009

Computer and Equipment $ 169,286 $ 169,286
Furniture and Fixtures 38,618 38,618
Subtotal 207,904 207,904
Less: Accumulated depreciation (187,540 ) (173,365 )
Total Furniture and Fixtures $ 20,364 $ 34,539

	December 31, 2011			December 31, 2010
Computers and equipment	$	169,286		$	169,286
Furniture and fixtures		38,618			38,618
Subtotal		207,904			207,904
Less: accumulated depreciation		(197,626	)		(187,540
Net furniture and equipment	$	10,278		$	20,364

Depreciation is calculated by using the straight-line method over the estimated useful life. Depreciation ~~and amortizations~~ expense totaled ~~$14,175~~$10,086 and ~~$19,975~~$14,174 for the year ended December 31, 2011 and 2010, ~~and 2009,~~ respectively.

~~3. WEBSITE DEVELOPMENT~~

~~The Website consists of the following:~~

December 31, 2010 December 31, 2009
Website Development $ 62,946 $ 41,145
Accumulated amortization (15,736 ) -
Net website development $ 47,210 $ 41,145

~~Amortization is calculated over a three year period beginning in the second quarter of 2010. Amortization expense for the year ending December 31, 2010 and 2009 is $15,736 and $0.~~

~~4. INVENTORY~~

As of December 31, 2010, the Company has inventory of $22,184 consisting of USB drives and welcome kits which are utilized by members when signing up for one of our membership products. The company mantians a high inventory to take advantage of price breaks due to volume discounts.

~~5. INTANGIBLE ASSETS~~

The Company has adopted SFAS No. 142, Goodwill and Other Intangible Assets, whereby the Company periodically tests its intangible assets for impairment. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets are tested for impairment, and write-downs will be included in results from operations. There was no impairment of acquired intangibles as of December 31, 2008.

Identifiable intangible assets consist of the carrying value of a trademark totaling $1,339 as of December 31, 2010 and 2009. The trademark acquired is considered to have an undeterminable life, and as such will not be amortized. Instead, the trademark is tested annually for impairment, with any impairment charged against earnings in the Company’s consolidated statement of earnings. Management determined the fair value of the trademark acquired exceeded its recorded book value at December 31, 2010.

~~F-10~~F-9

~~6. NOTES PAYABLE.~~5. EQUITY

~~The Company has issued two Demand Notes.~~

The Company issued an unsecured Demand Note to Digital Health Inc. The Note bears interest at a rate of seven percent per annul and is due on demand. On May 14, 2010, Lyle Hauser, the son of the Company's Chief Executive Officer, purchased and converted a note held by Digital Health, Inc. in the amount of $680,531.

December 31,
2010

December 31,
2009

Beginning Balance $ 329,341 $ -
Borrowings 341,024 321,992
Accrued Interest 10,166 7,349
Purchased and converted by Lyle Hauser (680,531 ) -
Balance at December 31, 2010 $ - $ 329,341
Common Stock

On September 26, 2008 the Company issued a Demand Note in the principle amount of $75,000 to an individual. This Note bears interest at a rate of seven percent per annum, with interest accruing until note maturity in September 2010. On April 26, 2010, Lyle Hauser, the son of the Company's Chief Executive Officer, purchased and converted the note payable in the amount of $83,749 including principle and accrued interest through April 26, 2010

December 31,
2010

December 31,
2009

Beginning Balance $ 81,912 $ -
Borrowings - 75,000
Accrued Interest 1,837 5,522
Purchased and converted by Lyle Hauser (83,749 ) -
Balance at December 31, 2010 $ - $ 81,912

~~7. NOTES PAYABLE – RELATED PARTY~~

On July 31, 2008 the Company issued an unsecured Demand Note in the principle amount of $89,771 to Cybervault LLC, a company wholly owned by Medefile CEO. The Note bears interest at a rate of seven percent per annum. On April 26, 2010, Lyle Hauser, the son of the Company's Chief Executive Officer, purchased from Cybervault its demand note payable in the amount of $104,007 including principle and accrued interest through April 26, 2010.

September 30,
2010

December 31,
2009

Beginning Balance $ 101,724 $ 91,518
Borrowings - 3,530
Accrued Interest 2,283 6,676
Purchased by Lyle Hauser (104,007 ) -
Balance at December 31, 2010 $ - $ 101,724

During the years ended December 31, 2009 and 2008 the Company received funds totaling $29,200 and $2,000 respectively from a relative of the Company’s CEO. The amount totaling $31,200 as of June 30, 2010, are due on demand and bears no interest. On May 3, 2010, Lyle Hauser, the son of the Company's Chief Executive Officer, purchased the note payable from another related party in the amount of $31,200.

~~F-11~~

On April 26, 2010, Lyle Hauser, the son of the Company’s Chief Executive Officer, purchased the demand notes, including principle and interest from Cybervault and a note payable from an unrelated party. On May 3, 2010, Lyle Hauser purchased the note payable from another related party. On May 14, 2010, Lyle Hauser purchased note held by Digital Health.

On May 24, 2010, Lyle Hauser, the son of the Company's then Chief Executive Officer, agreed to convert notes in the aggregate principal amount of $900,000 into an aggregate of 450,000,000 shares of the Company's common stock. ~~Based~~The shares were issued on current market value of stock an additional $1,214,841 was incurred as interest in the transaction. Total interest for the nine months ended Septermber 30, 2010 totaled $1,215,513 which includes accrued interest of $672 through the date of conversion on May 13,July 20, 2010. ~~The additional interest on the conversion of the note is a non cash charge.~~

~~Lyle Hauser Note~~	~~December 31,~~ ~~2010~~
~~Beginning Balance~~	$	-
~~Purchase Digital Note~~		~~680,531~~
~~Purchase Cybervault Note~~		~~104,007~~
~~Purchase Note – Unrelated Party~~		~~83,749~~
~~Purchase Note – Related Party~~		~~31,200~~
~~Interest Expense~~		~~1,215,513~~
~~Transferred to stock subscriptions~~		~~(2,115,000~~	)
~~Balance at December 31, 2010~~	$	-

~~8. EQUITY~~In June 2010, the Company accepted an agreement for an aggregate of 1,000,000,000 shares of its common stock for a per share purchase price of $0.001 per share (the “June Private Placement”). The Company received aggregate proceeds of $1,000,000 from its June Private Placement Agreement. The shares were issued July 20, 2010.

~~Common Stock~~

~~The Company has authorized 10,000 shares of Series A Preferred Stock with a par value of $0.0001 per share.~~

~~Milton Hauser is entitled to receive 10,000 shares of~~During the Company’s newly designated Series A preferred stock (the “Series A Preferred”). Each share of Series A Preferred is convertible at the option of the holder, into 50 shares of the Company’s common stock. In addition, the holders of the Series A Preferred shall be entitled that number of votes at any regular or special meeting of the shareholders offirst quarter 2011, the Company ~~.equal~~entered into a Securities Purchase Agreement pursuant to ~~that number of common shares~~ which ~~is not less than 51% of the vote required to approve any action.~~

~~The Company has authorized 5,000,000,000~~it sold 201,000,000 shares of common stock ~~with~~at a ~~par value~~purchase price of ~~$0.0001~~$0.003 per share. AsTotal proceeds from the sale of ~~December 31, 2010,~~ the ~~Company has 3,450,021,410 shares of common~~ stock ~~issued and outstanding.~~

On January 20, 2006, the Company paid an in-kind dividend of 14 shares of common stock for each share of common stock held by shareholders of record at the close of business on January 16, 2006. There were 11,915,594 shares of common stock outstanding immediately before the in-kind dividend. A total of 166,818,316 shares of common stock were issued pursuant to the in-kind dividend, and there were 178,733,910 shares of common stock outstanding immediately after the in-kind dividend.totaled $603,000.

