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)~~"Acquirer”), a Nevada corporation and a wholly owned subsidiary of Bio-Solutions, OmniMed 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~~1,979 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"~~(“MedeFile”, the “Company”, “we”, “us”, or ~~"the Company"~~“our”).

On October 8, 2012, the Company effected a 5,000-to-1 reverse split of its common stock. All share amounts in this report reflect the reverse stock split unless otherwise indicated.

MedeFile International, Inc., through its MedeFile, Inc. subsidiary, has developed and globally markets a proprietary, patient-centric, Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s actual medical records. ~~Medefile's~~MedeFile's goal is to 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 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.

Since the beginning of modern medicine, information about a patient's history, testing, treatment and care have been key factors in the provision and delivery of quality healthcare. Medical record information takes many forms, such as the patient's diagnosis, treatments, surgeries, medications, allergies, x-rays, and test results. The usage of medical record information has dramatically increased over the past two decades due to factors such as the complex reimbursement structure in the United States healthcare system, an ever more litigious society, and increased patient awareness.

Every patient visit generates a medical record. Today, this information is largely contained in a paper-based patient medical record. A patient's medical records are usually stored in physicians' offices as well as other healthcare facilities the patient has visited. A record that tracks a patient's medical treatment over time is called a “longitudinal record.”

In today's healthcare environment, access to hospital-based medical records by patients and other authorized parties (e.g., insurance companies, attorneys, etc.) is controlled by Release of Information (ROI) policies and procedures. ROI processes are based on the premise that patients have a right to access their medical records and that they must specifically designate any other party to whom their medical information can be released. ROI policies and procedures are based on the following laws and policies: the federal Health Insurance Portability and Accountability Act (HIPAA), various state laws, and the policies and professional practice guidelines set forth by the American Health Information Management Association (AHIMA).

Congress passed the Health Insurance Portability & Accountability Act (HIPAA) in 1996. The purpose of HIPAA is to prevent fraud in the healthcare industry and to protect confidential patient information. HIPAA standardizes and provides enforcement mechanisms for ROI rules and guidelines to protect personal healthcare information. HIPAA effects entities involved with electronic health care information--including health care providers, health plans, employers, public health authorities, life insurers, clearinghouses, billing agencies, information systems vendors, service organizations, universities, and even single-physician offices. The final version of the HIPAA Privacy regulations was issued in December 2000, and went into effect on April 14, 2001. A two-year "grace" period was included; enforcement of the HIPAA Privacy Rules began on April 14, 2003.

In addition, in 2009, the Health Information Technology for Economic and Clinical Health Act (HITECH Act) legislation was created to stimulate the adoption of electronic health records (EHR) and supporting technology in the United States. President Obama signed HITECH into law on February 17, 2009 as part of the American Recovery and Reinvestment Act of 2009 (ARRA), an economic stimulus bill. The HITECH Act continues the effort of the Health Insurance Portability and Accountability Act (HIPAA) to encourage movement to electronic patient records and to deliver stricter data protection regulations for more secure patient privacy. The HITECH act stipulates that, beginning in 2011, healthcare providers will be offered financial incentives for demonstrating meaningful use of electronic health records (EHR). Incentives will be offered until 2015, after which time penalties may be levied for failing to demonstrate such use. The Act also establishes grants for training centers for the personnel required to support a health IT infrastructure.

MedeFile is a Business-to-Business and a Business-to-Consumer subscription service. MedeFile is designed to create a "cradle to grave" longitudinal record for each of its members by retrieving and consolidating copies of their medical records. When the records are received, the MedeFile system consolidates them into a single medically correct format. The records are then stored in ~~Medefile's~~MedeFile's MedeVault, a secure repository that can be accessed by MedeFile members 24 hours a day, 7 days a week. Because of the unique security procedures incorporated into the MedeFile system through SecuroMed, the member is the only person to access or give permission to access their records.

A complete MedeFile iPHR is comprised of copies of the member's actual medical records as well as a Digital Health Profile (DHP), which is an overview of the patient's and his family's medical history. In addition, every Premium MedeFile member and MedeOne member receives a MedeDrive, an external USB drive which stores all of a patient's Emergency Medical Information as well as a copy of the member's MedeFile.

Upon becoming a MedeFile member, each individual will receive a Membership / Emergency Medical Information (EMI) Card which contains instructions on how to contact MedeFile in order to retrieve the member's medical records.

A part of a member's MedeFile is their Digital Health Profile (DHP). This form is completed by the patient in order to provide a summary of the patient's healthcare history which assists healthcare providers in understanding the patient's course of medical treatment. This document, along with Advanced Directives and medical record copies, complete the documents contained in the patient's MedeFile.

The MedeDrive is an external USB drive which stores all of a patient's Emergency Medical Information and their MedeFile which can be viewed on a personal computer. MedeDrive self loads its own viewer, so no special program or software is required. The MedeDrive easily plugs into any PC USB port on most Windows-based computers built in the last four years. (Macintosh version is currently unavailable). The MedeDrive USB key can be updated easily and as frequently as the member desires at no additional cost.

The MedeVault is designed to serve as an electronic data and document repository that incorporates state-of-the-art security features in order to prevent unauthorized access to a patient's records. Access to the MedeVault is provided through an encrypted connection to a web service run by MedeFile. This connection is provided by Secure Sockets Layer (SSL) technology.

MedeMinder is MedeFile’s reminder service. The member tells us when and where to call, and we automatically contact the member day or night with an appropriate reminder, spoken by real people. The member can even choose the voice they want to hear. MedeMinder helps insure the member will not miss an appointment or forget to take their medication.

SecurMed is designed to serve as an authentication process that protects against any information being viewed by unauthorized persons.

MedeFile’s Quality of Care Program is a unique marketing initiative providing for MedeFile to partner on a revenue-sharing basis with established medical practitioners, physician groups and hospitals to educate patients on the benefits and advantages of adopting the MedeFile system as their Personal Health Record solution. Studies have shown that consumers are more interested in adopting a PHR offered by their healthcare provider than any other source.

MedeFile believes that its iPHR platform can serve as a highly effective patient portal and practice integration tool that addresses the need for practitioners to meet Stage 2 “meaningful use” standards required for qualifying for federal incentive payments pursuant to the HITECH Act. Stage 2 of the HITECH Act, which begins October 2012, stipulates that 20% of the patient populations of eligible providers must have the ability to electronically view and download their health information – including diagnostic test results, physician’s notes, medication lists and medication allergies, via a web-based portal within 36 hours of being seen by the eligible providers. With the Quality of Care Program, healthcare providers can establish an elevated patient-centric standard of care and economically benefit from increased clinical efficiencies, government “meaningful use” incentives and their financial stake in the successful marketing of MedeFile’s iPHR solution to their patient populations.

