UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended ~~June~~September 30, 2010
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number33-251256-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.)

301 Yamato Rd, Ste 315

Boca Raton, FL 33431

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code ~~561-912-3393~~(561) 912-3393

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

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 filer	o		Accelerated filer	o
	Non-accelerated filer	o		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 ~~August 16,~~November 15, 2010: ~~3,403,021,410.~~3,413,021,410.

Table of Contents

	Page
PART I

FINANCIAL INFORMATION
ITEM 1. Financial Statements	3
ITEM 2. Management Discussion and Analysis of Financial Condition and Results of Operations	17 15
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	19 17
ITEM 4. Controls and Procedures	19 17

PART II

OTHER INFORMATION
ITEM 1. Legal Proceedings	20
ITEM 1A. Risk Factors	20 18
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	20 18
ITEM 3. Defaults Upon Senior Securities	20 18
ITEM 4. Reserved	20 18
ITEM 5. Other Information	20 18
ITEM 6. Exhibits	21 19
Signatures	22 20

Medefile International, Inc
Consolidated Balance Sheet

Unaudited
June 30, December
Assets 2010 31, 2009
Current assets
Cash $ 1,054,963 $ 1,513
Inventory 28,330 -
Accounts receivable 2,976 -
Total current assets 1,086,269 1,513
Website development, net of accumulated amortization 57,700 41,145
Furniture and equipment, net of accumulated depreciation 26,092 34,539
Deposits and other assets 10 14,475
Intangibles 1,339 1,339
Total assets $ 1,171,410 $ 93,011

Liabilities and Stockholders' Equity (Deficit)
Accounts payable and accrued liabilities $ 67,295 $ 146,556
Cash overdraft - 862
Deferred revenues 6,441 1,362
Notes payable - 411,253
Notes Payable - related parties - 132,924
Total Current Liabilities 73,736 692,957

Stockholders' Equity (Deficit)
Preferred stock, $.0001 par value: 10,000 authorized,
no shares issued and outstanding - -
Common stock, $.0001 par value: 1,500,000 and 300,000 authorized;
1,463,021,410 and 218,493,971 shares issued and
outstanding on June 30, 2010 and December 31, 2009 respectively 146,302 146,302
Common stock payable 3,114,818 -
Additional paid in capital 12,923,998 12,923,998
Accumulated deficit (15,087,444 ) (13,670,246 )
Total stockholders equity (deficit) 1,097,674 (599,946 )
Total liability and stockholders' equity (deficit) $ 1,171,410 $ 93,011

Medefile International, Inc
Condensed Consolidated Balance Sheet


	Unaudited
	September 30			December
Assets	2010			31, 2009
Current assets
Cash	$	802,310		$	1,513
Inventory		82,325			-
Accounts receivable		3,017			-
Total current assets		887,652			1,513
Website development, net of accumulated amortization		52,454			41,145
Furniture and equipment, net of accumulated depreciation		23,228			34,539
Deposits and other assets		2,360			14,475
Intangibles		1,339			1,339
Total assets	$	967,033		$	93,011

Liabilities and Stockholders' Equity (Deficit)
Accounts payable and accrued liabilities	$	88,810		$	146,556
Cash overdraft		-			862
Deferred revenues		10,618			1,362
Notes payable		-			411,253
Notes Payable - related parties		-			132,924
Total Current Liabilities		99,428			692,957


Stockholders' Equity (Deficit)
Preferred stock, $.0001 par value: 10,000 authorized,
no shares issued and outstanding		-			-
Common stock, $.0001 par value: 5,000,000,000 and 300,000,000 authorized;
3,413,021,410 and 1,463,021,410 shares issued and
outstanding on September 30, 2010 and December 31, 2009 respectively		341,302			146,302
Additional paid in capital		15,908,816			12,923,998
Accumulated deficit		(15,382,513	)		(13,670,246	)
Total stockholders' equity (deficit)		867,605			(599,946	)
Total liability and stockholders' equity (deficit)	$	967,033		$	93,011

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

Medefile International, Inc
Consolidated Statements 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,
2010 2009 2010 2009
Revenue $ 4,242 $ 2,716 $ 6,602 $ 7,456