On November 15, 2007, the Company and Vantage, the Company’s largest stockholder and primary source of funding, entered into a debt conversion agreement. Pursuant to the debt conversion agreement, Vantage agreed to convert the aggregate principal amount of $2,100,000 of its indebtedness into an aggregate of 14,000,000 restricted shares of common stock of the Company. As of December 31, 2007, the shares of common stock had not been issued

~~F-12~~

On November 16, 2007, pursuant to the terms of a securities purchase agreement the Company sold subscriptions for 11,000,000 restricted shares of the Company’s common stock and three year warrants to purchase an aggregate of 6,600,000 restricted shares of the Company’s common stock at an exercise price of $0.60 per share for aggregate proceeds of $1,650,000. As of December 31, 2007, the shares of common stock had not been issued and the funds were recorded as capital in excess of par value until issuance.

~~During the quarter ended~~ March 31, ~~2008, pursuant to the terms of the Purchase Agreement,~~2011, the Company issued and sold 2,000,000 restricted shares of the Company’s common stock and three year warrants to purchase an aggregate of 1,200,000 restricted shares of the Company’s common stock at an exercise price of $0.60 per share for aggregate proceeds of $300,000. The Company claims an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, these transactions did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

The Company issued 37,500 shares of common stock to an employee per their employment agreement during the quarter ended March 31, 2008. The Company recognized compensation expense of $22,125 based on the closing price of the Company’s common stock as of the grant date.

On September 23, 2008, in connection with the Cancellation of Debt Agreement with Vantage Group (Note 6) 14,000,000 share of restricted common stock, previously issued on February 27, 2008 were cancelled and returned to the Company.

~~On September 30, 2008 the Company issued 2,000,000 shares of restricted common stock in exchange for $300,000~~

~~On December 16, 2008 the Company issued 24,722,561 shares of common stock for amount due of $29402 to consultants. The market value of the shares issued was $346,116.~~

~~On January 23, 2009 the Company issued 109,579,135~~9,375,000 shares of common stock for amounts due to ~~consultants.~~consultant. The ~~share issuance~~shares had a market value of ~~$202,381.~~$37,500.

On ~~January 28, 2009~~April 29, 2011, the Company issued ~~14,027,439~~7,653,061 shares of common stock for amounts due to ~~consultants. The share issuance had~~ a ~~market value of $28,410.~~

~~On February 20, 2009 the Company issued 28,410,864 shares of common stock for amounts due to consultants. The share issuance had a market value of $28,410.~~

~~On March 04, 2009 the Company issued 87,826,007 shares of common stock for amounts due to consultants. The share issuance had a market value of $70,261.~~

~~On March 16, 2009 the Company issued 45,689,216 shares of common stock for amounts due to consultants. The share issuance had a market value of $27,413.~~

~~On April 08, 2009 the Company issued 11,397,420 shares of common stock for amounts due to consultants. The share issuance had a market value of $6,838.~~

~~On May 05, 2009 the Company issued 120,189,675 shares of common stock for amounts due to consultants. The share issuance had a market value of $96,152.~~

~~On May 19, 2009 the Company issued 7,142,857 shares of common stock for amounts due to consultants. The share issuance had a market value of $3,572.~~

~~F-13~~

~~On May 26, 2009 the Company issued 8,000,000 shares of common stock for amounts due to consultants. The share issuance had a market value of 6,400.~~

~~On June 11, 2009 the Company issued 107,189,500 shares of common stock for amounts due to consultants. The share issuance had a market value of $96,470.~~

~~On June 22, 2009 the Company issued $25,000,000 shares of common stock for amounts due to consultants. The share issuance had a market value of $20,000~~

~~On July 20, 2009 the Company issued 64,147,106 share of common stock for amounts due to consultants. The share issuance had a market value of $32,074.~~

~~On July 27, 2009 the Company issued 2,500,000 shares of common stock for amounts due to consultants. The share issuance had a market value of $2,500.~~

~~On July 29, 2009 the Company issued 60,073,553 shares of common stock for amounts due to consultants. The share issuance had a market value of $72,088.~~

~~On July 31, 2009 the Company issued 25,000,000 shares of common stock for amounts due to consultants. The share issuance had a market value of $20,000.~~

~~On August 1, 2009 the Company issued 500,000 shares of common stock for amounts due to consultants. The share issuance had a market value of $450.~~

~~On August 6, 2009 the Company issued 65,972,222 shares of common stock for amounts due to consultants. The share issuance had a market value of59,375.~~

~~On August 13, 2009 the Company issued 21,040,667 shares of common stock for amounts due to consultants. The share issuance had a market value of $16,833.~~

~~On August 28, 2009 the Company issued 98,000,000 shares of common stock for amounts due to consultants. The share issuance had a market value of $58,800.~~

~~On September 30, 2009 the Company issued 12,841,778 shares of common stock for amounts due to consultants. The share issuance had a market value of $11,558.~~

~~On December 29, 2009 the Company issued 211,500,000 shares of common stock for amounts due to consultants.~~consultant. The shares had a market value of ~~$401,850.~~

~~On December 31, 2009 the Company issued 118,500,000 shares of common stock for amounts due to consultants. The shares had a market value of $462,150~~.$32,143.

On May 24, 2010, Lyle Hauser, the son of the Company's Chief Executive Officer, agreed to convert notes in the aggregate principal amount of $900,000 into an aggregate of 450,000,000 shares of the Company's common stock.

~~On July 20, 2010, the Company sold 1,000,000,000 shares of common stock for a net amount of 990,818.~~

~~On August 18, 2010~~11, 2011, the Company issued 10,000,000 shares of common stock for amounts due to consultants. The shares had a market value of ~~$65,000.~~$70,000.

During the first quarter 2011, the Company entered into a Securities Purchase Agreement pursuant to which it sold 45,000,000 shares of common stock at a purchase price of $0.003 per share. The funds were received during the first quarter of 2011 and recorded as a stock payable in the amount of $135,000 as of June 30, 2011. On July 8, 2011, 45,000,000 shares of common stock were issued.

On June 3, 2011, the Company received $24,000 in proceeds f for the purchase of 8,000,000 shares of common stock. The stock is currently unissued and $24,000 is recorded as a stock payable.

During the third quarter of 2011, the Company entered into a Securities Purchase Agreement pursuant to which it sold 177,304,960 shares of common stock at a purchase price of $0.00282

On August 1, 2011, the Company issued 11,029,421 shares of common stock for amounts due to consultant. The shares had a market value of $33,088.

On November ~~9, 2010~~1, 2011, the Company issued ~~37,000,000~~46,875,000 shares of common stock for amounts due to consultants. The shares had a market value of ~~$185,000.~~

$42,187.50.

Stock Options

2006 Incentive Stock Plan

In January 2006, the Board of Directors of the Company approved an Incentive Stock Plan,pursuant to which they have initially reserved 10,000,000 shares of common Stock for issuance. Under the 2006 Incentive Stock, the Board has granted an aggregate of 5,640,000 options to employees pursuant to certain employment agreement that are more fully described ~~below~~below: As of December 31, 2011 all options have expired.

2008 Amended and Restated Incentive Stock Plan

In November 2008, our Board of Directors adopted the 2008 Equity Incentive Plan and subsequently amended it in January 2009, June 2009 and July 2009 (the “2008 Plan”). The purpose of the 2008 Plan was to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2008 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2008 Plan will be administered by our Board of Directors until such time as such authority has been delegated to a committee of the board of directors.

~~F-14~~F-10

2010 Incentive Stock Plan

In December 2009, our Board of Directors adopted the 2010 Equity Incentive Plan (the “2010 Plan”). The purpose of the 2010 Plan was to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2010 Plan, we are authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2010 Plan will be administered by our Board of Directors until such time as such authority has been delegated to a committee of the Board of Directors.