Introduced in 2012, MedePro is a medical record retrieval and document management solution created specifically by MedeFile for legal and insurance professionals.

Medical record retrieval and document management play critical roles in helping plaintiff or defense counsels build, support and win their cases, be them mass tort, malpractice, personal injury, product liability, workers’ compensation or other types of health- or medical-related litigation. However, the sheer cost, manpower and time required to request, retrieve and manage what is typically hundreds, if not thousands, of records can be overwhelming. Upon engagement, MedeFile’s highly competent MedePRO customer service agents and our proprietary electronic retrieval system go to work contacting case-related healthcare providers nationwide to collect copies of all actual medical records and files – including actual notes, EKGs, X-rays, MRIs, labs, et al. Then, using a secure, double encrypted process, MedeFile consolidates, digitizes, indexes, paginates, Bates stamps, stores and protects the records in the MedeVault, MedeFile’s proprietary, highly secure, redundant electronic depository which can only be accessed by authorized individuals.

Retrieved medical records can be searched and viewed online through MedeFile’s secure online portal from anywhere on Earth using an Internet-enabled desktop computer or mobile computing device. In addition, individual and/or collective documents can also be downloaded, shared with co-counsels (essential for large mass tort cases), and copied to a MedeDrive, a proprietary USB thumb drive ideal for portability and convenient and economical long term storage.

The MedePRO solution may also be seamlessly integrated into a law firm’s case management system to facilitate real-time, one-click status checks of requested records, helping to expedite case discovery and complex trial preparation.

In collaboration with medical insurance providers and with proper authorization, MedePRO enables the expeditious, secure retrieval and management of all actual medical records and files from a patient’s current and former care providers. Records received are then digitized, indexed, coded and stored in the MedeVault, from which case managers can access, view, share and download a patient’s comprehensive, longitudinal personal health record from any web-enabled device. Further, MedePRO’s online record order tracking system allows case managers to view real-time status reports on a 24/7 basis. Insurance professionals can also tap the power and convenience of MedePRO for the purpose of analyzing medical claims or investigating and adjudicating medical identity theft and fraud.

As of December 31, ~~2011,~~2012, MedeFile had approximately ~~20,000~~20,238 members. The Company’s marketing strategy includes issuing trial memberships on several levels.

MedeFile employs the following marketing strategies to generate awareness of MedeFile's products and services: direct sales, direct mail, public relations campaigns, speaking engagements by MedeFile's executive officers, participation in trade shows, and alliances and partnerships with third parties.

~~Medefile's~~MedeFile's marketing strategy will target the following types of organizations: Health Maintenance Organizations; Preferred Provider Organizations; law practices, managed care organizations; insurance companies; trade unions; large affinity groups, such as AARP; large and medium-sized self-insured corporations; nursing homes and assisted living facilities; and Internet users.

In particular, the MedeFile service is designed to be sold in several distinct ways:

MedeFile will use and continue to update the most advanced security measures available. Data transmitted between Web browsers and Web servers over the Internet using TCP/IP is generally susceptible to unauthorized interception. To protect sensitive data, the most common method of protection is data encryption. MedeFile will use the industry standard Secure Sockets Layer (SSL), which is a mechanism to secure Internet traffic so that it cannot be intercepted. SSL utilizes digital certificates to verify the identity and integrity of a web site (such as MedeFile) and to protect the security of transactions by certifying their source and destination.

There are other companies working in the medical information technology arena such as GE Healthcare, Bio-Imaging Technologies, and Cyber Records. Some competing companies offer a USB key for medical record storage, but require the customer to provide or "self-populate" the information to be stored. The information in a self-populated record is limited and is only as accurate as the individual's memory and understanding of their health condition. Other companies expect each customer to obtain their own medical records from their various healthcare providers. Some offer a CD-Rom for record storage. Usually, the CD-Rom cannot be updated with any changes to an individual's medical status or treatment. Therefore, a new CD-Rom needs to be obtained from that company in order for the individual to have the most current, accurate information regarding their health. There are companies that are solely web-based that do not provide the customer the capability to have a copy of their records. In this case, an Internet connection is required to view stored documents. In addition, there are companies that do not concentrate on digitizing an individual's medical records but on converting medical facilities' records from paper to electronic format.

The advantage to being a MedeFile member is that MedeFile gathers, consolidates, organizes and securely stores each member's actual medical records on their behalf. The MedeFile membership includes a Digital Health Profile (DHP) which contains the member's general health history, emergency contacts, doctor contacts, family medical history, allergies, medications, and current conditions. A MedeFile membership also includes a MedeDrive which easily plugs into any PC USB port on most Windows-based computers built in the last four years. (Macintosh version is currently unavailable). The MedeDrive contains the member's emergency medical information that can be easily accessed by emergency care personnel, and the client's actual medical records which are stored in a secure area of the subscriber's MedeFile. The MedeDrive USB key can be updated easily and as frequently as the member desires at no additional cost.

From our inception through the period ended December 31, ~~2011,~~2012, we have primarily relied on the services of outside consultants. As of December 31, ~~2011,~~2012, MedeFile had a total of 4 full time employees and 4 consultants.

The employees are covered by employment agreements, and we believe our relations with our employees isare favorable.

YOU SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS TOGETHER WITH OUR CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT. SOME OF THE INFORMATION CONTAINED IN THIS DISCUSSION AND ANALYSIS OR SET FORTH ELSEWHERE IN THIS ANNUAL REPORT, INCLUDING INFORMATION WITH RESPECT TO OUR PLANS AND STRATEGIES FOR OUR BUSINESS, INCLUDES FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. YOU SHOULD REVIEW THE "RISK FACTORS" SECTION OF THIS REPORT FOR A DISCUSSION OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE RESULTS DESCRIBED IN OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD SUFFER.

We have experienced a net loss of ~~$2,079,374,~~$11,404,925, for the year ended December 31, ~~2011.~~2012. As of December 31, 2012, we have an accumulated deficit of $29,123,348. The accompanying consolidated financial statements have been prepared contemplating a continuation of the Company as a going concern.

In the event that cash flow from operations is less than anticipated and we are unable to secure additional funding to cover our expenses, in order to preserve cash, we would be required to reduce expenditures and effect reductions in our corporate infrastructure, either of which could have a material adverse effect on our ability to continue our current level of operations. To the extent that operating expenses increase or we need additional funds to make acquisitions, develop new technologies or acquire strategic assets, the need for additional funding may be accelerated and there can be no assurances that any such additional funding can be obtained on terms acceptable to us, if at all. If we were not able to generate sufficient capital, either from operations or through additional debt or equity financing, to fund our current operations, we would be forced to significantly reduce or delay our plans for continued research and development and expansion. This could significantly reduce the value of our securities.

