UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q


(Mark One) 
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31,June 30, 2008
 OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934
 For the transition period from                            to                           

Commission File Number 33-251256-D

Medefile International, Inc.
(Exact name of registrant as specified in its charter)

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

240 Cedar Knolls Rd.
Cedar Knolls, NJ 07927
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (973) 993-8001

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

Number of shares outstanding of registrant’s class of common stock as of May 15,June 30, 2008: 205,771,410


 


Table of Contents

Page
PART I 
  
FINANCIAL INFORMATION 
ITEM 1. Financial Statements4F-1
ITEM 2. Management Discussion and Analysis of Financial Condition and Results of Operations153
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk175
ITEM 4. Controls and Procedures175
ITEM 4(T). Controls and Procedures175
  
PART II 
  
OTHER INFORMATION6
ITEM 1. Legal Proceedings176
ITEM 1A. Risk Factors176
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds176
ITEM 3. Defaults Upon Senior Securities186
ITEM 4. Submission of Matters to a Vote of Security Holders186
ITEM 5. Other Information186
ITEM 6. Exhibits197
Signatures208


2

PART I - FINANCIAL INFORMATIONMedefile International Inc
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet
Medefile International, Inc. 
Condensed Consolidated Balance Sheet 
  Unaudited  Audited 
  March 31,  December 31, 
  2008  2007 
Assets      
Current assets      
Cash and cash equivalents $645,867   1,367,415 
Marketable securities  -   - 
Accounts receivable  9,279   2,808 
Prepaid expenses (Note 2)  53,280   26,082 
Total current assets  708,426   1,396,305 
Furniture and equipment, net of accumulated depreciation (Note 3)  63,784   63,352 
Deposits and other assets  14,990   14,990 
Intangibles (Note 4)  1,339   1,339 
Total assets $788,539   1,475,986 
         
Liabilities and Stockholders' (Deficiency) Equity        
Current liabilities        
Accounts payable $173,694   184,814 
Deferred revenue  6,371   6,343 
Advance customer payments  49,200   50,000 
Loan payable - related party (Note 5)  615,627   1,102,104 
Total current liabilities  844,892   1,343,261 
         
Commitments and Contingencies (Note 6)        
Stockholders' (Deficiency) Equity        
Common stock, $.0001 par value; 300,000,000 authorized;     
205,771,410 and 178,733,910 shares issued and outstanding March 31, 2008 and December 31, 2007, respectively (Note 6)  20,577   17,873 
Common stock subscribed  -   3,750,000 
Additional paid-in capital  10,043,276   5,893,302 
Accumulated deficit  (10,120,206)  (9,528,804)
Accumulated other comprehensive gain  -   354 
    Total stockholders' (deficiency) equity  (56,353)  132,725 
Total liabilities and stockholders' $788,539   1,475,986 

  Unaudited 
  June 30,  December 31, 
  2008  2007 
Assets      
Current Assets      
Cash and Equivalents $90,281  $1,367,415 
Accounts Receivable  (Note 2)  3,000   2,808 
Prepaid Expenses    (Note 3)  47,657   26,082 
Total Current Assets  140,938   1,396,305 
Furniture and Equipment, net of accumulated depreciation (Note 4)  66,265   63,352 
Deposits and other assets  14,990   14,990 
Intangibles (Note 5)  1,339   1,339 
Total Assets $223,532  $1,475,986 
         
Liabilities and Stockholders' (Deficiency) Equity        
Current Liabilities        
Accounts Payable and Accrued Liabilities (Note 6) $189,555  $184,814 
Deferred Revenue  8,055   6,343 
Advance customer payments  49,000   50,000 
Loan payable - related party (Note 7)  626,434   1,102,104 
Total Current Liabilities  873,044   1,343,261 
         
Commitments and Contingencies        
Stockholders' (Deficiency) Equity   (Note 8)        
Common Stock, $.0001 par value: 300,000,000 authorized: 205,771,410 and 178,733,910 shares issued and outstanding June 30, 2008 and December 31, 2007 respectively  20,577   17,873 
Common Stock Subscribed      3,750,000 
Additional Paid in Capital  10,043,276   5,893,302 
Accumulated Deficit  (10,713,365)  (9,528,804)
Accumulated other comprehensive gain  -   354 
Total stockholders' (Deficiency) Equity  (649,512)  132,725 
Total Liability and Stockholders' $223,532  $1,475,986 
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.statements
 
3F-1

Medefile International, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
  For the  For the 
  Quarter Ended  Quarter Ended 
  March 31,  March 31, 
  2008  2007 
Revenue $8,961  $11,801 
Operating expenses:        
Selling, general and administrative expenses  482,197   350,220 
Non-cash compensation  102,678   600,965 
Depreciation and amortization expense  2,480   7,269 
      Total operating expenses  587,355   958,454 
Loss from operations  (578,394)  (946,653)
Other expense:        
Other income  697   - 
Interest and dividend income (expense)  (14,059)  (33,898)
     Total other income (expense)  (13,362)  (33,898)
Loss before income taxes  (591,756)  (980,551)
Provision for income taxes  -   - 
Net loss $(591,756) $(980,551)
Other comprehensive gain (loss): Unrealized gain on equity securities  -   176 
Comprehensive loss $(591,756) $(980,375)
         