Operating expenses
Selling, general and administrative expenses 101,135 244,268 180,309 753,303
Depreciation and amortization expense 9,441 5,712 13,692 11,424
Total operating expenses 110,576 249,980 194,001 764,727

Loss from operations (106,334 ) (247,264 ) (187,399 ) (757,271 )

Other Income/Expenses
Interest expense note payable (3,879 ) (2,419 ) (10,166 ) (4,086 )
interest expense - related party note payable (1,216,445 ) (1,626 ) (1,219,633 ) (3,205 )
Total other income (expense) (1,220,324 ) (4,045 ) (1,229,799 ) (7,291 )

Loss before income tax (1,326,658 ) (251,309 ) (1,417,198 ) (764,562 )
Provision for income tax - - - -
Net Loss $ (1,326,658 ) $ (251,309 ) $ (1,417,198 ) $ (764,562 )

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

Weighted average share outstanding 1,463,021,410 630,430,827 1,463,021,410 493,340,921

Medefile International, Inc

Condensed Consolidated Statements of Operations

(unaudited)


	For the Three			For the Three			For the Nine			For the Nine
	Months			Months			Months			Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2010			2009			2010			2009
Revenue	$	43,903		$	5,155		$	50,505		$	12,611

Operating expenses
Selling, general and administrative expenses		330,863			353,008			511,172			1,106,311
Depreciation and amortization expense		8,109			4,304			21,801			15,728
Total operating expenses		338,972			357,312			532,973			1,122,039

Loss from operations		(295,069	)		(352,157	)		(482,468	)		(1,109,428	)

Other Income (expenses)
Interest expense - note payable		-			(2,715	)		(10,166	)		(6,801	)
Interest expense - related party note payable		-			(1,698	)		(1,219,633	)		(4,903	)
Total other income (expense)		-			(4,413	)		(1,229,799	)		(11,704	)

Loss before income tax		(295,069	)		(356,570	)		(1,712,267	)		(1,121,132	)
Provision for income tax		-			-			-			-
Net Loss	$	(295,069	)	$	(356,570	)	$	(1,712,267	)	$	(1,121,132	)

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

Weighted average share outstanding		1,978,131,704			980,673,014			1,009,955,771			658,583,641
basic and diluted

~~The accompanying~~

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

Medefile International, Inc
Consolidated Statements of Cash Flows
(unaudited)
For the For the
Six Six
Months Months
Ended Ended
June 30, June 30,
2010 2009
Cash flows from operating activities
Net loss $ (1,417,198 ) $ (764,562 )
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization 8,447 11,424
Amortization 5,245
S-8 issuance of shares - 585,952
Interest Expense 10,166 4,086
Interest Expense - related party 1,219,633 3,205

Changes in operating assets and liabilities
Accounts receivable (2,976 )
Inventory (28,330 )
Prepaid Expenses - 17,810
Deposits and other assets 14,465 -
Accounts payable and accrued liabilities (79,261 ) 44,656
Cash overdraft (862 ) -
Deferred revenue 5,079 (4,634 )
Net Cash used in operating activities (265,592 ) (102,063 )
Cash flows from investing activities
Website Development (21,800 ) -
Net cash used in investing activities (21,800 ) -
Cash flow from financing activities
Proceeds from common stock subscription 1,000,000
Proceeds from note payable related party 29,200
Proceeds from note payable 340,842 66,491
Net cash provided by financing activities 1,340,842 95,691
Net increase(decrease) in cash and cash equivalents 1,053,450 (6,372 )
Cash and cash equivalents at beginning of period 1,513 7,844
Cash and cash equvalents at end of period $ 1,054,963 $ 1,472

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

Medefile International, Inc

Condensed Consolidated Statements of Cash Flows

(unaudited)

	For the			For the
	Nine			Nine
	Months			Months
	Ended			Ended
	September 30,			September 30,
	2010			2009
Cash flows from operating activities
Net loss	$	(1,712,267	)	$	(1,121,132	)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization		21,802			15,728
Stock based services		65,000			859,630
Interest expense		10,166			6,801
Interest expense - related party		1,219,633			4,903