The market for digitization of medical records is emerging. Our success will depend on acceptance of digital technology for use in and maintaining and accessing medical records by individuals and healthcare providers, as well as the success of the commercialization of the MedeFile products and services. Presently, it is difficult to assess or predict with any assurance the potential size, timing and viability of market opportunities for our technology in this market. The healthcare records market sector is well established with entrenched competitors with whom we must compete.

Our growth strategy is subject to related risks, including pressure on our management and on our internal systems and controls. Our planned growth will require us to invest in new, and improve our existing, operational, technological and financial systems and to expand, train and retain our employee base. Our failure to effectively manage our growth could have a material adverse effect on our future financial condition. In addition, due to our lack of operating experience we may have difficulty in managing our growth.

We currently have limited sales, marketing and distribution capabilities. As a result, we may be forced to depend on collaborations or agreements with third parties that have established distribution systems and direct sales forces. To the extent that we enter into co-promotion or other licensing arrangements, our revenues will depend upon the efforts of third parties, over which we may have little or no control.

We may acquire additional businesses, technologies and products if we determine that these additional businesses, technologies and products complement our existing business or otherwise serve our strategic goals. If we do undertake transactions of this sort, the process of integrating an acquired business, technology or product may result in operating difficulties and expenditures and may absorb significant management attention which would otherwise be available for ongoing development of our business. Moreover, we may never realize the anticipated benefits of any acquisition. Future acquisitions could result in potentially dilutive issuances of our securities, the incurrence of debt and contingent liabilities and amortization expenses related to intangible assets, which could adversely affect our results of operations and financial condition.

Our common stock is not registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and we do not intend to register our common stock under the Exchange Act for the foreseeable future (provided that, we will register our common stock under the Exchange Act if we have, after the last day of our fiscal year, more than 500 shareholders of record and $10 million in assets, in accordance with Section 12(g) of the Exchange Act). As a result, although we are required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act, as long as our Common Stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission (“SEC”) a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our Common Stock is not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding Common Stock will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5 respectively. Such information about our directors, executive officers, and beneficial holders will only be available through periodic reports we file under the Exchange Act or registration statements we file under the Securities Act. Furthermore, so long as our Common Stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

No cash dividends have been paid on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors.

Our future capital requirements will depend on many factors, including cash flow from operations, progress in our present operations, competing market developments, and our ability to market our products successfully. It may be necessary to raise additional funds through equity or debt financings. Any equity financings could result in dilution to our then-existing stockholders. Sources of debt financing may result in higher interest expense. Any financing, if available, may be on terms unfavorable to us. If adequate funds are not obtained, we may be required to reduce or curtail operations.

Our board of directors has the right, without stockholder approval, to issue preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect the voting power and equity interest of the holders of common stock, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change of control. The possible negative impact on takeover attempts could adversely affect the price of our common stock.

This annual report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this annual report as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this annual report as the Exchange Act.statements. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project" and similar expressions as they relate to us or our management. When we make forward-looking statements, we are basing them on our management's beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this annual report. Factors that can cause or contribute to these differences include those described under the headings "Risk Factors" and "Management Discussion and Analysis ~~and Plan~~ of ~~Operation.~~Financial Condition."

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.33431. The current lease isexpires June 2013. The following table sets forth our rent payments for ~~a term of 24 months.~~the last two fiscal years.

From time to time, the Company may become involved in litigation relating to claims arising out of it operations in the normal course of business. We are not currently involved in any legal proceedings or litigation and, to the best of knowledge, no governmental authority is contemplating any proceeding in which we are a party or to which any of our properties is subject, which would reasonable be likely to have a material adverse effect on the Company,

Our common stock is quoted on the OTCQB under the symbol MDFI. Prior to February 23, 2011, our common stock was quoted on the OTC Bulletin Board under the symbol MDFI.

The above prices are believed to reflect representative inter-dealer quotations, without retail markup, markdown or other fees or commissions, and may not represent actual transactions.

As of March ~~30, 2012,~~31, 2013, there were approximately ~~1065~~1,073 holders of record of the Company's common stock.

We do not currently pay any cash dividends on our common stock, and we currently intend to retain any future earnings for use in our business. Any future determination as to the payment of cash dividends on our common stock will be at the discretion of our Board of Directors and will depend on our earnings, operating and financial condition, capital requirements and other factors deemed relevant by our Board of Directors. There are no restrictions in the Company's articles of incorporation or bylaws that prevent the Company from declaring dividends. The Nevada Revised Statutes, however, do prohibit the Company from declaring dividends where, after giving effect to the distribution of the dividend:

The declaration of dividends on our common stock also may be restricted by the provisions of credit agreements that we may enter into from time to time.

~~It should be noted that this~~This Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain "forward-looking statements." The terms "believe," "anticipate," "intend," "goal," "expect," and similar expressions may identify forward-looking statements. These forward-looking statements represent the Company's current expectations or beliefs concerning future events. The matters covered by these statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including customer acceptance of new products, the impact of competition and price erosion, as well as other risks and uncertainties. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation that the strategy, objectives or other plans of the Company will be achieved. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as may be required under applicable securities laws, we undertake no duty to update this information. More information about potential factors that could affect our business and financial results is included in the section entitled "Risk Factors"

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, OmniMed 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~~issued 1,979 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 International, Inc., through its MedeFile, Inc. subsidiary, has developed and globally markets a proprietary, patient-centric, Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s actual medical records. Our goal is to revolutionize the medical industry by bringing patient-centric digital technology to the business of medicine. We ~~intend~~will seek to accomplish ~~its~~this 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. Our products and services are designed to provide 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.

Interoperable with most electronic medical record systems utilized by physician practices, clinics, hospitals and other care providers, the highly secure, feature-rich MedeFile iPHR solution has been designed to gather all of its members’ actual medical records on behalf of each member, and create a single, comprehensive ~~electronic Personal~~Electronic Health Record ~~(PHR)~~(EHR). The member can access his/her records 24-hours a day, seven days a 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 ~~MedeDrive~~MedeFile flash drive/keychain or branded UBS-bracelet.

By subscribing to the MedeFile system, ~~not only do~~ members can empower themselves to take control of their own health and well-being ~~they~~as well as 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~~benefit from knowing that their medical records are protected from fire, natural disaster, document misplacement or the closing of a medical or dental practice.