Net loss per share; basic and diluted $0.003  $0.0055 
Weighted average shares outstanding; basic and diluted  190,850,357   178,733,910 
Medefile International Inc
Condensed Consolidated Statement of Operations
(Unaudited)

  For the Three  For the Three  For the Six  For the Six 
  Months  Months  Months  Months 
  Ended  Ended  Ended  Ended 
  June 30,  June 30,  June 30,  June 30, 
  2008  2007  2008  2007 
Revenues $12,605  $13,655  $22,261  $25,456 
                 
Operating Expenses                
Selling, general and administrative expenses  590,420   400,156   1,070,566   750,376 
Non-cash compensation  -   562,622   102,678   1,163,587 
Depreciation and amortization expense  6,008   7,587   8,488   14,856 
Total operating expense  596,428   970,365   1,181,732   1,928,819 
                 
Loss from Operations  (583,823)  (956,710)  (1,159,471)  (1,903,363)
Other Expenses                
Interest and divident income(expense)  (11,383)  (41,579)  (25,442)  (75,447)
Total other income (expense)  (11,383)  (41,579)  (25,442)  (75,447)
                 
Loss before income tax  (595,206)  (998,289)  (1,184,913)  (1,978,810)
Provisions for income taxes  -   -   -   - 
Net Loss $(595,206) $(998,289) $(1,184,913) $(1,978,810)
Other comprehensive gain (loss):                
Unrealized Loss on Marketable Securities  -   (176)  -   - 
Comprehensive loss $(595,206) $(998,465) $(1,184,913) $(1,978,810)
                 
Net loss per share: basic and diluted $(0.0029) $(0.0056) $(0.0059) $(0.0111)
Weighted average share outstanding:                
basic and diluted  205,771,410   178,733,910   200,129,720   178,733,910 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.statements

4F-2

Medefile International Inc
Condensed Consolidated Statement of Cash Flows
(Unaudited)
 
Medefile International, Inc.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
  For the  For the 
  Quarter Ended  Quarter Ended 
  March 31,  March 31, 
  2008  2007 
Cash flows from operating activities:      
   Net loss $(591,756) $(980,551)
  Other comprehensive gain (loss)  -   176 
  Adjustments to reconcile net loss to net        
  cash used in operating activities:        
  Depreciation and amortization  2,480   7,269 
  Non cash compensation  102,678   600,965 
  Interest expense  13,523   34,185 
  Changes in operating assets and liabilities:        
  Accounts receivable  (6,471)  - 
        Prepaid expenses  (27,198)  (58,085)
        Marketable securities  -   (176)
        Accounts payable and accrued expenses  (11,120)  29,511 
        Deferred revenue  28   (9,738)
        Advance customer payments  (800)  - 
   Net cash used in operating activities  (518,636)  (376,444)
Cash flows from investing activities:        
   Purchase of equipment  (2,912)  (5,441)
   Net cash used in investing activities  (2,912)  (5,441)
Cash flows from financing activities:        
   Proceeds from loans by related parties  -   470,000 
   Payments on loans from related parties  (500,000)  (18,000)
   Proceeds from common stock subscriptions  300,000   - 
   Net cash used for financing activities  (200,000)  452,000 
Net increase (decrease) in cash and cash equivalents  (721,548)  70,115 
Cash and cash equivalents at beginning of period  1,367,415   98,955 
Cash and cash equivalents at end of period $645,867  $169,070 
Supplemental disclosures of cash flow information:        
Cash paid during the period for:        
Interest $-  $- 
Taxes $-  $520 
         
Interest capitalized on note payable to related party $-  $34,185 
Common issued for stock subscriptions $3,750,000  $- 
Common stock issued to employee $22,125     
Value of warrants issued to board members $80,553  $- 

  For the Six  For the Six 
  Months Ended  Months Ended 
  June 30,  June 30, 
  2008  2007 
       
       
Cash Flow from Operating Activities      
Net Loss $(1,184,913) $(1,978,840)
Other Comprehensive Gain (loss)        
Adjustments to reconcile net loss to net        
Cash used in operating activities        
Depreciation and Amortization  8,488   14,856 
Non Cash Compensation  102,678   1,163,587 
Interest Expense  24,330   75,850 
Changes in operating assets and liabilities        
Accounts Receivable  (192)    
Prepaid expenses  (21,575)  (35,801)
Marketable Securities      720 
Security Deposits  (1,000)  (13,326)
Acccounts Payable and Accrued Expenses  4,741   51,324 
Deferred Revenue  1,711   (16,956)
         