A summary of option activity under ~~the Plan~~all Plans as of December 31, ~~2010,~~2011, and changes during the period then ended are presented below:

Options Weighted Average Exercise Price
Outstanding at December 31, 2008 5,640,000 $ 0.80
Granted -- --
Exercised -- --
Forfeited or Expired -- --
Outstanding at December 31, 2009 5,640,000 $ 0.80
Granted
Excercised
Forfeit or Expired
Outstanding at December 31, 2010 5,640,000 $ 0.80
Non-vested at December 31 2010 --
Exercised at December 31, 2010 5,640,000 $ 0.80

	Options		Weighted-Average Exercise Price
Outstanding at December 31, 2009		5,640,000	$	0.80
Issued		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at December 31, 2010		5,640,000	$	0.80
Issued		-		-
Expired		5,640,000		0.80
Forfeited		-		-
Outstanding at December 31, 2011		-		-
Non-vested at December 31, 2011		-		-
Exercisable at December 31, 2011		-	$	0.00

~~The options outstanding as of December 31, 2010 have been segregated for additional disclosure as follows:~~

Options Outstanding Options Exercisable
Weighted
Weighted Average Weighted
Range of Average Remaining Average
Exercise Number Exercise Contractual Number Exercise
Price Outstanding Price Life Exercisable Price
$ 0.80 5,640,000 $ 0.80 1.00 5,640,000 $ 0.80

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. ~~Share based compensation expense for~~For the ~~year~~years ended December 31, ~~2009~~2011 and ~~December 31, 2008 was $0 and $102,678 respectively.~~2010, the Company recorded no compensation expense related to options.

~~F-15~~

Warrants

On June 19, 2006 the Company issued 200,000 warrants to consultants for services to be provided. The warrants vested in 50,000 increments on June 19, 2006; September 18, 2006, December 17, 2006 and March 17, 2007. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions:

~~Risk-free interest rate at grant date~~	~~4.75~~	%
~~Expected stock price volatility~~	86	%
~~Expected dividend payount~~	--
~~Expected option in life-years~~	4

As of December 31, 2007, all warrants were fully vested. During the quarter ended March 31, 2008, the Company issued 16,200,000 three year warrants to purchase an aggregate of 16,200,000 restricted shares of the Company’s common stock at an exercise price of $0.60 per share as part of the common stock sales. On September 23, 2008, in connection with the Vantage Group Ltd Cancellation of Debt Agreement, 8,400,000 warrants previously mentioned were cancelled (See Note 8). A summary of the warrants outstanding and exercisable appears below:

Warrants Outstanding Warrants Excercisable
Exercise Price Number Outstnding Weighted Average Remaining Contractual Life(years) Weighted Average Exercise Price Number Excercisable Weighted Average Remaining Contractual Life (years)
$ 3.50 50,000 .97 3.50 50,000 .97
$ 5.00 50,000 1.22 5.00 50,000 1.22
$ 6.50 50,000 1.47 6.50 50,000 1.47
$ 8.00 50,000 1.72 8.00 50,000 1.72
$ 0.60 7,800,000 1.50 0.60 7,800,000 1.50
$ 0.56 175,000 3.50 0.56 175,000 3.50
8,175,000 1.54 .073 8,175,000 1.54

The Company awarded 175,000 Common Stock warrants, at an exercise price of $0.56 per share, to former ~~board~~Board members at the quoted stock price on the effective date of the awards. The warrants have an expiration date of five years from the issue date and contain provisions for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions:

Risk-free interest rate at grant date	~~4.75~~	4.75	%
Expected stock price volatility	~~155~~	155	%
Expected dividend ~~payount~~payout		--
Expected option in life-years	3	5

~~F-16~~

~~Transactions involving~~On June 22, 2011, the Company awarded 10,000,000 Common Stock warrants, ~~are summarized as follows:~~

Number of Warrants Weighted Average Price Per Share
Outstanding at December 31, 2007 200,000 $ 5.75
Granted 16,375,000 0.60
Exercised -- --
Canceled or expired (8,400,000 ) 0.60
Outstanding at December 31, 2008 8,175,000 0.73
Granted -- --
Exercised -- --
Canceled or expired -- --
Outstanding at December 31, 2009 8,175,000 0.73
Granted -- --
Exercised -- --
Canceled or expired -- --
Outstanding at December 31, 2010 8,175,000 0.73

at an exercise price of $0.01 per share, to consultants for services at the quoted stock price on the effective date of the awards. The warrants have an expiration date of four years from the issue date and contain provisions for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following ~~assumptions:~~assumptions listed below:

On July 28, 2011, the Company awarded 135,000,000 Common Stock Warrants, at an exercise price of $0.005 per share to consultants for services at the quoted stock price on the effective date of the awards. The warrants have an expiration date of three years from the issue date and contain provisions for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services was determined using the Black-Scholes pricing model and the assumptions listed below.

Risk-free interest rate at grant date	~~4.75%~~	0.39	%
Expected stock price volatility	~~86%~~	172.1	%
Expected dividend payout		--
Expected option in life-years		4

~~9. INCOME TAXES~~

The Company’s recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

~~10. COMMITMENTS~~

Medefile leases its main office, which is located at 301 Yamato Rd, Boca Raton, FL 33431, commencing March 01, 2009. Medefile’s previous location was 240 Cedar Knolls Rd, Cedar Knolls, NJ 07927 , commencing September 2007 and expiring in August 2012. By mutual agreement the lease was cancelled and Medefile chose Florida for its main office location. With new business development and more favorable conditions and costs with the transition to operations in Florida. The current lease is for a term of 24 months.

2009 2010
12 Months ending 12/31 $ 34,686 $ 30,720

On December 10, 2008, Medefile entered into an employment agreement with Kevin Hauser pursuant to which Kevin Hauser agreed to continue to serve as the Company’s Vice President of Sales and New Business Development for a term of three years. The term of his agreement shall automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement. Pursuant to his agreement, Kevin Hauser shall be entitled to receive an annual salary of $216,000. He shall also be entitled to a discretionary bonus from time to time during the term of the agreement in an amount determined by the sole discretion of the Company’s board of directors.

~~F-17~~F-11

Warrant expense recognized for the years ending December 31, 2011 and 2010 was $314,589 and $0.00 respectively.

Transactions involving warrants are summarized as follows:

	Number of Warrants		Weighted-Average Price Per Share
Outstanding at December 31, 2009		8,175,000		.73
Granted		-
Exercised		-
Canceled or expired		-
Outstanding at December 31, 2010		8,175,000	$	.73
Granted		145,000,000		.01
Exercised		-		-
Canceled or expired		8,000,000		-
Outstanding at December 31, 2011		145,175,000	$	0.019

Warrants Outstanding							Warrants Exercisable
					Weighted						Weighted
					Average		Weighted				Average
					Remaining		Average				Remaining
Exercise			Number		Contractual		Exercise		Number		Contractual
Prices			Outstanding		Life (years)		Price		Exercisable		Life (years)
	$	0.56		175,000		1.5	$	0.56		175,000		1.5
		0.005		135,000,000		2.75		0.005		135,000,000		2.75
		0.01		10,000,000		3.75		0.01		10,000,000		3.75
				145,175,000		2.85	$	0.56		145,175,000		2.85

6. RELATED PARTY TRANSACTIONS

On May 10, 2011, Medefile International, Inc. (the “Company”) and the Company’s Chief Executive Officer, Kevin Hauser, executed an amendment, effective as of March 26, 2011, to the employment agreement dated December 10, 2008, by and between Mr. Hauser and the Company. Mr. Hauser agreed to reduce the base salary payable to him pursuant to the Employment Agreement to $100,000 for the year ending December 31, 2010. As a result, the Company recorded a cancellation of payroll expense due to Mr. Hauser during the first quarter of 2011 through additional paid in capital in the amount of $116,000.