Revenues for the year ended December 31, ~~2011~~2012 totaled ~~$495,451~~$39,217 compared to revenues of ~~$133,869 for~~$495,451 during the year ended December 31, ~~2010.~~2011. The ~~increase~~decrease in membership revenue is primarily related to ~~an increase~~a decrease in the amount of members and medical record reimbursement revenue received from members. Medical record reimbursement revenue is a dollar for dollar reimbursement for charges from ~~member’s~~members’ doctors for sending updated medical records to MedeFile. The off-setting expense is charged to selling general and administrative expense. ~~In 2010, the~~The Company ~~increased~~has decreased its marketing and advertising efforts asthrough a previously used telemarketing campaign. As a result, there has been a substantial ~~increase~~decrease in memberships over the previous period. Revenues received from memberships are recognized through the period of the membership, and, therefore, revenue recognized represents a fraction of the membership in the quarter being reported.

Selling, general and administrative expenses for the year ended December 31, ~~2011~~2012 totaled ~~$1,855,825, an increase~~$1,189,982, a decrease of ~~$721,454,~~$666,642 or approximately ~~63.6%,~~35.9% compared to selling, general and administrative expenses of ~~$1,134,371~~$1,855,825 for the year ended December 31, ~~2010. The overall increase~~2011. Overall there was a decrease in the total selling, general and administrative which is primarily due to ~~increased~~decreased costs associated with ~~attracting new members, sales~~a previously used telemarketing campaign and business development expenses.

On April 10, 2012 there was an expense totaling $9,792,000 for the issuance of 1,632,000 shares, valued based on a closing price of $6.00 per share to the CEO in relation to an anti-dilution agreement. The shares issued to the CEO are treated as compensation under GAAP accounting.

Marketing expense for the year ended December 31, ~~2011~~2012 totaled ~~$524,301, an increase of $353,813, or approximately 207.5%~~$0, compared to ~~$170,488~~$524,301 for the year ending December ~~31.~~31, 2011. The ~~increased~~decrease in marketing expense was due to ~~more aggressive~~decreased use of lead generation for ~~new members. In the first six months of 2011, the~~telemarketing efforts. The Company ~~largely~~ relied on one source for generation of leads through the Company’s telemarketing efforts to increase revenues through heavily discounted trial memberships; however, in July 2011, MedeFile terminated its telemarketing effort in favor of redirecting its marketing emphasis on the pursuit of major wholesale sales opportunities with large medical institutions, trade unions, affinity groups and insurance companies, among others.efforts.

Depreciation expense totaled ~~$10,086~~$8,749 for the year ended December 31, ~~2011,~~2012, compared to depreciation expense of ~~$14,174~~$10,086 during the year ended December 31, ~~2010.~~2011. The decrease in depreciation was due to some assets being fully depreciated.

Amortization expense for the year ended December 31, ~~2011~~2012 totaled ~~$20,983,~~$20,982, compared to ~~$15,735~~$20,983 for the year ended December 31, ~~2010.~~2011. Amortization expense is the expensing of the website development through May 2013. Amortization began in the second quarter of 2010 and is expensed at $5,245 per quarter over a three-year period.

For the reasons stated above, our net loss for year ended December 31, ~~2011~~2012 was ~~$2,079,374,~~$11,404,925, or ~~$0.00~~$1.47 per share, a decrease of ~~$383,352,~~$9,849,058, compared to a net loss of ~~$2,492,310,~~$1,555,867, or ~~$0.00~~$2.09 per share, during the year ended December 31, ~~2010.~~2011.

As of December 31, ~~2011,~~2012, we had cash and cash equivalents of ~~$198,173,~~$234,356, inventory of ~~$53,925,~~$55,458, merchant services reserve of ~~$62,530,~~$64,319, prepaid insurance of $998 and accounts receivable of ~~$617 and prepaid insurance of $1,055.~~$391. Net cash used in operating activities for the year ended December 31, ~~2011~~2012 was approximately ~~$1,563,479.~~$1,101,817. Current liabilities of ~~$190,099~~$5,761,343 consisted of ~~$180,244~~$138,211 for accounts payable and accrued liabilities, ~~and~~ deferred revenues of ~~$9,855.~~$4,313 and warrant liabilities of $5,618,819. We have a net negative working capital of ~~$126,201.~~

The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of ~~$2,079,374~~$11,404,925 for the year ended December 31, 2012 and $1,555,867 for the year ended December 31, 2011 and ~~$2,492,310 for the year ended December 31, 2010, and~~ had an accumulated deficit of ~~$18,241,930~~$29,123,348 as of December 31, ~~2011.~~2012. The Company ~~had~~has a net negative working capital of ~~$126,201~~$5,405,821 as of December 31, ~~2011.~~2012.

The Company currently estimates that it will require approximately $420,000 to continue its operations for the next twelve months. 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 and conditions in the U.S. stock and debt markets 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

We do not have any off balance sheet arrangements as of December 31, ~~2011~~2012 or as of the date of this report.

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities.

We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policy involves the most complex, difficult and subjective estimates and judgments:

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) 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 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.

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.

~~In May 2011, FASB~~On January 1, 2012, the Company adopted changes issued ~~ASU 2011-04 “Fair Value Measurement (Topic 820): Amendments~~by the Financial Accounting Standards Board (FASB) to ~~Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The amendments in this update result in common~~conform existing guidance regarding fair value measurement and disclosure ~~requirements in U.S.~~between 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 amendmentsInternational Financial Reporting Standards. These changes both clarify the ~~Board’s~~FASB’s intent about the application of existing fair value measurement ~~requirements. Other amendments change a particular principle~~and disclosure requirements and amend certain principles or ~~requirement~~requirements for measuring fair value or for disclosing information about fair value measurements. ~~For public entities,~~The clarifying changes relate to the ~~new guideline is effective~~application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, and disclosure of quantitative information about unobservable inputs used for ~~interim~~Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and ~~annual periods beginning after December 15, 2011~~discounts in a fair value measurement; and ~~should~~additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity’s use of a nonfinancial asset in a way that differs from the asset’s highest and best use, and the categorization by level in the fair value hierarchy for items required to be ~~applied prospectively. The Company does not expect that~~measured at fair value for disclosure purposes only. Other than the ~~guidance effective in future periods will have a material~~additional disclosure requirements, the adoption of these changes had no impact on the ~~financial statements.~~Consolidated Financial Statements.

~~In May 2011,~~On January 1, 2012, the Company adopted changes issued by the FASB ~~issued ASC Update No. 2011-05, Comprehensive Income (Topic 820): Presentation~~to the presentation of ~~Comprehensive Income. Update No. 2011-05 requires that~~comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, ~~items~~and the components of other comprehensive income ~~and total~~either in a single continuous statement of comprehensive income ~~be presented~~or in ~~one continuous statement or~~ two separate but consecutive ~~statements. The amendments in this Update also require that reclassifications from~~statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income ~~be presented on~~were not changed. Additionally, no changes were made to 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~~calculation and presentation of ~~reclassifications on~~earnings per share. Management elected to present the ~~face of~~two-statement option. Other than the ~~financial statements, which has been deferred by~~change in presentation, the FASB under ASC Update No. 2011-12, Comprehensive Income (Topic 820): Deferral of the Effective Date for Amendments to the Presentation of 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.~~

Depreciation is calculated by using the straight-line method over the estimated useful life. Depreciation expense totaled ~~$10,086~~$8,749 and ~~$14,174~~$10,086 for the ~~year~~years ended December 31, 2012 and 2011, respectively.