Net Cash used in operating activities  (1,065,732)  (738,586)
         
Cash flows from Investing activities        
Purchase of Equipment  (11,402)  (6,936)
   -   - 
Net cash used in investing activities  (11,402)  (6,936)
         
Net cash flow from financing activities        
Proceeds from loan by related parties      720,000 
Payments on loans from related parties  (500,000)  (20,978)
Proceeds from Common Stock Subscriptions  300,000     
   -   - 
Net cash provided by financing activities  (200,000)  699,022 
         
Net Income (Loss) $(1,277,134) $(46,500)
         
Cash and cash equivalents at beginning of period  1,367,415   98,955 
         
Cash and cash equivalent at end of period $90,281  $52,455 
         
Supplemental disclosure of cash flow information        
         
Cash paid during the period for        
         
Taxes  -   780 
Interest capitalized on note payuable to related party  24,330   75,850 
Common Issued for Stock Subscriptions  3,750,000     
Value of options issued to employees  22,125   - 
Value of warrants issued to consultants  80,553   - 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.statements

5F-3
 
Medefile International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
 
1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements of Medefile International Inc., a Nevada corporation ("Company"), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-KSB for the fiscal year ended December 31, 2007. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of March 31,June 30, 2008, and the results of operations and cash flows for the quartersthree and six months ended March 31,June 30, 2008 and 2007. The results of operations for the quarterssix months ended March 31,June 30, 2008 are not necessarily indicative of the results that may be expected for the entire fiscal year.

Nature of Business Operations
 
On November 1, 2005, Bio-Solutions International, Inc. ("Bio-Solutions") entered into an Agreement and Plan of Merger (the "Agreement") with OmniMed Acquisition Corp., (the "Acquirer), a Nevada corporation and a wholly owned subsidiary of Bio-Solutions, 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 a result of the Agreement, the OmniMed Shareholders assumed control of Bio-Solutions. Effective November 21, 2005 Bio-Solutions changed its name to OmniMed International, Inc. Effective January 17, 2006 OmniMed changed its name to Medefile International, Inc. ("Medefile" or "the Company").

Medefile has developed a system for gathering, digitizing, storing and distributing information for the healthcare field. Medefile's goal is to bring 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. Medefile's primary product is the MedeFile system, a highly secure system for gathering and maintaining medical records. The MedeFile system is designed to gather all of its members' medical records and create a single, comprehensive medical record that is accessible 24 hours a day, seven days a week.

Going Concern
 
The accompanying unaudited condensed consolidated financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of  $591,756$595,206 and $1,184,913 for the quarterthree and six months ended March 31,June 30, 2008 and $4,160,846 for the year ended December 31, 2007 and had an accumulated deficit of $10,120,206$10,713,365 as of March 31,June 30, 2008 and $9,528,450$9,528,804 as of December 31, 2007.

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

We will need additional investments in order to continue operations for cash flow to break even. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.
 
6F-4
 
Medefile International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Cash and Cash Equivalents

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

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred advertising costs for the quartersix months ended March 31,June 30, 2008 and 2007 of approximately $9,169$118,938 and $2,828,$6,890, respectively.  An advertising contract was entered into in May 2008 which included advertising and promotion through advertising media and website promotions.   Total cost of the advertising was to be, $99,999 at signing of contract.  A total of $99,999 had been paid through June 30, 2008.

The Company contracted with Ruckus Marketing in 2007.  There developed a disagreement between parties as to the accuracy of deliverables. The contract was cancelled.  Ruckus Market filed suit for payment and a judgment resulted in $15,000 being due.  The judgment was paid in full on July 21, 2008

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting For Income Taxes". The provision for income taxes is comprised of current and deferred components. The current component presents the amount of federal and state income taxes that are currently reportable to the respective tax authorities and is measured by applying statutory rates to the Company's taxable income as reported in its income tax returns.

Deferred income taxes are provided for the temporary differences between the carrying values of the Company's assets and liabilities for financial reporting purposes and their corresponding income tax basis. These temporary differences are primarily attributable to net operating losses. The temporary differences give rise to either a deferred tax asset or liability in the financial statements, which is computed by applying statutory tax rates to taxable or deductible temporary differences based upon classification (i.e., current or non-current) of the asset or liability in the financial statements which relate to the particular temporary difference.

Property and Equipment

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

Trademark Costs

Trademark costs incurred in the registration and acquisition of trademarks and trademark rights are capitalized. These costs will be amortized over the legal life of the related trademark once the trademark is awarded. In accordance with the provisions of Statement of Financial Accounting Standards No. 142 (SFAS No. 142), Goodwill and Other Intangible Assets, the Company performs an annual review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets may not be recoverable.

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

Revenue Recognition

The Company generates revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which superseded SAB No. 101, "Revenue Recognition in Financial Statements." SAB No.101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility 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. SAB No. 104 incorporates Emerging Issues Task Force ("EITF") No. 00-21, "Multiple-Deliverable Revenue Arrangements." EITF No. 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF No. 00-21 on the Company's consolidated financial position and results of operations was not significant. This issue addresses determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting.
 