7. SUBSEQUENT EVENTS

On March 1, 2012, the Company issued 53,571,429 shares of common stock to a consultant. The market value of the shares was $42,859,

On March 15, 2012 the Company issued 8,000,000 shares of common stock in accordance with a Security Purchase Agreement. The funds were received previously and the shares of common stock were issued against the remaining balance in Stock Payable.

F-12

On December 10, 2008, Medefile entered into an employment agreement with Rachel Hauser pursuant to which Rachel Hauser agreed to serve as the Company’s Director of Marketing and Public Relations for a term of three years. The term of his agreement shall automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement. Pursuant to his agreement, Rachel Hauser shall be entitled to receive an annual salary of $216,000. She shall also be entitled to a discretionary bonus from time to time during the term of the agreement in an amount determined by the sole discretion of the Company’s board of directors.

On April 3, 2009, Realty Associates Fund VI, LP filed suit against the Company in the Superior Court of New Jersey, Law Division, Morris County, alleging amounts owed under the Company’s lease with Realty Associates. On August 5, 2009, Realty Associates requested that the court enter a default judgment against the Company, The Company has reached a settlement with the Plaintiff in the amount of $40,000 which shall be payable $20,000 upon execution of the settlement agreement and $20,000 within 120 days of execution. The initial payment was made on March 26, 2010. The final payment was made July 16, 2010.

~~11. MAJOR CUSTOMERS~~

For the years ended December 31, 2010 and 2009, there was no single customer which accounted for a majority of the revenues. We do not have a written agreement with our customers. Therefore, the provision of services to these customers is provided by us “at will” and the customers may decide not to use our services at any time.

~~12. SUBSEQUENT EVENTS~~

~~None~~

~~F-18~~

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Annual Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (Principal Executive, Financial and Accounting Officer), of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer (Principal Executive, Financial and Accounting Officer) concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and which also are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer (Principal Executive, Financial and Accounting Officer), to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management, with the participation of our principal executive officer, financial and accounting officer, have evaluated the effectiveness of our internal control over financial reporting as of December 31, ~~2010~~2011 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that, as of December 31, ~~2010,~~2011, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to permanent rules of the SEC that permit the Company to provide only management’s report in this annual report.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer (Principal Executive, Financial and Accounting Officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in internal controls

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended December 31, ~~2010~~2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE.

The following tables set forth certain information with respect to our directors and ~~officers as of December 31, 2010.~~officers. The following persons serve as our directors and executive officers:

Name	Age	Position

Kevin Hauser	3839	President, Chief Executive Officer, Acting Chief Financial Officer, Director
Michael S. Delin	4647	Director

Our executive officers are appointed by and serve at the discretion of our Board of Directors. There are no family relationships between any director and/or any executive officer.

Background of Executive Officers and Directors

Kevin Hauser, President, Chief Executive Officer and Acting Chief Financial Officer.~~Kevin~~ On August 15, 2010, Mr. Hauser was appointed ~~as the Company’s President,~~MedeFile’s new Chief Executive Officer, ~~Acting Chief Financial Officer~~the post formerly held by his father and ~~Chairman on August 15, 2010. Kevin has been working with MedeFile~~Company founder, Milton Hauser, who stepped down due to a personal health crisis. Prior to assuming the helm of the Company, Mr. Hauswer was a key member of the executive management team, serving as MedeFile’s Vice President of Sales, Marketing and New Business Development since 2005. ~~Kevin~~In this capacity, he helped to design, develop and implement strategies and programs aimed at establishing the MedeFile brand on a global basis. Among his many diverse responsibilities, he led a three-year series of consumer focus groups and conducted several in-depth industry market studies, helping to define “must-have” features and functionality of the MedeFile iPHR platform. In addition, Mr. Hauser was charged with pursuing strategic business partnerships capable of enhancing the Company’s brand-building and marketing efforts, which has ~~been~~since resulted in several important teaming arrangements being secured by the Company.

Mr. Hauser was also instrumental in ~~developing business~~the conception and ~~key components~~commencement of MedeFile’s Quality of Care program, a strategic physician-focused initiative designed to educate patients on the ~~Personal Health Record industry since that time.~~ benefits of MedeFile’s iPHR solution, promote new annual subscribers and generate a profitable new revenue channel for care providers. Since becoming CEO, Mr. Hausewr has remained largely focused on executing a broad range of commercialization strategies to drive MedeFile subscription growth and build enduring long term value for the Company’s stockholders.

Prior to joining MedeFile, Mr. Hauser earned distinction in ~~early 2005 as~~ the ~~Company's Director of Business Development, Kevin worked~~securities industry, working primarily ~~with~~at Raymond James Financial Services. In 1996, ~~Kevin~~he established a branch office for Raymond James in New York ~~City's~~City’s Wall Street ~~district.~~district, which rapidly became one of the firm’s top producing branches in the country. Earning placement in Raymond ~~James'~~James’ President Club, ~~Kevin~~he was the youngest Independent Sales Associate to receive that honor at that time. ~~Kevin attended the George Washington University from 1990-1994.~~

Michael Delin, Director. Mr. Delin has served on our board of directors since December 2008. After providing specialty consulting services to the management team, he joined MedeFile’s Board of Directors in December 2008. Mr. Delin is the sole proprietor and operator of an accounting and tax preparation service. He ~~has previously provided consulting services to the Company. Mr. Delin~~ also currently serves as the Chief Financial Officer of a construction company that is based in ~~southwest~~Southwest Florida. ~~Mr. Delin graduated from~~He is a graduate of the University of South Florida ~~with~~where he earned a Bachelor of Arts degree in ~~accounting~~Accounting.

COMMITTEES

We currently do not maintain any committees of the Board of Directors. Given our size and the development of our business to date, we believe that the board through its meetings can perform all of the duties and responsibilities which might be contemplated by a committee. Our board of directors is expected to appoint an audit committee, nominating committee and compensation committee, and to adopt charters relative to each such committee, in the near future. We intend to appoint such persons to the committees of the board of directors as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek listing on a national securities exchange, and we are under no obligation to do so.

Except as may be provided in our bylaws, we do not currently have specified procedures in place pursuant to which whereby security holders may recommend nominees to the Board of Directors.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Kevin Hauser has served as our Chairman and Chief Executive Officer since August 2010. We believe it is in the best interest of the Company to have the Chairman and Chief Executive Officer roles combined due to our small size and limited resources.

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensure that risks undertaken by our company are consistent with the Board’s appetite for risk. While the Board oversees our company, our company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

CODE OF ETHICS

We have adopted a Code of Ethics and Business Conduct that applies to our officers, directors and employees. The Code of Ethics is available on our website found at www.medefile.com.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Because we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Act, we are not subject to Section 16(a) of the ~~Securities~~ Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission ("SEC"). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the fiscal year ended December 31, 2009, we believe that during the year ended December 31, 2009, our executive officers, directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements. Act.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation for services in all capacities rendered to us for the two fiscal years ended December 31, 2011 and 2010, of our Chief Executive ~~Officer and our~~Officer. There were no other executive officers whose total annual compensation exceeded $100,000 induring the ~~fiscal year~~years ended December 31, ~~2010, if any. We refer to the Chief Executive Officer~~2011 and ~~these other officers as the named executive officers.~~2010.