Changes in operating assets and liabilities
Accounts receivable		(3,017	)
Inventory		(82,325	)
Prepaid expenses		-			17,810
Deposits and other assets		12,115			-
Accounts payable and accrued liabilities		(57,746	)		99,915
Cash overdraft		(862	)		3,446
Deferred revenue		9,256			(3,530	)
Net Cash used in operating activities		(518,245	)		(116,429	)
Cash flows from investing activities
Website development		(21,800	)		-
Net cash used in investing activities		(21,800	)		-
Cash flow from financing activities
Proceeds from common stock subscription		1,000,000
Proceeds from note payable related party					32,729
Proceeds from note payable		340,842			79,409
Net cash provided by financing activities		1,340,842			112,138
Net increase (decrease) in cash and cash equivalents		800,797			(4,291	)
Cash and cash equivalents at beginning of period		1,513			7,844
Cash and cash equvalents at end of period	$	802,310		$	3,553

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

~~The accompanying~~

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

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-K for the fiscal year ended December 31, 2009. 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 ~~June~~September 30, 2010, and the results of ~~op erations~~operations and cash flows for the three and ~~six~~nine months ended ~~June~~September 30, 2010 and 2009. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2010 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 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 invol ve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about the company and their investment, the investors took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

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

Medefile has developed 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' medi cal records and create a single, comprehensive medical record that is accessible 24 hours a day, seven days a week.

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. Currently our operating account is above the FDIC limit.

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred advertising costs for the three months ended ~~June~~September 30, 2010 and 2009 of approximately $0 and ~~$16,667~~$0 respectively. The Company incurred advertising costs for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 of approximately $2,568 and $16,667 respectively.

Income Taxes

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

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

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

Property and Equipment

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

Trademark Costs

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

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

Website Development

Website Development includes the cost of developing the website through the final stage of completion. The Company ~~expenses~~amortizes Website Development over a three year period beginning in the June 30, 2010 quarter. Expenses for the maintenance and operation of the website will be expensed as they are incurred.

Revenue Recognition

The Company generates revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility 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.

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.

Recent Accounting Pronouncements

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements

In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the a doption of this ASU to have a material impact on our consolidated financial statements.

~~On July 1, 2009, the FASB officially launched the FASB ASC 105 --~~ ~~Generally Accepted Accounting Principles~~, which established the FASB Accounting Standards Codification (“the Codification”), as the single official source of authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the Securities and Exchange Commission. The Codification is designed to simplify U.S. GAAP into a single, topically ordered structure. All guidance contained in the Codification carries an equal level of authority. The Codification is effective for interim and annual periods ending after September 15, 2009. Accordingly, the Company refers to the Codification in respect of the appropriate accounting standards throughout this document as “FASB ASC”. Implementation of the Codification did not have any impact on the Company’s consolidated financial statements.

On June 30, 2009, the FASB issued Accounting Standard Update (ASU) No. 2009-01 (Topic 105) – Generally Accepted Accounting Principles – amendments based on – Statement of Financial Accounting Standards No. 168 – The FASB Accounting and Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. Beginning with this Statement the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standard Updates. This ASU includes FASB Statement No. 168 in its entirety. While ASU’s will not be considered authoritative in their own right, they will serve to update the Codification, provide the bases for conclusions and changes in the Codification, and prov ide background information about the guidance. The Codification modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and nonauthoritative. ASU No. 2009-01 is effective for financial statements issued for the interim and annual periods ending after September 15, 2009, and the Company does not expect any significant financial impact upon adoption.

In August 2009, the FASB issued ASU No. 2009-05 – Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value. This ASU clarifies the fair market value measurement of liabilities. In circumstances where a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: a technique that uses quoted price of the identical or a similar liability or liabilities when traded as an asset or assets, or another valuation technique that is consistent with the principles of Topic 820 such as an income or market approach. ASU No. 2009-05 was effective upon issuance and it did not result in any significant financial impact on the Company upon adoption.