7F-5

Medefile International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Deferred Revenue

The Company generally receives subscription fees for its services. From time to time, the Company will receive quarterly or annual subscriptions paid in advance and deferred revenue is recorded at that time. The deferred revenue is amortized into revenue on a pro- rata basis each month. Customers with quarterly or annual subscriptions may cancel their subscriptions and request a refund for future months' revenues at any time. Therefore, a liability is recorded to reflect the amounts that are potentially refundable.

Advance Customer Payments

The Company occasionally will receive lump sum payments from its clients that will be used to prepay a number of subscriptions on behalf of the client’s members. As the client’s members enroll for these subscriptions, then the amounts are deducted from the advance customer payments account and are recognized as revenue or deferred revenues as appropriate. A liability is recorded to reflect the amounts that are potentially refundable.

Reclassifications

Certain reclassifications have been made in prior period’s financial statements to conform to classifications used in the current period.

Liquidity

As of March 31,June 30, 2008, we had cash and cash equivalents of $645,867.$90,281.  Net cash used in operating activities for the quarter was approximately $518,636.$,1,065,732. Current liabilities are approximately $844,892$873,044 of which $173,694$189,555 is for accounts payable and $615,627$626,434 is for loan payable to a related party. We have negative working capital of approximately $136,466. We$732,106 During the first quarter of 2008, we raised $300,000 from common stock sales and made a repayment to a related party that is our largest stockholder in the amount of $500,000. (Note 5)7)

The accompanying condensed consolidated financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of  $591,756$1,184,913 for the quartersix months ended March 31,June 30, 2008 and $4,160,846 for the year ended December 31, 2007 and had an accumulated deficit of $10,120,206$10,713,365 as of March 31,June 30, 2008 and $9,528,450$9,528,804 as of December 31, 2007.

Our registered independent certified public accountants have stated in their report dated March 31, 2008, that we have incurred operating losses in the past years, and that we are dependent upon management's ability to develop profitable operations. These factors among others may raise substantial doubt about our ability to continue as a going concern.

We will need additional investments in order to continue operations to cash flow break even. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn 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.
 
8

Medefile International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Net Loss Per Share
 
Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Outstanding options to purchase 5,640,000 common shares, warrants to the purchase of 16,575,000 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the quartersix months ended March 31,June 30, 2008.  The warrants to the purchase of 200,000 common shares and outstanding options to purchase 5,640,000 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the quartersix months ended March 31,June 30, 2007.

F-6

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

Stock Based Compensation
 
On January 1, 2006 the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004) "Share-Based Payment" ("SFAS 123 (R) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to a Employee Stock Purchase Plan based on the estimated fair values. SFAS 123 (R) supersedes the Company's previous accounting under Accounting Principles Board Opinion No.25, "Accounting for Stock Issued to Employees" ("APB 25") for the periods beginning fiscal 2006.


2.  ACCOUNTS RECEIVABLE

During the second quarter of 2008 it was determined that $9,362.of Accounts Receivable was uncollectible.  This amount was expensed as a Bad Debt Expenses as of June 30, 2008.  Due to the collection history of the company an Allowance for Doubtful Accounts is not maintained.  Recognition of a specific uncollectible account is written directly against the invoice in Accounts Receivable and expensed in the current period.

3. PREPAID EXPENSES

Prepaid expenses consist of the following:
 
 
March 31,
2008
  
December 31,
2007
  
June 30,,
2008
  
December 31,
2007
 
Prepaid expenses $6,080   25,412  $16,667   $25,412 
Prepaid insurance  47,200   670   30,990   670 
Total prepaid $53,280   26,082  $47,657   $26,082 

3.4. FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:
 
 
March 31,
2008
  
December 31,
2007
  
June30,
2008
  
December 31,
2007
 
Computers and equipment $160,796   157,884  $169,286  $157,884 
Furniture and fixtures  38,618   38,618   38,618   38,618 
Subtotal  199,414   196,502   207,904   196,502 
Less: accumulated depreciation  (135,630)  (133,150) $(141,639) $(133,150)
Net furniture and equipment $63,784   63,352  $66,265  $ 63,352 
 
Depreciation is calculated by using the straight-line method over the estimated useful life. Depreciation expense totaled $2,480$8,488 and $7,269 for the quartersix months ended March 31,June 30, 2008 and the year ended December 31, 2007, respectively.

4.5. INTANGIBLE ASSETS

The Company has adopted SFAS No. 142, Goodwill and Other Intangible Assets, whereby the Company periodically tests its intangibleassets for impairment.  On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, theseassets are tested for impairment, and write-downs will be included in results from operations. There was no impairment of acquiredintangibles as of March 31,June 30, 2008 and December 31, 2007.
 