SUMMARY COMPENSATION TABLE

Name and
Principal
Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Nonqualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

Total
($)

Kevin Hauser (1)
President, CEO, Acting CFO and Director
2010 -- -- -- -- -- -- -- --
2009 -- -- 270,343 (3) -- -- -- -- 270,343
Milton Hauser(2)

2010 -- -- -- -- -- -- -- --
2009 -- -- 70,593 (4) -- -- -- -- 70,593

Name and

Principal

Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Kevin Hauser (1)

2011

125,000

President, CEO, CFO and Director

2010

216,000

(1)

216,000

~~(1) On August 15, 2010 the Board of Directors appointed Kevin Hauser as President and Chief Executive Officer and to fill the vacancy on the Board created by the resignation of Milton Hauser.~~

(1)	Represents amount unpaid but accrued

~~(2) On August 15, 2010, Milton Hauser resigned as the President, Chief Executive Officer and as a director to the Board of Directors.~~

~~(3) Kevin Hauser’s stock awards represent 250,917,415 share of S-8 stock issued throughout 2009, based on market value at date of award.~~

~~(4) Milton Hauser’s stock awards represents 69,677,856 shares of S-8 stock issued throughout 2009, based on market value at date of award.~~

Outstanding Equity Awards at Fiscal Year-End as of December 31, ~~2010~~2011

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options

(#)

Exercisable

Number of Securities Underlying Unexercised Options

(#)

Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(#)

Option Exercise Price

($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

(#)

Market Value of Shares or Units of Stock That Have Not Vested

($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

(#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

($)

Kevin Hauser

President, CEO, Acting CFO and Director

~~Mitlon Hauser~~

Director Compensation for Year Ending December 31, 2011

Name

Fees Earned

or Paid in

Cash

($)(1)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Kevin

~~Hauser(1)~~

Hauser

Michael

Delin ~~(2)~~

~~(1) Mr Hauser became a Director effective August 15, 2010~~

~~(2) Mr. Delin became a Director effective December 12, 2008~~

~~OPTION GRANTS IN FISCAL 2010~~

~~The Company issued no option grants during 2010.~~

EMPLOYMENT AGREEMENTS

On December 10, 2008, Medefile entered into an employment agreement with Kevin Hauser pursuant to which ~~Kevin~~Mr. Hauser agreed to continue to serve as the Company’s Vice President of Sales and New Business Development for a term of three years. The term of his agreement ~~shall~~ automatically ~~extend~~extended for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement. Pursuant to his agreement, ~~Kevin~~Mr. Hauser ~~shall be~~was entitled to receive an annual salary of $216,000. He ~~shall~~was also be entitled to a discretionary bonus from time to time during the term of the agreement in an amount determined by the sole discretion of the Company’s ~~board~~Board of ~~directors.~~

OnDirectors. For the year ended December ~~10, 2008, Medefile entered into an~~31, 2010, the amount of $216,000 due under the employment agreement with Rachel Hauser pursuant to which Rachel Hauser agreed to serve as the Company’s Director of Marketing and Public Relations for a term of three years. The term of his agreement shall automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement. Pursuant to her agreement, Rachel Hauser shall be entitled to receive an annual salary of $216,000. She shall also be entitled to a discretionary bonus from time to time during the term of the agreement in an amount determined by the sole discretion of the Company’s board of directors.

was accrued but unpaid.

2120

On May 10, 2011, the Company and Mr. Hauser executed an amendment, effective as of March 26, 2011, to the employment agreement dated December 10, 2008, by and between Mr. Hauser and the Company (the “Employment Agreement”). The amendment memorialized the agreement of Mr. Hauser to reduce the base salary payable to him pursuant to the Employment Agreement to $100,000 for the year ending December 31, 2010, and to $125,000 commencing January 1, 2011. The amendment further provides for a performance bonus which may be awarded to Mr. Hauser, at the discretion of the Board, at such time as the Company becomes cash flow positive (defined as a quarterly net income in excess of $75,000) and has a positive Quick Ratio (Cash less current liabilities in excess of $100,000). The performance bonus may be paid in either cash or through the issuance of shares of the Company’s common stock at the discretion of the Board.

Risk Management

The Company does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

LONG TERM INCENTIVES

STOCK OPTIONS AND RESTRICTED STOCK. Executive officers, together with our other employees, are eligible to receive grants of awards under our 2006 Stock Option Plan. These awards may be in the form of stock options and/or restricted stock grants. The number of shares underlying options or shares, together with all other terms of the options and shares, are established by the Board of Directors.

STOCK INCENTIVE PLANS

2006 Incentive Stock Plan

The 2006 Incentive Stock Plan has initially reserved 10,000,000 shares of common Stock for issuance. Under the 2006 Incentive Stock Plan, options may be granted which are intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.

Purpose. The primary purpose of the 2006 Incentive Stock Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

Administration. The 2006 Incentive Stock Plan is administered by our Board of Directors, as the Board of Directors may be composed from time to time. Notwithstanding the foregoing, the Board of Directors may at any time, or from time to time, appoint a committee of at least two members of the Board of Directors, and delegate to the committee the authority of the Board of Directors to administer the 2006 Incentive Stock Plan. Upon such appointment and delegation, the committee shall have all the powers, privileges and duties of the Board of Directors, and shall be substituted for the Board of Directors, in the administration of the 2006 Incentive Stock Plan, subject to certain limitations.

~~Eligibilit~~Eligibili .ty. Under the 2006 Stock Incentive Plan, options may be granted to key employees, officers, directors or consultants of the Company.

Terms of Options. The term of each option granted under the 2006 Incentive Stock Plan shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the 2006 Incentive Stock Plan, including the following:

(a) Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2006 Incentive Stock Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each non-incentive stock option shall be determined at the time such option is granted, but in no case less than 85% of the fair market value of such common stock at the time such option is granted;

2221

(b) Vesting. The dates on which each option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Board of Directors, in its discretion, at the time such option is granted. All options or grants which include a vesting schedule will vest in their entirety upon a change of control transaction as described in the 2006 Incentive Stock Plan;

(c) Expiration. The expiration of each option shall be fixed by the Board of Directors, in its discretion, at the time such option is granted; however, unless otherwise determined by the Board of Directors at the time such option is granted, an option shall be exercisable for ten years after the date on which it was granted, or five years for grants to certain executive officers. Each option shall be subject to earlier termination or repurchase as expressly provided in the 2006 Incentive Stock Plan or as determined by the Board of Directors, in its discretion, at the time such option is granted;

(d) Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2006 Incentive Stock Plan shall be subject to execution, attachment or other process;

(e) Option Adjustments. The aggregate number and class of shares as to which options may be granted under the 2006 Incentive Stock Plan, the number and class shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and all such options, shall each be proportionately adjusted for any increase decrease in the number of issued common stock resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend; and

(f) Termination, Modification And Amendment. The 2006 Incentive Stock Plan (but not options previously granted under the plan) shall terminate ten years from the date of its adoption by the Board of Directors, and no option or shares shall be granted after termination of the 2006 Incentive Stock Plan. Subject to certain restrictions, the 2006 Incentive Stock Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Nevada.

2008 Amended and Restated Incentive Stock Plan

The 2008 Plan, as amended, reserved 750,000,000 shares of common Stock for issuance. Under the 2008 Plan, options may be granted which are intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.

Purpose. The primary purpose of the 2008 Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

Administration. The 2008 Plan is administered by our Board of Directors, as the Board of Directors may be composed from time to time. Notwithstanding the foregoing, the Board of Directors may at any time, or from time to time, appoint a committee of at least two members of the Board of Directors, and delegate to the committee the authority of the Board of Directors to administer the 2008 Plan. Upon such appointment and delegation, the committee shall have all the powers, privileges and duties of the Board of Directors, and shall be substituted for the Board of Directors, in the administration of the 2008 Plan, subject to certain limitations.

Eligibility. Under the 2008 Plan, options may be granted to key employees, officers, directors or consultants of the Company.