In September 2009, the FASB issued ASU No. 2009-12 – Fair Value Measurements and Disclosures (Topic 820) – Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent). This ASU permits use of a practical expedient, with appropriate disclosures, when measuring the fair value of an alternative investment that does not have a readily determinable fair value. ASU No. 2009-12 is effective for interim and annual periods ending after December 15, 2009, with early application permitted. Since the Company does not currently have any such investments, it does not anticipate any impact on its financial statements upon adoption.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140”. SFAS No. 166 amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” by eliminating the concept of special-purpose entity, requiring the reporting entity to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk to the assets, changes the requirements for the de-recognition of financial assets, and provides for the sellers of the assets to make additional disclosures. This Statement shall be effective as of the Company’s first interim reporting period that begins after November 15, 2009. Earlier applicati on is prohibited. The Company does not anticipate any significant financial impact from adoption of SFAS No. 166. As of September 30, 2009, SFAS No. 166 has not been added to the Codification.

In April 2009, the FASB issued an update to FASB ASC 820, “Fair Value Measurements and Disclosures”, related to providing guidance on when the volume and level of hactivity for the asset or liability have significantly decreased and identifying transactions that are not orderly. The update clarifies the methodology to be used to determine fair value when there is no active market or where the price inputs being used represent distressed sales. The update also reaffirms the objective of fair value measurement, as stated in FASB ASC 820, which is to reflect how much an asset would be sold in and orderly transaction, and the need to use judgment to determine if a formerly active market has become inactive, as well as to determine fair values when markets have become inactive. The Company adopte d this Statement in the second quarter of 2009 without significant financial impact.

In April 2009, the FASB ASC 320, “Investments – Debt and Equity”, amends current other-than-temporary guidance for debt securities through increased consistency in the timing of impairment recognition and enhanced disclosures related to credit and noncredit components impaired debt securities that are not expected to be sold. Also, the Statement increases disclosures for both debt and equity securities regarding expected cash flows, securities with unrealized losses, and credit losses. The Company adopted this Statement in the second quarter of 2009 without significant impact to our financial statements.

In April 2009, the FASB issued an update to FASB ASC 825, “Financial Insturments”, to require interim disclosures about the fair value of financial instruments”. This update enhances consistency in financial reporting by increasing the frequency of fair value disclosures of those assets and liabilities falling within the scope of FASB ASC 825. The Company adopted this update in the second quarter of 2009 without significant impact to the financial statements.

In April 2009, the FASB issued an update to FASB ASC 805, “Business Combinations”, that clarifies and amends FASB FASB ASC 805, as it applies to all assets acquired and liabilities assumed in a business combination that arise from contingencies. This update addresses initial recognition and measurement issues, subsequent measurement and accounting, and disclosures regarding these assets and liabilities arising from contingencies in a business combination. The Company adopted this Statement in the second quarter of 2009 without significant impact to the financial statements.

In January 2009, the FASB issued an update to FASB ASC 325, “Investments – Other”, which amends the impairments guidance on recognition of interest income and impairment on purchased beneficial interests and beneficial interests that continue to be held by a transferor in securitized financial assets to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The update also retains and emphasizes the objective of an other than-temporary impairment assessment and the related disclosure requirements in FASB ASC 320, “Investments – Debt and Equity Securities”, and other related guidance. The adoption of this update in the second quarter of 2009 did not have a significant impact on the Company’s financial statements.

In November 2008, EITF issued new guidance under FASB ASC 350, “Intangibles – Goodwill and Other” on accounting for defensive intangible assets”. The new guidance applies to all acquired intangible assets in which the acquirer does not intend to actively use the asset but intends to hold (lock up) the asset to prevent its competitors from obtaining or using the asset (a defensive asset). This guidance was adopted by the Company in January 2009 without impact to the financial statements.

In May 2008, the FASB issued an update to FASB ASC 470, “Debt”, with respect to accounting for convertible debt instruments that may be settled in cash upon conversion including partial cash settlement. This update applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under FASB ASC 815, “Derivatives and Hedging”. Additionally, this update specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost recognized in subsequent period s. The update is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company does not currently have any debt instruments for which this update would apply. This update was adopted in January 2009 without significant financial impact.

In March 2008, the FASB issued an update to FASB ASC 815, “Derivatives and Hedging” This update is intended to enhance the current disclosure framework in FASB ASC 815. Under this update, entities will have to provide disclosures about (a) how and why and entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB ASC 815 and its related interpretations, and (c), how derivative instruments and related hedged items effect an entity’s financial position, financial performance and cash flows. This update is effective for all financial statements issued for fiscal and interim periods beginning after November 15, 2008. The Company does not currently have any derivative instruments, nor does it engage in hedgi ng activities, therefore, the Company’s adoption of this update in the first quarter of 2009 was without significant financial impact.