9F-7
 
Medefile International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Identifiable intangible assets consist of the carrying value of a trademark totaling $1,339 as of March 31,June 30, 2008 and December 31, 2007. The trademark acquired is considered to have an undeterminable life, and as such will not be amortized. Instead, the trademark is tested annually for impairment, with any impairment charged against earnings in the Company’s consolidated statement of earnings. Management determined the fair value of the trademark acquired exceeded its recorded book value at March 31,June 30, 2008 and December 31, 2007.

5.6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts Payable and Accrued  consist of   
    
Accounts Payable   $173,902 
 Payroll Liabilities    653 
 Settlement        15,000 
 Total         $189,555 
The settlement reflects an amount owed for a settlement resulting from a contract cancellation for advertising mentioned earlier in Note 1

7. LOAN PAYABLE - RELATED PARTY

The Company has been and continues to be dependent upon the funding from The Vantage Group, Ltd., (“Vantage”) the Company’s largest stockholder. On April 11, 2007, the Company issued two unsecured promissory notes to The Vantage Group as evidence of this indebtedness outstanding. Both notes bear interest at the rate of seven percent per annum. One note, with a principal amount of $1,115,379, was payable on July 1, 2008. The other note, is payable on demand in the principal amount of $700,000. During the year ended December 31, 2007, the Company borrowed a total of $1,245,000 against the demand note and repaid $20,979. On November 15, 2007, the Company and Vantage, entered into a debt conversion agreement. Pursuant to the debt conversion agreement, Vantage agreed to convert the aggregate principal amount of $2,100,000, of its indebtedness into an aggregate of 14,000,000 restricted shares of common stock of the Company. The conversion amount was used to satisfy the note maturing on July 1, 2008, and the remaining conversion amount was used to pay down the demand loan. In addition, the Company issued to Vantage 8,400,000 three year warrants to purchase an aggregate of 8,400,000 restricted shares of the Company’s common stock at an exercise price of $0.60 per share. As of December 31, 2007, the shares of common stock had not been issued and were recorded as common stock subscribed, until issuance. The shares were issued on February 7, 2008.

As of December 31, 2007, the Company was indebted to the Vantage Group Ltd. in the amount of $1,102,104, including accrued interest for the demand note bearing interest at 7% per annum. During the quarter ended March 31, 2008, the Company made payments on the demand note to Vantage for $500,000. The demand note balance and summarized transactions are shown below:

 
March 31,
2008
  
June 30,
2008
 
Balance, December 31, 2007 $1,102,104  $1,102,104 
Borrowings  -   - 
Repayments  (500,000)  (500,000)
Interest  13,523   24,330 
Balance, March 31, 2008 $615,627 
Balance, June 30, 2008 $626,434 

6.8. EQUITY

Common Stock

On November 15, 2007, the Company and Vantage, the Company’s largest stockholder and primary source of funding, entered into a debt conversion agreement. Pursuant to the debt conversion agreement, Vantage agreed to convert the aggregate principal amount of $2,100,000 of its indebtedness into an aggregate of 14,000,000 restricted shares of common stock of the Company. At December 31, 2007 the conversion amount was recorded as common stock subscribed until issuance. In addition, the Company issued to Vantage 8,400,000 three year warrants to purchase an aggregate of 8,400,000 restricted shares of the Company’s common stock at an exercise price of $0.60 per share. The shares were issued on February 7, 2008.

On November 16, 2007, pursuant to the terms of a securities purchase agreement the Company sold subscriptions for 11,000,000 restricted shares of the Company’s common stock and three year warrants to purchase an aggregate of 6,600,000 restricted shares of the Company’s common stock at an exercise price of $0.60 per share for aggregate proceeds of $1,650,000.  As of December 31, 2007, the shares of common stock had not been issued and the funds were recorded as common stock subscribed until issuance. The shares were issued on February 7, 2008.
 
10F-8
Medefile International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

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

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

Stock Options

A summary of option activity under the Plan as of December 31, 2007, and changes during the period then ended are presented below:

 
Options
 Weighted-Average Exercise Price 
 
Options
 Weighted-Average Exercise Price 
Outstanding at December 31, 20075,640,000 $.080 5,640,000 $.080 
Issued--  -- --  -- 
Exercised--  -- --  -- 
Forfeited or expired-- $-- -- $-- 
Outstanding at March 31, 20085,640,000 $0.80 
Non-vested at March 31, 2008-- $-- 
Exercisable at March 31, 20085,640,000 $0.80 
Outstanding at June 30, 20085,640,000 $0.80 
Non-vested at June 30, 2008-- $-- 
Exercisable at June 30, 20085,640,000 $0.80 
  
The options outstanding as of March 31,June 30, 2008 have been segregated for additional disclosure as follows:
 
Options Outstanding Options Outstanding Options Exercisable Options Outstanding Options Exercisable
 Weighted  Weighted 
 WeightedAverage Weighted WeightedAverage Weighted
Range of AverageRemaining Average AverageRemaining Average
ExerciseNumberExerciseContractualNumberExerciseNumberExerciseContractualNumberExercise
PriceOutstandingPriceLifeExercisablePriceOutstandingPriceLifeExercisablePrice
$0.805,640,000$ 0.801.755,640,000$ 0.805,640,000$ 0.801.505,640,000$ 0.80
 
At March 31,June 30, 2008, the exercisable and outstanding options had no intrinsic value. Intrinsic value represents the difference between the company’s closing stock price on the last trading day of the fiscal period, which was $0.11$0.145 as of March 31,June 30, 2008, and the exercise price multiplied by the number of options outstanding.