Terms of Options. The term of each option granted under the 2008 Plan shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the 2008 Stock Plan, including the following:

(a) Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2008 Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each non-incentive stock option shall be determined at the time such option is granted, but in no case less than 85% of the fair market value of such common stock at the time such option is granted;

(c) Expiration. The expiration of each option shall be fixed by the Board of Directors, in its discretion, at the time such option is granted; however, unless otherwise determined by the Board of Directors at the time such option is granted, an option shall be exercisable for ten years after the date on which it was granted, or five years for grants to certain executive officers. Each option shall be subject to earlier termination or repurchase as expressly provided in the 2008 Plan or as determined by the Board of Directors, in its discretion, at the time such option is granted;

(d) Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2008 Plan shall be subject to execution, attachment or other process;

(e) Option Adjustments. The aggregate number and class of shares as to which options may be granted under the 2008 Plan, the number and class shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and all such options, shall each be proportionately adjusted for any increase decrease in the number of issued common stock resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend; and

(f) Termination, Modification and Amendment. The 2008 Plan (but not options previously granted under the plan) shall terminate ten years from the date of its adoption by the Board of Directors, and no option or shares shall be granted after termination of the 2006 Incentive Stock Plan. Subject to certain restrictions, the 2008 Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Nevada.

2010 Incentive Stock Plan

The 2010 Plan has initially reserved 330,000,000 shares of common Stock for issuance. Under the 2010 Plan, options may be granted which are intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.

Purpose. The primary purpose of the 2010 Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

Administration. The 2010 Plan is administered by our Board of Directors, as the Board of Directors may be composed from time to time. Notwithstanding the foregoing, the Board of Directors may at any time, or from time to time, appoint a committee of at least two members of the Board of Directors, and delegate to the committee the authority of the Board of Directors to administer the 2010 Plan. Upon such appointment and delegation, the committee shall have all the powers, privileges and duties of the Board of Directors, and shall be substituted for the Board of Directors, in the administration of the 2010 Plan, subject to certain limitations.

Eligibility. Under the 2010 Plan, options may be granted to key employees, officers, directors or consultants of the Company.

Terms of Options. The term of each option granted under the 2010 Plan shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the 2008 Stock Plan, including the following:

(a) Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2010 Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each non-incentive stock option shall be determined at the time such option is granted, but in no case less than 85% of the fair market value of such common stock at the time such option is granted;

(c) Expiration. The expiration of each option shall be fixed by the Board of Directors, in its discretion, at the time such option is granted; however, unless otherwise determined by the Board of Directors at the time such option is granted, an option shall be exercisable for ten years after the date on which it was granted, or five years for grants to certain executive officers. Each option shall be subject to earlier termination or repurchase as expressly provided in the 2010 Plan or as determined by the Board of Directors, in its discretion, at the time such option is granted;

(d) Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2010 Plan shall be subject to execution, attachment or other process;

(e) Option Adjustments. The aggregate number and class of shares as to which options may be granted under the 2010 Plan, the number and class shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and all such options, shall each be proportionately adjusted for any increse decrease in the number of issued common stock resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend; and

(f) Termination, Modification and Amendment. The 2010 Plan (but not options previously granted under the plan) shall terminate ten years from the date of its adoption by the Board of Directors, and no option or shares shall be granted after termination of the 2006 Incentive Stock Plan. Subject to certain restrictions, the 2010 Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Nevada

ITEM 12. ~~EQUITY COMPENSATION PLAN INFORM AND~~ SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~PRINCIPAL STOCKHOLDERS~~

The following table sets forth certain information relating to the ownership of common stock by (i) each person known by us be the beneficial owner of more than five percent of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, the information relates to these persons, beneficial ownership as of March 31, ~~2011.~~2012. Except as may be indicated in the footnotes to the table and subject to applicable community property laws, each person has the sole voting and investment power with respect to the shares owned.

Name of Beneficial Owner (1)	Common Stock Beneficially Owned(2)(3)		Percentage of Common Stock (2)			Common Stock Beneficially Owned(2)(3)		Percentage of Common Stock (2)

Lyle Hauser(3)		1,289,631,250		37.4	%		989,631,250		24.6	%
Kevin Hauser (4)		39,620,000		1.1	%		327,758,500		8.2	%
Michael S. Delin		-		-			-
All officers and directors as a group (2 persons)		39,620,000		1.1	%		327,758,500		8.2	%

(1) Except as otherwise indicated, the address of each beneficial owner is c/o Medefile International, Inc., 301 Yamato Rd, Ste 3155, Boca Raton, FL 33413.

(2) Applicable percentage ownership is based on ~~3,450,021,410~~4,019,830,281 shares of common stock outstanding as of March 31, ~~2011,~~2012, together with securities exercisable or convertible into shares of common stock within 60 days of March 31, ~~2011~~2012 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of March 31, ~~2011~~2012 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(3) Lyle Hauser owns ~~1,196,312,500~~896,312,500 shares in his individual capacity and 93,318,750 shares through Vantage Holding Ltd. Lyle Hauser is the owner of The Vantage Group Ltd. and Vantage Holding Ltd. Lyle Hauser is the brother of Kevin Hauser.

The information as to shares beneficially owned has been individually furnished by our respective directors, named executive officers and other stockholders, or taken from documents filed with the SEC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transaction

Medefile has been able to continue operations due to the payment of Company obligations by The Vantage Group Ltd., a company owned and controlled by Lyle Hauser. Lyle Hauser is the control person of Vantage Holding Ltd., the majority stockholder of the Company.

During the period July 16, 1997 (inception) to December 31, 2007, The Vantage Group Ltd., has (i) paid an aggregate of $905,318 of the Company's obligations, (ii) contributed $275,000 of assets to the capital of the Company, and (iii) made loans of approximately $3,192,466 to the Company.

On April 11 2007, Medefile issued two promissory notes to The Vantage Group as evidence of this indebtedness. One of the notes, in the principal amount of $700,000, was payable on demand. The other note, with a principal amount of $1,115,379, was payable no later than July 1, 2008. On November 15, 2007, the Company and Vantage, the Company’s largest stockholder and primary source of funding, entered into a debt conversion agreement. Pursuant to the debt conversion agreement, Vantage agreed to convert the aggregate principal amount of $2,100,000 of its indebtedness into an aggregate of 14,000,000 restricted shares of common stock of the Company. In addition, the Company issued to Vantage 8,400,000 three year warrants to purchase an aggregate of 8,400,000 restricted shares of the Company’s common stock at an exercise price of $0.60 per share. During the twelve months ended December 31, 2007, the Company borrowed a total of $1,245,000 against the note. During the twelve months ended December 31, 2007 and 2006, and the Company charged related party interest expense of $161,504 and $95,670, respectively.

On September 23, 2008. the Company received a Cancellation of Debt from Vantage Group Ltd., canceling the remaining balance of the Loan Payable, including all outstanding interest as of that date. In addition, Vantage Group Ltd. surrendered 14,000,000 shares of common stock and 8,400,000 warrants at $0.60.

On December 10, 2008, the Company entered into an employment agreement with Rachel Hauser, the daughter-in-law of the Company’s Chief Executive Officer, Milton Hauser, pursuant to which Mrs. Hauser agreed to serve as the Company’s Director of Marketing and Public Relations for a term of three years. The term of his agreement shall automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement. Pursuant to his agreement, Mrs. Hauser shall be entitled to receive an annual salary of $216,000. She shall also be entitled to a discretionary bonus from time to time during the term of the agreement in an amount determined by the sole discretion of the Company’s board of directors.

Prior to his appointment as a director, Michael Delin performed certain accounting services for the Company. Mr. Delin received an aggregate of 3,200,000 shares of the Company’s common stock as consideration for such services, which shares were valued at approximately $4,500 at the time of grant.

On July 31, 2008, the Company issued an unsecured Demand Note to Cybervault LLC, a company wholly owned by Medefile’s former CEO. The Note bears interest at a rate of seven percent per annum. As of December 31, 2009 the Company had received a total of $93,301 in principal payments, with the additiona of accrued interest of $8,423 the total owed amounts to $101,724.