In December 2007, the FASB issued an update to FASB ASC 805, “Business Combinations”which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for the Company with respect to business combinations for which the acquisition date is on or after January 1, 2009. The Company adopted this SFAS in the first quarter of 2009 without significant financial impact.

In December 2007, the FASB issued an update to FASB ASC 810, “Consolidation”, which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of noncontrolling owners. This update is effective for the Company as of January 1, 2009. The Company adopted this this update in January 2009 without significant impact on the consolidated financial position, results of operati ons, and disclosures.

Net Loss Per Share

Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Outstanding options to purchase 5,640,000 common shares, warrants to the purchase of 8,175,000 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three and ~~six~~nine months ended ~~June~~September 30, 2010. The warrants to the purchase of 8,175,000 common shares and outstanding options to purchase 5,640,000 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three and ~~six~~nine months ended June 30, 2010.

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

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

2. ACCOUNTS RECEIVABLE

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. WEBSITE ~~DEVELOPMENT.~~DEVELOPMENT

The ~~Company completed~~Website consists of the ~~development of a new website at a cost of $62,945, amortized~~following:

	September 30, 2010			December 31, 2009
Website development	$	62,945		$	41,145
Accumulated amortization		(10,491	)		-
Net website development	$	52,454		$	41,145

Amortization is calculated over a three year ~~period.~~period beginning in the second quarter of 2010. Amortization expense for the three months ending September 30, 2010 and 2009 is $5,245 and $0. Amortization expense for the nine months ending September 30, 2010 and 2009 is $10,491 and $0.

Website Development

June 30,
2010

Website development $ 62,945
Accumulated amortization 57,700
Net website development $ 57,700

4. FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

	June 30, 2010			December 31, 2009			September 30, 2010			December 31, 2009
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		(181,812	)		(173,365	)		(184,676	)		(173,365	)
Net furniture and equipment	$	26,092		$	34,539		$	23,228		$	34,539

Depreciation is calculated by using the straight-line method over the estimated useful life. Depreciation expense totaled ~~$4,196~~$2,864 and ~~$5,712~~$4,304 for the three months ended ~~June~~September 30, 2010 and 2009, respectively. Depreciation expense totaled ~~$8,446~~$11,311 and ~~$11,424~~$15,728 for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009, respectively.

~~5. INTANGIBLE ASSETS~~

The Company periodically tests its intangible assets for impairment. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets are tested for impairment, and write-downs will be included in results from operations. There was no impairment of acquired intangibles as of June 30, 2010 and December 31, 2009.

Identifiable intangible assets consist of the carrying value of a trademark totaling $1,339 as of June 30, 2010 and December 31, 2009. The trademark acquired is considered to have an undeterminable life, and as such will not be amortized. Instead, the trademark is tested annually for impairment, with any impairment charged against earnings in the Company’s consolidated statement of earnings. Management determined the fair value of the trademark acquired exceeded its recorded book value at June 30, 2010 and December 31, 2009.

6.5. NOTES PAYABLE

The Company has issued two Demand Notes.

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

	June 30, 2010			December 31, 2009		September 30, 2010			December 31, 2009
Beginning Balance	$	329,341		$	-	$	329,341		$	-
Borrowings		341,024			321,992		341,024			321,992
Accrued Interest		10,166			7,349		10,166			7,349
Purchased and converted by Lyle Hauser		(680,531	)		-		(680,531	)		-
Balance	$	-		$	329,341	$	-		$	329,341

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

	June 30, 2010			December 31, 2009		September 30, 2010			December 31, 2009
Beginning Balance	$	81,912		$	-	$	81,912		$	-
Borrowings		-			75,000		-			75,000
Accrued Interest		1,837			5,522		1,837			5,522
Purchased and converted by Lyle Hauser		(83,749	)		-		(83,749	)		-
Balance	$	-		$	81,912	$	-		$	81,912

7.6. NOTES PAYABLE - RELATED PARTY

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

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

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

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

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

Lyle Hauser Note	~~June~~September 30, 2010
Beginning Balance	$	-
Purchase Digital Note		680,531
Purchase Cybervault Note		104,007
Purchase Note – Unrelated Party		83,749
Purchase Note – Related Party		31,200
Interest Expense		1,215,513
Transferred to stock subscriptions		(2,115,000	)
Balance at	$	-

8.7. EQUITY

Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On August 6, 2009 the Company issued 65,972,222 shares of common stock for amounts due to consultants. The share issuance had a market value of $59,375.