In connection with certain securities purchase agreements entered into during the third quarter 2011 and ~~2010, respectively.~~the second quarter 2012 (see Note 6), the Company granted warrants with ratchet provisions. The warrants expire date of four years from the date of grant. During the first two years of grant, if the Company issues any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price will be adjusted to equal the average price per share received by the Company for the additional shares issued. After the first two years, if the Company issues any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price will be adjusted using a formula based on the existing exercise price, the outstanding shares before and after the issuance of such shares, and the average price during the issuance of such shares. In addition to the exercise price adjustment, the number of shares upon exercise of the warrants are also subject to adjustment.

Upon grant, the Company assesses the fair value of the warrants using the Black Scholes pricing model and records a warrant liability for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the warrant liability to the new value, and records a corresponding gain or loss. (see Note 6 for variables used in assessing the fair value). The Company uses expected volatility based primarily on historical volatility using weekly pricing observations for recent periods that correspond to the expected life of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates.

Due to the ratchet provisions, the Company treats the warrants as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock.

As of December 31, 2012, these warrants include the following:

Warrants granted during July 2011 in connection with the sale of 35,461 shares of common stock with the right to originally purchase up to 35,461 shares of the Company’s common stock with an original exercise price of $2.50. Due to the issuance of the Company’s common stock in April 2012, the exercise price was adjusted to $0.50 and the number of shares to 1,773,050. Fair value was determined using the following variables:

Warrants granted during April 2012 in connection with the sale of 100,000 shares of the Company’s preferred stock to a significant shareholder and brother of the Chief Executive Officer with the right to purchase up to 200,000 shares of the Company’s common stock with an exercise price of $0.50. Fair value was determined using the following variables:

Warrants granted during April 2012 in connection with the sale of 1,000,000 shares of the Company’s common stock with an exercise price of $0.50.

Change in fair market value of warrant liability resulted in a gain (loss) totaling $429,131 and $(523,507) for the years ended December 31, 2012 and 2011, respectively.

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. The shares were issued on July 20, 2010.

During the first quarter 2011, the Company entered into a Securities Purchase Agreement, pursuant to which itthe Company sold ~~201,000,000~~40,200 shares of common stock at a purchase price of ~~$0.003~~$15.00 per share. Total proceeds from the sale of the stock totaled $603,000.

On March 31, 2011, the Company issued ~~9,375,000~~1,875 shares of common stock for amounts due to consultant. The shares had a market value of $37,500.

On April 29, 2011, the Company issued ~~7,653,061~~1,531 shares of common stock for amounts due to a consultant. The shares had a market value of $32,143.

On May 11, 2011, the Company issued ~~10,000,000~~2,000 shares of common stock for amounts due to consultants. The shares had a market value of $70,000.

During the first quarter 2011, the Company entered into a Securities Purchase Agreement ~~pursuant to which it sold 45,000,000~~for the sale of 9,000 shares of common stock at a purchase price of ~~$0.003~~$15.00 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~~9,000 shares of common stock were issued.

On June 3, 2011, the Company received $24,000 infrom proceeds ffrom a Securities Purchase Agreement for the purchase of ~~8,000,000~~1,600 shares of common stock. ~~The~~On March 15, 2012 the Company issued the 1,600 shares of common stock ~~is currently unissued~~in accordance with the Securities Purchase Agreement and ~~$24,000 is recorded as a~~the shares of common stock ~~payable.~~were issued against the remaining balance in Stock Payable.

During the third quarter of 2011, the Company entered into a Securities Purchase Agreement pursuant to which it sold ~~177,304,960~~35,461 shares of common stock at a purchase price of ~~$0.00282~~$14.10 per share for cash of $500,000.

On August 1, 2011, the Company issued ~~11,029,421~~2,206 shares of common stock for amounts due to consultant. The shares had a market value of $33,088.

On November 1, 2011, the Company issued ~~46,875,000~~9,375 shares of common stock for amounts due to consultants. The shares had a market value of ~~$42,187.50.~~$42,187.

On March 1, 2012, the Company issued 10,714 shares of common stock to a consultant. The market value of the shares was $42,859,

On April 18, 2012, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with accredited investors (the “Investors”) pursuant to which, on April 18, 2012, the Company sold 1,000,000 shares of common stock for an aggregate purchase price of $500,000, and the Company issued four-year warrants to purchase 1,000,000 shares of common stock to the Investors with an exercise price of $0.50. The Investors were purchasers under the Company’s Securities Purchase Agreements entered into in July 2011.

On April 23, 2012, the Company issued an aggregate of 7,980,133 shares of common stock to certain shareholders of the Company, in accordance with anti-dilution rights held by such shareholders, including 5,383,594 shares to Lyle Hauser valued at par $539, 1,632,000 shares to Kevin Hauser valued at fair market value for compensation expense of $9,792,000, and 964,539 shares valued at par $96 to purchasers under Securities Purchase Agreements entered into by the Company in July 2011. Lyle Hauser is the Company’s largest shareholder and the brother of Kevin Hauser, the Company’s chief executive officer.

On May 15, 2012, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with accredited investors (the “Investors”) pursuant to which, on May 15, 2012, the Company sold 600,000 shares of common stock for an aggregate purchase price of $300,000, and the Company issued four-year warrants to purchase 600,000 shares of common stock to the Investors with an exercise price of $0.50. The Investors were purchasers under the Company’s Securities Purchase Agreements entered into in July 2011.

On June 26, 2012, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with accredited investors (the “Investors”) pursuant to which, on June 26, 2012, the Company sold 200,000 shares of common stock for an aggregate purchase price of $100,000, and the Company issued four-year warrants to purchase 200,000 shares of common stock to the Investors with an exercise price of $0.50. The Investors were purchasers under the Company’s Securities Purchase Agreements entered into in July 2011. The Company issued 100,000 shares on July 18, 2012 and the remaining 100,000 shares on November 14, 2012.

On July 16, 2012, the Company issued 24,000 shares of common stock to a consultant in the amount of $60,000.

On August 24, 2012, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which, the Company sold 500,000 shares of common stock for an aggregate purchase price of $250,000.