On April 26, 2010, Lyle Hauser, the brother of the Company’s current Chief Executive Officer and the son of the former Chief Executive Officer and control person for Vantage Group Ltd., purchased the demand notes, including principle and interest from Cybervault and a note payable from an unrelated party. On May 3, 2010, Lyle Hauser purchased the note payable from another related party. On May 14, 2010, Lyle Hauser purchased a note held by Digital Health.

On May 24, 2010, Lyle Hauser, the brother of the Company's current Chief Executive Officer and the son of the former Chief Executive Officer and control person for Vantage Group Ltd., , agreed to convert notes in the aggregate principal amount of $900,000 into an aggregate of 450,000,000 shares of the Company's common stock.

On July 6, 2011, Kevin Hauser (the Company’s chief executive officer) (with respect to 300,000,000 shares of common stock) and Lyle Hauser (the Company’s largest shareholder) (with respect to 989,631,250 shares of common stock) entered into six month lock-up agreements with the Company. Under their respective lock-up agreements, Kevin Hauser was granted anti-dilution protection for a period of six months under the same terms as the investors under the securities purchase agreement entered into on July 6, 2011, and Lyle Hauser were granted anti-dilution protection for a period of four years under the same terms as the investors. In January 2012, Kevin Hauser’s lock-up agreement such that the lock-up period was extended to July 20, 2012, and anti-dilution protection was extended to July 20, 2014. In April 2012, Kevin Hauser’s lock-up agreement was further amended such that the anti-dilution protection will terminate following the Company’s next capital raise.

Director Independence

None of our directors is independent as term is defined under the Nasdaq Marketplace Rules.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed by L.L. Bradford for the audit and review of the Company's annual financial statements and services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the fiscal year ended December 31, ~~2010~~2011 and ~~2009~~2010 were as ~~follows.~~follows [update for 2011.


		2010		2009		2011		2010

Audit Fees	$	41,000	$	45,000	$	40,500	$	41,000
Audit Related Fees				1,200		-		-
Tax Fees				-		-		-
All Other Fees				-		-		-
Total Fees	$	41,000	$	46,200	$	40,500	$	41,000

TAX FEES

No tax fees were billed by L.L. Bradford for professional services rendered for tax compliance; tax advice and tax planning for the fiscal year ended December 31, ~~2010~~2011 and ~~2009.~~2010.

ALL OTHER FEES

No other fees were billed by L.L. Bradford for the fiscal year ended December 31, ~~2010~~2011 and ~~2009.~~2010.

ITEM 13. EXHIBITS


2.1	Agreement and Plan of Merger made as of November 1, 2005 among Bio-Solutions International, Inc., OmniMed Acquisition Corp., OmniMed International, Inc., and the shareholders of OmniMed International, Inc. (as incorporated by reference to the Company's Current Report on Form 8-K filed on November 3, 2005).

3.1	Articles of Incorporation (as incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 17, 2006).

3.2	Bylaws of the Issuer (as incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 17, 2006).

3.3	Certificate of Amendment to Articles of Incorporation filed on August 31, 2004 (as incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 17, 2006).

3.4	Articles of Merger changing the Registrant's name to OmniMed International, Inc. (as incorporated by reference to the Company's Current Report on Form 8-K filed on November 22, 2005).

3.5	Articles of Merger changing the Registrant's name to Medefile International, Inc. (as incorporated by reference to the Company's Current Report on Form 8-K filed on January 18, 2006).

3.6	Certificate of Designation of Series A Preferred (as incorporated by reference to the Company's Current Report on Form 8-K filed on January 16, 2009).

3.7	Certificate of Amendment to Articles of Incorporation, filed January 21, 2009 (incorporation be referenced to the Company’s Form 8-K filed on January 23, 2009)

3.8	Certificate of Amendment to Articles of Incorporation filed April 13, 2010 (incorporated by reference to10-K/A filed July 15, 2011)

3.9	Certificate of Amendment to Articles of Incorporation filed July 20, 2010(incorporated by reference to10-K/A filed July 15, 2011)


10.6	2006 Stock Incentive Plan (as incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 17, 2006).

10.7	HSA Bank Marketing Agreement (as incorporated by reference to the Company's Annual Report on Firm 10-KSB/A filed on April 17, 2007).

10.8	Promissory Note dated April 11, 2007 (as incorporated by reference to the Company's Annual Report on Firm 10-KSB/A filed on April 17, 2007).

10.9	Promissory Note dated April 11, 2007 (as incorporated by reference to the Company's Annual Report on Firm 10-KSB/A filed on April 17, 2007).

10.10	Demand Promissory Note dated July 31, 2008 - Cybervault (as incorporated by reference to the Company's Annual Report on Form 10-K/A filed on February 11, 2011).

10.11	Demand Promissory Note dated July 31, 2008 – Roth (as incorporated by reference to the Company's Annual Report on Form 10-K/A filed on February 11, 2011).

10.12	Demand Promissory Note dated March 31, 2009 – Digital Health (as incorporated by reference to the Company's Annual Report on Form 10-K/A filed on February 11, 2011).

10.13	Form of Subscription Agreement (as incorporated by reference to the Company's Current Report on Form 8-K filed on July 13, 2010).

10.14	Executive Employment Agreement, dated December 10, 2008, between the Company and Milton Hauser (incorporated by reference to the Company's 8-K filed on January 16, 2009).

10.15	Executive Employment Agreement, dated December 10, 2008, between the Company and Kevin Hauser (incorporated by reference to the Company's 8-K filed on January 16, 2009).

10.16	Executive Employment Agreement, dated December 10, 2008, between the Company and Rachel Hauser (incorporated by reference to the Company's 8-K filed on January 16, 2009).

10.17	Amendment to Employment Agreement, dated effective March 26, 2011, between the Company and Kevin Hauser (incorporated by reference to the Company's 8-K filed on May 16, 2011).

10.18	Letter Agreement, dated January 15, 2010, between the Company and Rachel Hauser (incorporated by reference to10-K/A filed July 15, 2011)

10.19	Promissory Note amendment, dated June 30, 2009 (incorporated by reference to10-K/A filed July 15, 2011)

10.20	Promissory Note amendment, dated September 30, 2009 (incorporated by reference to10-K/A filed July 15, 2011)

10.21	Promissory Note amendment, dated December 31, 2009 (incorporated by reference to10-K/A filed July 15, 2011)

10.22	Form of Securities Purchase Agreement (incorporated by reference to 8-K filed July 20, 2011)

10.23	Form of Warrant (incorporated by reference to 8-K filed July 20, 2011)

10.24	Lock-Up Agreement between the Company Kevin Hauser (incorporated by reference to 8-K filed July 20, 2011)

10.25	Lock-Up Agreement between the Company and Lyle Hauser (incorporated by reference to 8-K filed July 20, 2011)

16.1	Letter from Former Accountant (as incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 7, 2006)

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-101.INS	XBRL INSTANCE DOCUMENT

EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

EX-101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE

EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

2728

SIGNATURES

~~In accordance with~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDEFILE INTERNATIONAL, INC.