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

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

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

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

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

1311

On May 24, 2010, Lyle Hauser, the son of the Company's Chief Executive Officer, agreed to convert notes in the aggregate principal amount of $900,000 into an aggregate of 450,000,000 shares of the Company's common stock. As of June 30, 2010, the conversion to common shares had not occurred. The amount to be converted is reported in Common Stock Payable on the balance sheet. The share were issued on July 20, ~~2010~~2010.

In June 2010 the Company accepted an agreement for an aggregate of 1,000,000,000 shares of its common stock for a per share purchase price of $0.001 per share (the “June Private Placement”). The Company received aggregate proceeds of $1,000,000 from its June Private Placement Agreement. The shares were unissued as of June 30, 2010 and are recorded through Common Stock Payable. The shares were issued July 20, 2010.

On August 16, 2010 the Company issued 10,000,000 shares of Common Stock for amounts due to consultants. The shares had a market value of $65,000.

Stock Options

2006 Incentive Stock Plan

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

2008 Amended and Restated Incentive Stock Plan

In November 2008, our board of directors adopted the 2008 Equity Incentive Plan and subsequently amended it in January 2009, June 2009 and July 2009 (the “2008 Plan”). The purpose of the 2008 Plan was to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2008 Plan, 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 2008 Plan will be administered by our board of directors until such time as such authority has been de legated to a committee of the board of directors.

2010 Incentive Stock Plan

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

A summary of option activity under all Plans as of ~~March 31,~~September 30, 2010, and changes during the period then ended are presented below:

	Options	Weighted-Average Exercise Price		Options	Weighted-Average Exercise Price
Outstanding at December 31, 2008	5,640,000	$	0.80	5,640,000	$	.080
Issued	-		-	-		-
Exercised	-		-	-		-
Forfeited or expired	-		-	-		-
Outstanding at December 31, 2009	5,640,000	$	0.80	5,640,000	$	0.80
Issued	-		-	-		-
Expired	-		-	-		-
Forfeited	-		-	-		-
Outstanding at June 30, 2010	5,640,000		0.80
Non-vested at June 30, 2010	-		-
Exercisable at June 30, 2010	5,640,000	$	0.80
Outstanding at September 30, 2010				5,640,000		0.80
Non-vested at September 30, 2010				-		-
Exercisable at September 30, 2010				5,640,000	$	0.80

1412

The options outstanding as of ~~June~~September 30, 2010 have been segregated for additional disclosure as follows:

Options Outstanding	Options Outstanding		Options Exercisable			Options Outstanding		Options Exercisable
			Weighted					Weighted
		Weighted	Average		Weighted		Weighted	Average		Weighted
Range of		Average	Remaining		Average		Average	Remaining		Average
Exercise	Number	Exercise	Contractual	Number	Exercise	Number	Exercise	Contractual	Number	Exercise
Price	Outstanding	Price	Life	Exercisable	Price	Outstanding	Price	Life	Exercisable	Price
$0.80	5,640,000	$ 0.80	1.00	5,640,000	$ 0.80	5,640,000	$ 0.80	.75	5,640,000	$ 0.80

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. For the three and ~~six~~nine months ended ~~June~~September 30, 2010 and 2009, the Company recorded no compensation expense related to options.