On April 10, 2012, the Company filed a certificate of designation of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of Nevada, pursuant to which 100,000 shares of the Company’s preferred stock were designated as Series B Convertible Preferred Stock (the “Series B Preferred Stock”). Pursuant to the Series B Certificate of Designation, the Series B Preferred Stock:

On April 12, 2012, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Lyle Hauser (the “Preferred Stock Investor”). Lyle Hauser is the Company’s largest shareholder and the brother of Kevin Hauser, the Company’s chief executive officer. Pursuant to the Purchase Agreement, on April 12, 2012, the Company sold 100,000 shares of Series B Preferred Stock to the Preferred Stock Investor for an aggregate purchase price of $100,000, and the Company issued four-year warrants to purchase 200,000 shares of common stock to the Preferred Stock Investor with an exercise price of $0.50. Pursuant to the Purchase Agreement, the Preferred Stock Investor agreed to vote its shares of Series B Preferred Stock to approve an amendment to the Company’s articles of incorporation to increase the Company’s authorized shares of common stock to 75,000,000,000.

On April 23, 2012, 100,000 Series B Preferred shares were converted to 200,000 shares of common stock

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~~2,000 shares of common Stock for issuance. Under the 2006 Incentive Stock, the Board has granted an aggregate of ~~5,640,000~~1,128 options to employees pursuant to certain employment agreement that are more fully described below: As of December 31, 2011 all options have expired.

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.

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 all Plans as of December 31, ~~2011,~~2012, and changes during the period then ended are presented below:

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. For the years ended December 31, ~~2011~~2012 and ~~2010,~~2011, the Company recorded no compensation expense related to options.

~~The~~During the first quarter of 2008 the Company awarded ~~175,000~~35 Common Stock warrants, at an exercise price of ~~$0.56 per~~$2,800.00per share, to former 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:

On June 22, 2011, the Company awarded ~~10,000,000~~2,000 Common Stock warrants, at an exercise price of ~~$0.01~~$50.00 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 listed below:

On ~~May 10, 2011, Medefile International, Inc.~~April 12, 2012, the Company entered into a securities purchase agreement (the ~~“Company”~~“Purchase Agreement”) with Lyle Hauser (the “Preferred Stock Investor”). Lyle Hauser is the Company’s largest shareholder and the ~~Company’s Chief Executive Officer,~~brother of Kevin Hauser, ~~executed~~the Company’s chief executive officer. Pursuant to the Purchase Agreement, on April 12, 2012, the Company sold 100,000 shares of Series B Preferred Stock to the Preferred Stock Investor for an aggregate purchase price of $100,000, and the Company issued four-year warrants to purchase 200,000 shares of common stock to the Preferred Stock Investor with an exercise price of $0.50. Pursuant to the Purchase Agreement, the Preferred Stock Investor agreed to vote its shares of Series B Preferred Stock to approve an amendment ~~effective as of March 26, 2011,~~ to the ~~employment agreement dated December 10, 2008, by and between Mr. Hauser and~~Company’s articles of incorporation to increase the ~~Company. Mr. Hauser agreed~~Company’s authorized shares of common stock 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 $116,000.75,000,000,000.

7.On April 23, 2012, the Company issued an aggregate of 7,980,133 shares of common stock to certain shareholders of the Company, in accordance with anti-dilution rights held by such shareholders, including 5,383,594 shares to Lyle Hauser, 1,632,000 shares to Kevin Hauser, and 964,539 shares to purchasers under Securities Purchase Agreements entered into by the Company in July 2011. Lyle Hauser is the Company’s largest shareholder and the brother of Kevin Hauser, the Company’s chief executive officer.

On ~~March 1, 2012,~~January 20, 2013, the Company ~~issued 53,571,429~~entered into and closed a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 200,000 shares of common stock ~~to a consultant. The market value~~for an aggregate purchase price of ~~the shares was $42,859,~~$100,000.

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~~Financial 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~~Financial 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~~Financial 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,~~and financial ~~and accounting~~ officer, have evaluated the effectiveness of our internal control over financial reporting as of December 31, ~~2011~~2012 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, ~~2011,~~2012, 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.

Our management, including our Chief Executive Officer (Principal Executive ~~Financial~~ and ~~Accounting~~Financial 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

The following tables set forth certain information with respect to our directors and officers. The following persons serve as our directors and executive officers:

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.

Mr. Hauser was also instrumental in the conception and commencement of MedeFile’s Quality of Care program, a strategic physician-focused initiative designed to educate patients on the 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~~Hauser 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 the securities industry, working primarily at Raymond James Financial Services. In 1996, he established a branch office for Raymond James in New York City’s Wall Street district, which rapidly became one of the firm’s top producing branches in the country. Earning placement in Raymond James’ President Club, he was the youngest Independent Sales Associate to receive that honor at that time.

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.

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.

On December 10, 2008, ~~Medefile~~MedeFile entered into an employment agreement with Kevin Hauser pursuant to which 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 automatically extended for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement. Pursuant to his agreement, Mr. Hauser was entitled to receive an annual salary of $216,000. He was also 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. For the year ended December 31, 2010, the amount of $216,000 due under the employment agreement was accrued but unpaid.

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.

The 2006 Incentive Stock Plan has initially reserved ~~10,000,000~~2,000 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.

The 2008 Plan, as amended, reserved ~~750,000,000~~150,000 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.

The 2010 Plan has initially reserved ~~330,000,000~~66,000 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.

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, ~~2012.~~2013. 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.

(2) Applicable percentage ownership is based on ~~4,019,830,281~~11,813,189 shares of common stock outstanding as of ~~March 31, 2012,~~April 8, 2013, together with securities exercisable or convertible into shares of common stock within 60 days of ~~March 31, 2012~~April 8, 2013 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, 2012~~April 8, 2013 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 ~~896,312,500~~6,022,857 shares in his individual capacity and ~~93,318,750~~18,665 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.

On July 6, 2011, Kevin Hauser (the Company’s chief executive officer) (with respect to ~~300,000,000~~60,000 shares of common stock) and Lyle Hauser (the Company’s largest shareholder) (with respect to ~~989,631,250~~197,926 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.

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, ~~2011~~2012 and ~~2010~~2011 were as ~~follows [update for 2011.~~follows.

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, ~~2011~~2012 and ~~2010.~~2011.

Pursuant to the requirements of the Securities 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.