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Share based compensation expense recognized under SFAS 123 (R) for the quarterssix months ended March 31,June 30, 2008 and 2007 was zero$102,678 and $568,974,$1,163,587 respectively.
 
11F-9
Medefile International, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

 
Warrants

On June 19, 2006 the Company issued 200,000 warrants to consultants for services to be provided. The warrants vested in 50,000 increments on June 19, 2006; September 18, 2006, December 17, 2006 and March 17, 2007. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions:
 
Risk-free interest rate at grant date4.75%4.75%
Expected stock price volatility86%86%
Expected dividend payout--
Expected option in life-years4
 
As of December 31, 2007, all warrants were fully vested. During the quarter ended March 31, 2008, the Company issued 16,200,000 three year warrants to purchase an aggregate of 16,200,000 restricted shares of the Company’s common stock at an exercise price of $0.60 per share as part of the common stock sales. A summary of the warrants outstanding and exercisable appears below:
 
Warrants OutstandingWarrants Outstanding  Warrants Exercisable Warrants Outstanding  Warrants Exercisable 
     Weighted        Weighted     Weighted     Weighted 
     Average  Weighted     Average     Average Weighted   Average 
     Remaining  Average     Remaining     Remaining Average   Remaining 
ExerciseExercise  Number  Contractual  Exercise  Number  Contractual Exercise Number Contractual Exercise Number Contractual 
PricesPrices  Outstanding  Life (years)  Price  Exercisable  Life (years) Prices Outstanding Life (years) Price Exercisable Life (years) 
$3.50  50,000   2.22  $3.50   50,000  2.22 $3.50 50,000   2.22 $3.50   50,000 2.22 
$5.00  50,000   2.22  $5.00   50,000  2.22 $5.00 50,000   2.22 $5.00   50,000 2.22 
$6.50  50,000   2.22  $6.50   50,000  2.22 $6.50 50,000   2.22 $6.50   50,000 2.22 
$8.00  50,000   2.22  $8.00   50,000  2.22 $8.00 50,000   2.22 $8.00   50,000 2.22 
$0.60  16,200,000   2.75  $0.60   16,200,000  2.75 $0.60 16,200,000   2.50 $0.60   16,200,000 2.50 
$0.56   175,000   4.75  $0.56   175,000   4.75 $0.56  175,000   4.50 $0.56   175,000  4.50 
     16,575,000   2.87  $0.66   16,575,000   2.87     16,575,000   2.51 $0.66   16,575,000  2.51 
  
The Company awarded 175,000 Common Stock warrants, at an exercise price of $0.56 per 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:

Risk-free interest rate at grant date4.75%4.75%
Expected stock price volatility155%155%
Expected dividend payout--
Expected option in life-years5
 
TransactionsTransactions involving warrants are summarized as follows:
 
Number of Warrants Weighted-Average Price Per Share Number of Warrants Weighted-Average Price Per Share 
Outstanding at December 31, 2007200,000 $5.75 200,000 $5.75 
Granted16,375,000 0.60 16,375,000 0.60 
Exercised- - - - 
Canceled or expired-  - -  - 
Outstanding at March 31, 200816,575,000 $0.66 
Outstanding at June 30, 200816,575,000 $0.66 

 
7.9. RELATED PARTY TRANSACTIONS

During the quarter ended March 31, 2008, the Company repaid $500,000 of the loan payable – related party to the Vantage group, the Company’s largest shareholder. 
 
10.  SUBSEQUENT EVENTS

In July 2008 the Company agreed to sell one million common shares of stock at $0.15.  The funds were received on July 25, 2008 and as of this filing no shares have been transferred or documents executed.  The Company intends to execute the documents and transfer the shares prior to the end of August 2008.

12F-10
 
Item 2. Management's Discussion and Analysis
 
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

It should be noted that 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 the Company's dependence on product introduction and 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. 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" of our Annual Report on Form 10-KSB for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 31, 2008. The following discussion should be read in conjunction with our consolidated financial statements provided in this quarterly report on Form 10-Q.

OVERVIEW

Organizational History

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 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, 2006,2006; OmniMed changed its name to Medefile International, Inc. ("Medefile" or "the Company").

Our future operations are dependent upon the identification and successful completion of additional equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. Other than as discussed in this report, we know of no trends, events or uncertainties that are reasonably likely to impact our future liquidity.

RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31,THREE MONTHS ENDING JUNE 30, 2008 COMPARED TO QUARTER ENDED MARCH 31,THREE MONTHS ENDING JUNE 30, 2007

Revenues

Revenues for the quarter ended March 31,June 30, 2008 totaled $8,961$12,605 compared to revenues of $11,801$13,655 during the quarter ended March 31,June 30, 2007.   The decrease in revenue is primarily related to 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 doctors for sending updated medical records to MedeFile. The off-setting expense is charged to selling general and administrative expense.
 
13
Selling, General and Administrative Expenses
 
Selling, general and administrative expenses for the quarter ended March 31,June 30, 2008 totaled $482,197$590,420 consisting primarily of cash compensation, marketing costs and professional fees. This was an increase of $131,977$190,264 or approximately 38%47% compared to selling, general and administrative expenses of $350,220$400,156 for the quarter ended March 31,June 30, 2007. The overall increase in the total selling, general and administrative is primarily due an increase in sales, marketing, and business development expenses.
 
3
Non-cash Compensation

Non-cash compensation expenses for the quarter ended March 31,June 30, 2008 were $102,678$0.00 compared to $600,965$562,622 for the quarter ended March 31,June 30, 2007. This compensation was for stock-based compensation to board members, employees and consultants.
 
The non-cash compensation expense for the quarter ended March 31,June 30, 2007 was much higher as the Company was recognizing compensation expense on approximately 5,640,000 common stock options issued during 2006, thatwhich were fully expensed at December 31, 2007.

Depreciation Expense
 
Depreciation and amortization expense totaled $2,480$6,008 for the quarter ended March 31,June 30, 2008, compared to depreciation and amortization expense of $7,269$7,587 during the quarter ended March 31,June 30, 2007. The decrease was due primarily due to some assets becomingbeing fully depreciated and the purchase  of fewer assets.assets in the second quarter .
 
Interest Expense
 
Net interest expense for the quarter ended March 31,June 30, 2008 was $14,059,$11,383, a decrease of $19,839$30,196 or approximately 29%72% compared to interest expense of $33,898$41,579 during the quarter ended March 31,June 30, 2007. The reason for the decrease was reduction in loans payable – related party, of which $2,100,000 was converted to equity during the quarter ended December 31, 2007 and additional repayments made on the same loan payable related party of $500,000 in the quarter ended March 31, 2008, reducing the average amount of the loan outstanding.

Net Loss

For the reasons stated above, our net loss for quarter ended March 31,June 30, 2008 was $591,756$595,206 or $0.003$0.0029 per share, a decrease of $388,619,$403,083 or approximately 40%, compared to a net loss of $980,375$998,289 or $0.0055$0.0056 per share during the quarter ended MarchJune 30, 2007.
SIX MONTHS ENDING JUNE 30, 2008 COMPARED TO SIX MONTHS ENDING JUNE 30, 2007

Revenues

Revenues for the six months ended June 30, 2008 totaled $22,261 compared to revenues of $25,456 during the quarter ended June 30, 2007.   The decrease in revenue is primarily related to 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 doctors for sending updated medical records to MedeFile. The off-setting expense is charged to selling general and administrative expense.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the six months ended June 30, 2008 totaled $1,173,244 consisting primarily of cash compensation, marketing costs and professional fees. This was an increase of $422,868 or approximately 56% compared to selling, general and administrative expenses of $750,376 for the six months ended June 30, 2007. The overall increase in the total selling, general and administrative is primarily due an increase in sales, marketing, and business development expenses.
Non-cash Compensation

Non-cash compensation expenses for the six months ended June 30, 2008 were $102,678 compared to $1,163,587 for the six months ended June 30, 2007. This compensation was for stock-based compensation to board members, employees and consultants.
The non-cash compensation expense for the six months ended June 30, 2007 was much higher as the Company was recognizing compensation expense on approximately 5,640,000 common stock options issued during 2006, which were fully expensed at December 31, 2007.

Depreciation Expense
Depreciation and amortization expense totaled $8,488 for the six months ended June 30, 2008, compared to depreciation and amortization expense of $14,856 during the six months ended June 30, 2007. The decrease was due to assets being fully depreciated and purchases of fewer assets in the comparable six month periods.
Interest Expense
Net interest expense for the six months ended June 30, 2008 was $25,442, a decrease of $50,005 or approximately 66% compared to interest expense of $75,447 during the six months ended June 30, 2007. The decrease was due to a reduction in loans payable – related party, of which $2,100,000 was converted equity during the quarter ended December 31, 2007 and additional repayments made on the same loan payable related party of $500,000 in the quarter ended March 31, 2008, reducing the average amount of the loan outstanding.
4
Net Loss

For the reasons stated above, our net loss for six months ended June 30, 2008 was $1,184,913 or $0.0059 per share, a decrease in net loss of $793,897, or approximately 40%, compared to a net loss of $1,978,810 or $0.0111 per share during the quarter ended June 30, 2007