Date: April ~~1, 2011~~ 16, 2012	By:	/s/ Kevin Hauser
		Kevin Hauser
		President, Chief Executive Officer, Acting Chief Financial Officer and Director

~~KNOWN BY ALL MEN THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin Hauser his attorney-in-fact and agent with full power~~

Pursuant to the requirements of substitution and re-substitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments to this Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

~~In accordance with the~~ Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Kevin Hauser	President, Chief Executive Officer and Chairman of	April ~~1, 2011~~16, 2012
Kevin Hauser	the Board of Directors (Principal Executive, Financial and Accounting Officer)

/s/ Michael S. Delin	Director	April ~~1, 2011~~16, 2012
Michael S. Delin

Nevada		85-0368333
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x


		Page
	PART I
Item 1	Business	3
Item 1A	Risk Factors	68
Item 1B	Unresolved Staff Comments	1011
Item 2	Properties	1011
Item 3	Legal Proceedings	1011
Item 4	~~Reserved~~Mine Safety Disclosures	1011
	PART II
Item 5	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	1112
Item 6	Selected Financial Data	1213
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1315
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	1716
Item 8	Financial Statements and Supplementary Data	17F-1
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1817
Item 9A	Controls and Procedures	18 17
Item 9B	Other Information	1918
	PART III
Item 10	Directors, Executive Officers, and Corporate Governance	1918
Item 11	Executive Compensation	2019
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13	Certain Relationships and Related Transactions	2625
Item 14	Principal Accountant Fees and Services	2627
	PART IV
Item 15	Exhibits and Financial Statement Schedules	27
	Signatures	2829

		2011				2010
12 Months ended 12/31		$	42,228			$	23,921

	High		Low		High		Low
Quarter ended 03/31/09	$	0.004	$	0.0005
Quarter ended 06/30/09	$	0.0015	$	0.0004
Quarter ended 09/30/09	$	0.002	$	0.0004
Quarter ended 12/31/09	$	0.007	$	0.0008
Quarter ended 03/31/10	$	0.0148	$	0.0046	$	0.0148	$	0.0046
Quarter ended 06/30/10	$	0.0093	$	0.0041	$	0.0093	$	0.0041
Quarter ended 09/30/10	$	0.0068	$	0.0036	$	0.0068	$	0.0036
Quarter ended 12/31/10	$	0.0075	$	0.0037	$	0.0075	$	0.0037
Quarter ended 03/31/11					$	0.005	$	0.0029
Quarter ended 06/30/11					$	0.0075	$	0.0037
Quarter ended 09/30/11					$	0.0044	$	0.0014
Quarter ended 12/31/11					$	0.0015	$	0.0001

Plan category	Number of securities	Weighted average	Number of securities
	to be issued upon	exercise price of	remaining available for
	exercise of	outstanding options,	future issuance under
	outstanding options,	warrants and rights	equity compensation plans
	warrants and rights		(excluding securities
			reflected in column (a)
	(a)	(b)	(c)

Equity compensation plans approved	-0-	-0-	-0-
by security holders

Equity compensation plans not	5,640,000	$ 0.80	4,360,000
approved by security holders

Total	5,640,000	$ 0.80	4,360,000

	-	MedeFile Website - Through normal e-commerce mechanisms, patients may enroll in the service directly from the MedeFile website. Membership may be purchased on an annual basis and may be paid all at once, or over time at the patient's discretion.
	-	Physician Referrals - Patients may enroll based on a doctor's referral. In the event that these physicians are also Medefile CIS customers, they may easily transfer their patients' information into the MedeFile system.
	-	Large group offerings (e.g., AARP, trade unions) - Large, membership-driven organizations may offer the MedeFile system to their members at a discounted rate, which may be negotiated with Medefile based on the size of the expected enrollment. An additional promotional advantage may be derived from the use of MedeFile through the website of the client organization. Hence, MedeFile functionality may be accessed using each organization's site.
	-	Insurance companies - Similar to large group offerings identified above, insurance companies will be able to offer the MedeFile service to their insured as a means to decrease the cost of medical care.

	We have developed products and services geared to the patient, while containing the depth and breadth of information required by treating physicians and medical personnel.

	We do all the work of collecting and updating medical information on an ongoing basis; its dependence on the patient taking action is minimal – particularly when compared to patient action required to support competing solutions.

	We provide a complete medical record. Other companies claim complete longitudinal records, but in reality only provide histories (usually completed by the member/patient), and are by no means complete or necessarily accurate records.

	We provide a coherent mix of services and products that are intended to affect the quality of healthcare by enabling the patient to manage and access the information normally retained by doctors and other care providers.

	December 31,			December 31,
Assets	2011			2010
Current assets
Cash	$	198,173		$	499,652
Accounts receivable, net		617			2,468
Inventory		53,925			22,184
Merchant services reserve		62,530			6,173
Prepaid insurance		1,055			-
Total current assets		316,300			530,477
Website development, net of accumulated amortization		26,227			47,210
Furniture and equipment, net of accumulated depreciation		10,278			20,364
Intangibles		1,339			1,339
Total assets	$	354,144		$	599,390

Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	180,244		$	310,325
Cash overdraft		-			6,928
Deferred revenues		9,855			9,575
Total Current Liabilities		190,099			326,828


Stockholders' Equity
Preferred stock, $.0001 par value: 10,000 authorized,
no shares issued and outstanding		-			-
Common stock, $.0001 par value: 5,000,000,000 authorized;
3,958,258,852 and 3,450,021,410 shares issued and outstanding on
December 31, 2011 and 2010, respectively		395,826			345,002
Common stock payable		24,000			-
Additional paid in capital		17,986,149			16,090,116
Accumulated deficit		(18,241,930	)		(16,162,556	)
Total stockholders' equity		164,045			272,562
Total liability and stockholders' equity	$	354,144		$	599,390

	December 31, 2010			December 31, 2009

Computer and Equipment	$	169,286		$	169,286
Furniture and Fixtures		38,618			38,618
Subtotal		207,904			207,904
Less: Accumulated depreciation		(187,540	)		(173,365	)
Total Furniture and Fixtures	$	20,364		$	34,539

	December 31, 2010			December 31, 2009
Beginning Balance	$	329,341		$	-
Borrowings		341,024			321,992
Accrued Interest		10,166			7,349
Purchased and converted by Lyle Hauser		(680,531	)		-
Balance at December 31, 2010	$	-		$	329,341

	September 30, 2010			December 31, 2009
Beginning Balance	$	101,724		$	91,518
Borrowings		-			3,530
Accrued Interest		2,283			6,676
Purchased by Lyle Hauser		(104,007	)		-
Balance at December 31, 2010	$	-		$	101,724

	Options		Weighted Average Exercise Price
Outstanding at December 31, 2008		5,640,000	$	0.80
Granted		--		--
Exercised		--		--
Forfeited or Expired		--		--
Outstanding at December 31, 2009		5,640,000	$	0.80
Granted
Excercised
Forfeit or Expired
Outstanding at December 31, 2010		5,640,000	$	0.80
Non-vested at December 31 2010		--
Exercised at December 31, 2010		5,640,000	$	0.80

Warrants Outstanding						Warrants Excercisable
Exercise Price		Number Outstnding		Weighted Average Remaining Contractual Life(years)		Weighted Average Exercise Price		Number Excercisable		Weighted Average Remaining Contractual Life (years)
$	3.50		50,000		.97		3.50		50,000		.97
$	5.00		50,000		1.22		5.00		50,000		1.22
$	6.50		50,000		1.47		6.50		50,000		1.47
$	8.00		50,000		1.72		8.00		50,000		1.72
$	0.60		7,800,000		1.50		0.60		7,800,000		1.50
$	0.56		175,000		3.50		0.56		175,000		3.50
			8,175,000		1.54		.073		8,175,000		1.54

	Number of Warrants			Weighted Average Price Per Share
Outstanding at December 31, 2007		200,000		$	5.75
Granted		16,375,000			0.60
Exercised		--			--
Canceled or expired		(8,400,000	)		0.60
Outstanding at December 31, 2008		8,175,000			0.73
Granted		--			--
Exercised		--			--
Canceled or expired		--			--
Outstanding at December 31, 2009		8,175,000			0.73
Granted		--			--
Exercised		--			--
Canceled or expired		--			--
Outstanding at December 31, 2010		8,175,000			0.73

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Kevin Hauser (1) President, CEO, Acting CFO and Director		2010		--		--		--			--		--		--		--		--
		2009		--		--		270,343	(3)		--		--		--		--		270,343
Milton Hauser(2)		2010		--		--		--			--		--		--		--		--
		2009		--		--		70,593	(4)		--		--		--		--		70,593