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

Large accelerated filero	Accelerated filero
Non-accelerated filero	Smaller reporting companyx þ


		Page
	PART I
Item 1	Business	3
Item 1A	Risk Factors	87
Item 1B	Unresolved Staff Comments	119
Item 2	Properties	119
Item 3	Legal Proceedings	1110
Item 4	Mine Safety Disclosures	1110
	PART II
Item 5	Market for Registrant’s Common Equity, Related ~~Shareholder~~Stockholder Matters and Issuer Purchases of Equity Securities	1210
Item 6	Selected Financial Data	1311
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1511
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	1614
Item 8	Financial Statements and Supplementary Data	F-1
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1715
Item 9A	Controls and Procedures	1715
Item 9B	Other Information	1816
	PART III
Item 10	Directors, Executive Officers, and Corporate Governance	1816
Item 11	Executive Compensation	1917
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2522
Item 13	Certain Relationships and Related Transactions, and Director Independence	2522
Item 14	Principal Accountant Fees and Services	2722
	PART IV
Item 15	Exhibits and Financial Statement Schedules	2723
	Signatures	2925

·	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~~the function of our products’ 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~~improve the quality of healthcare by enabling the patient to manage and access the information normally retained by doctors and other care providers.

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

	High		Low		High		Low
Quarter ended 03/31/10	$	0.0148	$	0.0046
Quarter ended 06/30/10	$	0.0093	$	0.0041
Quarter ended 09/30/10	$	0.0068	$	0.0036
Quarter ended 12/31/10	$	0.0075	$	0.0037
Quarter ended 03/31/11	$	0.005	$	0.0029	$	25.00	$	14.50
Quarter ended 06/30/11	$	0.0075	$	0.0037	$	37.50	$	18.50
Quarter ended 09/30/11	$	0.0044	$	0.0014	$	22.00	$	7.00
Quarter ended 12/31/11	$	0.0015	$	0.0001	$	7.50	$	0.50
Quarter ended 03/31/12					$	7.50	$	3.00
Quarter ended 06/30/12					$	8.00	$	1.50
Quarter ended 09/30/12					$	3.00	$	1.00
Quarter ended 12/31/12					$	1.75	$	0.30


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


·	We provide a coherent mix of services and products that are intended to ~~affect~~improve 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			December 31,
Assets	2012			2011
Current assets
Cash	$	234,356		$	198,173
Accounts receivable, net		391			617
Inventory		55,458			53,925
Merchant services reserve		64,319			62,530
Prepaid insurance		998			1,055
Total current assets		355,522			316,300
Website development, net of accumulated amortization		167,245			26,227
Furniture and equipment, net of accumulated depreciation		1,529			10,278
Intangibles		1,339			1,339
Total assets	$	525,635		$	354,144

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable and accrued liabilities	$	138,211		$	180,244
Deferred revenues		4,313			9,855
Derivative liability		5,618,819			111,636
Total Current Liabilities		5,761,343			301,735


Stockholders' Equity (Deficit)
Preferred stock, $.0001 par value: 10,000,000 authorized,
no shares issued and outstanding		-			-
Common stock, $.0001 par value: 100,000,000 authorized;
11,413,189 and 791,653 shares issued and outstanding on
December 31, 2012 and December 31, 2011, respectively		1,141			79
Common stock payable		-			24,000
Additional paid in capital		23,886,499			17,746,753
Accumulated deficit		(29,123,348	)		(17,718,423	)
Total stockholders' equity (deficit)		(5,235,708	)		52,409
Total liability and stockholders' equity (deficit)	$	525,635		$	354,144


��	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


	Shares						Common Stock		Accumulated
	Outstanding		Amount		APIC		Payable		Deficit			Total
December 31, 2009		1,463,021,410	$	146,302	$	12,923,998	$	-	$	(13,670,246	)	$	(599,946	)

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

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

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

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


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								24,000					24,000

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


	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		$	-


	Preferred						Common Stock
	Shares			Par			Shares		Par					Common Stock			Accumulated
	Outstanding			Amount			Outstanding		Amount		APIC			Payable			Deficit			Total
December 31, 2010				$	-			690,005	$	69	$	16,435,049		$	-		$	(16,162,556	)	$	272,562

Common stock issued
for consultants								16,987		1		214,918			-			-			214,919

Common stock sale								84,661		9		1,237,991			-			-			1,238,000
																					-
Cancellation of
payroll liability										-		116,000			-			-			116,000

Common stock payable										-		-			24,000			-			24,000
Derivitave Liability										-		(635,143	)		-			-			(635,143	)
Issuance of warrants										-		377,938			-			-			377,938
Net Loss																		(1,555,867	)		(1,555,867	)
Balance December 31, 2011		-			-			791,653		79		17,746,753			24,000			(17,718,423	)		52,409

Common stock issued
for consultants								34,714		3		102,856			-			-			102,859
																					-
Common stock issued																					-
for stock payable								1,600		1		23,999			(24,000	)		-			-

Preferred Stock Sale		100,000			100,000					-		-			-			-			100,000

Conversion of preferred		(100,000	)		(100,000	)		200,000		20		99,980									-
stock to common stock
Common stock sale								2,400,000		240		1,199,760			-			-			1,200,000

Derivitave liability										-		(5,078,051	)		-			-			(5,078,051	)

Common stock issued for
anti-dilution								6,348,132		635		(635	)		-			-			-
Common stock issued for
compensation								1,632,000		163		9,791,837			-			-			9,792,000

Rounding for stock split								5,090		-		-			-			-			-

Net Loss										-		-			-			(11,404,925	)		(11,404,925	)
Balance December 31, 2012		-			-			11,413,189		1,141		23,886,499			-			(29,123,348	)		(5,235,708	)

	2012			2011
				(Restated)
Cash flows from operating activities
Net loss	$	(11,404,925	)	$	(1,555,867	)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation		8,749			10,086
Amortization		20,982			20,983
Stock based compensation		9,792,000			-
Stock based services		102,859			214,919
Warrant expense		-			377,938
(Gain)loss in fair value of derivitave liabilities		429,131			(523,507	)
Changes in operating assets and liabilities
Accounts receivable		226			1,851
Inventory		(1,533	)		(31,741	)
Prepaid insurance		57			(1,055	)
Accounts payable and accrued liabilities		(42,032	)		(14,081	)
Merchant services reserve		(1,789	)		(56,357	)
Cash overdraft		-			(6,928	)
Deferred revenue		(5,542	)		280
Net Cash used in operating activities		(1,101,817	)		(1,563,479	)
Cash flows from investing activities
Website development		(162,000	)		-
Net cash used in investing activities		(162,000	)		-
Cash flow from financing activities
Proceeds from common stock subscription					24,000
Proceeds from common stock sale		1,300,000			1,238,000
Net cash provided by financing activities		1,300,000			1,262,000
Net increase (decrease) in cash and cash equivalents		36,183			(301,479	)
Cash and cash equivalents at beginning of period		198,173			499,652
Cash and cash equivalents at end of period	$	234,356		$	198,173

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
Common stock issued for consulting services	$	102,859		$	165,325