FINANCIAL CONDITION

Liquidity and Capital Resources

As of March 31,June 30, 2008, we had cash and cash equivalents of $645,867.$90,281.  Net cash used in operating activities for the quarter was approximately $518,636.$1,065,732. Current liabilities are $844,892$873,044 of which $173,694$189,555 is for accounts payable and $615,627$626,434 is for loan payable to a related party. We have negative working capital of approximately $136,466.$732,106. We raised $300,000 from common stock sales and made a repayment to a related party that is our largest stockholder, in the amount of $500,000. (Note 5)7)

The accompanying condensed consolidated financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of $591,756$1,184,913 for the quartersix months ended March 31,June 30, 2008 and $4,160,846 for the year ended December 31, 2007 and had an accumulated deficit of $10,120,206$10,713,365 as of March 31,June 30, 2008.

Our registered independent certified public accountants have stated in their report dated March 31, 2008, that we have incurred operating losses in the past years, and that we are dependent upon management's ability to develop profitable operations. These factors among others may raise substantial doubt about our ability to continue as a going concern.

We will need additional investments in order to continue operations to cash flow break even. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn 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.
 
14

Off-Balance Sheet Arrangements
 
We do not have any off balance sheet arrangements as of March 31,June 30, 2008 or as of the date of this report.

 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable.
 
ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer (our Principal Executive Officer and Principal Financial Officer), has evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of the period ended March 31,June 30, 2008, the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of March 31,June 30, 2008 to ensure the timely collection, evaluation and disclosure of information relating to our company that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting

During the most recent quarter ended March 31,June 30, 2008, there has been no change in our internal control over  financial  reporting  (as defined in Rule  13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected,  or is reasonably likely to materially affect, our internal control over financial reporting.


5
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 1A.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In July 2008 the Company agreed to sell one million common shares of stock at $0.15 for a total of $150,000.  The funds were received on July 25, 2008 and as of this filing no shares have been transferred or documents executed.  The Company intends to execute the documents and transfer the shares prior to the end of August 2008.

During the quarter ended March 31, 2008, pursuant to the terms of the Purchase Agreement, the Company issued and sold 2,000,000 restricted shares of the Company’s common stock and three year warrants to purchase an aggregate of 1,200,000 restricted shares of the Company’s common stock at an exercise price of $0.60 per share for aggregate proceeds of $300,000.
15
 
The Company claims an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, these transactions did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
 
Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.
 
Item 5. Other Information

None.
 
166
 
Item 6. Exhibits

(a) Pursuant to Rule 601 of Regulation S-K, the following exhibits are included herein or incorporated by reference.
 
 2.1Agreement 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).

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

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

 3.3Certificate 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).

 3.4Articles 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).

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

10.1Employment Agreement by and between the Registrant and Milton Hauser, dated February 1, 2004 (as incorporated by reference to the Company's Current Report on Form 8-K filed on November 3, 2005).

10.1Employment Agreement by and between the Registrant and Eric Rosenfeld, dated October 1, 2004 (as incorporated by reference to the Company's Current Report on Form 8-K filed on November 3, 2005).

10.1Employment Agreement by and between the Registrant and David Dorrance, dated February 1, 2005 (as incorporated by reference to the Company's Current Report on Form 8-K filed on November 3, 2005).

10.2Amended Employment Agreement by and between the Registrant and Eric Rosenfeld, effective as of January 1, 2006 (as incorporated by reference to the Company's Quarterly Report on Form 10-QSB/A filed on June 21, 2006).

10.4Amended Employment Agreement by and between the Registrant and Kevin Hauser, effective as of January 1, 2006 (as incorporated by reference to the Company's Quarterly Report on Form 10-QSB/A filed on June 21, 2006).

10.5Amended Employment Agreement by and between the Registrant and Peter LoPrimo, effective as of January 1, 2006 (as incorporated by reference to the Company's Quarterly Report on Form 10-QSB/A filed on June 21, 2006).

 10.62006 Stock Incentive Plan (as incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 17, 2006).

 10.7HSA Bank Marketing Agreement

 10.8Promissory Note dated April 11, 2007

 10.9Promissory Note dated April 11, 2007—Add stock sales agreements nandand note

 14.Code of Ethics

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

 21.1Subsidiaries

 31.1Section 302 Certification – Chief Executive Officer

 31.2Section 302 Certification – Chief Financial Officer
   
 32.1Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002- Chief Executive Officer
   
 32.2Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002- Chief Executive Officer
 
* Filed herewith.
 
177
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 MEDEFILE INTERNATIONAL, INC. 
    
Date: May 15,August 14, 2008
By:/s/ Milton Hauser 
  Milton Hauser 
  
President, Chief Executive Officer,
Acting Chief Financial Officer and Director
(Principal Executive Officer and Principal Financial Officer)
 
 
 
 
 
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