	December 31, 2011			December 31, 2010		December 31, 2012			December 31, 2011
Computers and equipment	$	169,286		$	169,286	$	169,286		$	169,286
Furniture and fixtures		38,618			38,618		38,618			38,618
Subtotal		207,904			207,904		207,904			207,904
Less: accumulated depreciation		(197,626	)		(187,540		(206,375	)		(197,626	)
Net furniture and equipment	$	10,278		$	20,364	$	1,529		$	10,278

	Grant Date			December 31, 2012			December 31, 2011
Risk-free interest rate at grant date		1.21	%		0.54	%		0.41	%
Expected stock price volatility		194.9	%		187.0	%		217.8	%
Expected dividend payout		-			-			--
Expected option in life-years		4			2.5			3.5

	Grant Date			December 31, 2012
Risk-free interest rate at grant date		0.47	%		0.54	%
Expected stock price volatility		137.8	%		187.0	%
Expected dividend payout		-			-
Expected option in life-years		3.75			3.28

	Grant Date			December 31, 2012
Risk-free interest rate at grant date		0.47	%		0.54	%
Expected stock price volatility		137.8	%		187.0	%
Expected dividend payout		-			-
Expected option in life-years		3.75			3.3

	As restated		As previously reported		Change
Warrant liabilities	$	111,636	$	-	$	111,636
Additional paid in capital		17,351,006		17,986,149		(635,143	)
Retained earnings	$	(17,718,423)	$	(18,241,930)	$	(523,507)

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Merchant Service Reserves	$	64,319	$	-	$	-	$	64,319
Total	$	64,319	$	-	$	-	$	64,319
Liabilities
Deferred Revenues	$	4,313	$	-	$	-	$	4,313
Derivative Liab		-		-		5,618,819		5,618,819
Total	$	4,313	$	-	$	5,618,819	$	5,623,132

	Number of Warrants		Weighted-Average Price Per Share
Outstanding at December 31, 2010		-	$	-
Granted		35,461		25.00
Exercised		-
Canceled or expired		-		-
Outstanding at December 31, 2011		35,461	$	25.00
Granted		1,200,000		0.50
Exercised		-		-
Canceled or expired		-		-
Addition due to ratchet trigger		1,773,050		0.50
Outstanding at December 31, 2012		3,008,511	$	0.788

	December 31, 2012		December 31, 2011 (Restated)
Warrant liability (beginning balance)	$	111,636	$	-
Additional liability due to new grants		5,078,052		635,143
Loss(gain) on changes in fair market value of warrant liability		429,131		(523,507)
Net warrant liability	$	5,618,819	$	111,636

●	Has a liquidation preference over the common stock equal to the stated value of $1.00 per share.
●	Votes as a single class with the common stock and entitles its holders, for each share of Series B Preferred Stock, to cast such number of votes equal to 0.00051% of the total number of votes entitled to be cast. Accordingly, a holder of all 100,000 shares of Series B Preferred Stock will have the right to cast 51% of the total number of votes entitled to be cast.
●	Will automatically convert into common stock at a ratio of 2 shares of common stock for each share of Series B Preferred Stock, effective upon the Company’s filing of a certificate of amendment to its articles of incorporation, pursuant to which the Company’s number of authorized shares of common stock will increase to75,000,000,000.

	Options		Weighted-Average Exercise Price		Options			Weighted-Average Exercise Price
Outstanding at December 31, 2009		5,640,000	$	0.80
Outstanding at December 31, 2010						1128		$	4.00
Issued		-		-		-			-
Exercised		-		-		(1128	)		(4.00	)
Forfeited or expired		-		-		-			-
Outstanding at December 31, 2010		5,640,000	$	0.80
Outstanding at December 31, 2011						-		$	-
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
Outstanding at December 31, 2012						-			-
Non-vested at December 31, 2012						-			-
Exercisable at December 31, 2012						-		$	-

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

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

Warrants Outstanding	Warrants Outstanding						Warrants Exercisable						Warrants Outstanding
					Weighted						Weighted						Weighted
					Average		Weighted				Average						Average
					Remaining		Average				Remaining						Remaining
Exercise	Exercise		Number		Contractual		Exercise		Number		Contractual		Exercise		Number		Contractual
Prices	Prices		Outstanding		Life (years)		Price		Exercisable		Life (years)		Prices		Outstanding		Life (years)
	$	0.56		175,000		1.5	$	0.56		175,000		1.5	$	2800.06		35	1.00
		0.005		135,000,000		2.75		0.005		135,000,000		2.75		25.00		2,000	2.25
		0.01		10,000,000		3.75		0.01		10,000,000		3.75		50.00		29,000	3.25
				145,175,000		2.85	$	0.56		145,175,000		2.85				29,035	2.32

Name	Age	Position

Kevin Hauser	3940	President, Chief Executive Officer, Acting Chief Financial Officer, Director

Michael S. Delin	4748	Director

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)		989,631,250		24.6	%		6,041,522		50.3	%
Kevin Hauser ~~(4)~~		327,758,500		8.2	%		1,632,265		13.6	%
Michael S. Delin		-					-		0	%
All officers and directors as a group (2 persons)		327,758,500		8.2	%		1,632,265		13.6	%

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~~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~~2010 (incorporated by reference to10-K/A filed July 15, 2011)

3.10	Certificate of Designation of Series B Convertible Preferred Stock filed April 10, 2012 (incorporated by reference to10-K/A filed April 16, 2012)

3.11	Certificate of Amendment to Articles of Incorporation filed October 2, 2012 (incorporated by reference to8-K filed October 9, 2012)

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)

10.26	Form of Securities Purchase Agreement (incorporated by reference to 8-K filed April 16, 2012)

10.27	Form of Stock Purchase Warrant (incorporated by reference to 8-K filed April 16, 2012)

10.28	Form of Securities Purchase Agreement (incorporated by reference to 8-K filed April 27, 2012)

10.29	Form of Securities Purchase Agreement (incorporated by reference to 8-K filed August 24, 2012)

10.29	Form of Securities Purchase Agreement (incorporated by reference to 8-K filed February 6, 2013)

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

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EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

	MEDEFILE INTERNATIONAL, INC.

Date: April ~~16, 2012~~15, 2013	By:	/s/ Kevin Hauser
		Kevin Hauser
		President, Chief Executive Officer, Acting Chief Financial Officer and Director

SIGNATURE	TITLE	DATE

/s/ Kevin Hauser	President, Chief Executive Officer and Chairman of	April ~~16, 2012~~15, 2013
Kevin Hauser	the Board of Directors (Principal Executive, Financial and Accounting Officer)

/s/ Michael S. Delin	Director	April ~~16, 2012~~15, 2013
Michael S. Delin