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. During the third quarter of 2010, the warrants issued on June 19, 2006 have expired. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions:

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

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

Warrants Outstanding	Warrants Outstanding						Warrants Exercisable						Warrants Outstanding						Warrants Exercisable
					Weighted						Weighted						Weighted						Weighted
					Average		Weighted				Average						Average		Weighted				Average
					Remaining		Average				Remaining						Remaining		Average				Remaining
Exercise	Exercise		Number		Contractual		Exercise		Number		Contractual		Exercise		Number		Contractual		Exercise		Number		Contractual
Prices	Prices		Outstanding		Life (years)		Price		Exercisable		Life (years)		Prices		Outstanding		Life (years)		Price		Exercisable		Life (years)
	$	3.50		50,000		.22	$	3.50		50,000		.22	$	5.00		50,000		.22	$	5.00		50,000		.22
	$	5.00		50,000		.47	$	5.00		50,000		.47	$	6.50		50,000		.47	$	6.50		50,000		.47
	$	6.50		50,000		.72	$	6.50		50,000		.79	$	8.00		50,000		.72	$	8.00		50,000		.72
	$	8.00		50,000		.97	$	8.00		50,000		.97	$	0.60		7,800,000		.50	$	0.60		7,800,000		.50
	$	0.60		7,800,000		.75	$	0.60		7,800,000		.75	$	0.56		175,000		2.5	$	0.56		175,000		2.50
	$	0.56		175,000		2.75	$	0.56		175,000		2.75				8,125,000		.79	$	1.41		8,175,000		.79
				8,175,000		1.22	$	0.73		8,175,000		1.22

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 date	4.75	%
Expected stock price volatility	155	%
Expected dividend payout	--
Expected option in life-years	5

Transactions 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, 2009	8,175,000	$	0.73	8,175,000	$	.079
Granted	-		-	-		-
Exercised	-		-	-		-
Canceled or expired	-		-	50.000		-
Outstanding at June 3, 2010	8,175,000	$	0.73
Outstanding at September 30, 2010				8,125,000	$	0.79

8. RELATED PARTY TRANSACTIONS

See Note 6 and 7

In June 2010, Lyle Hauser, the son of the Company’s Chief Executive Officer, invested $250,000 in the June Private Placement and received 250,000,000 shares of the Company’s common stock. In connection with the June Private Placement, Lyle Hauser also agreed to return and forfeit warrants to purchase an aggregate of 90,000,000 shares of the Company’s common stock that he had acquired in the May 2010 transaction. In consideration for the cancellation of warrants, Lyle Hauser received an additional 450,000,000 shares of the Company’s common stock. This cancellation of warrants resulted in an effective reduction in the per share purchase price paid by Lyle Hauser in the May 2010 transaction from $0.002 per share to $0.001 per share.

~~10.~~9. SUBSEQUENT EVENTS

~~On July 20, 2010 the Company issued 1,900,000,000 shares which were recorded as stock payable as of June 30, 2010.~~None

On July 20, 2010, the Company filed a Certificate of Amendment to its Articles of Incorporation, pursuant to which it increased the number of shares of common stock that the Company has the authority to issue from 3,000,000,000 to 5,000,000,000.

On August 15, 2010, Milton Hauser resigned as President, Chief Executive Officer and as a director to the Board of Directors. The Board of Directors appointed Kevin Hauser as President, Chief Executive Officer and to fill the vacancy on the Board created by the resignation of Milton Hauser.

1614

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-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on April 21, 2010. The following discussion should be read in conjunction w ith our consolidated financial statements provided in this quarterly report on Form 10-Q.

OVERVIEW

Organizational History

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").

Website Development

The Company has completed an extensive redesign of its website. The site has been rebranded and ~~enhanced~~made ready for search engine optimization (SEO). During development, the Company used feedback from focus groups to make the site user friendly, intuitive and ~~user friendly.~~easy to use. In addition ~~improvements~~improvement have been made to help ~~convert sales through~~ direct response ~~campaigns~~campaigns.

RESULTS OF OPERATIONS

THREE MONTHS ENDING ~~JUNE~~SEPTEMBER 30, 2010 COMPARED TO THREE MONTHS ENDING ~~JUNE~~SEPTEMBER 30, 2009

Revenues

Revenues for the quarter ended ~~June~~September 30, 2010 totaled ~~$4,242~~$43,903 compared to revenues of ~~$2,716~~$5,155 during the quarter ended ~~June~~September 30, 2009. The increase in revenue is primarily related to an increase 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. The company has increased it marketing and advertising efforts, as a result there has been a substantial increase in memberships over the previous period. Revenues received from memberships are expenses through the period of the membership and therefore revenue ~~recognized represen ts~~recogniz ed represents a fraction of the membership in the quarter being reported.

1715

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the quarter ended ~~June~~September 30, 2010 totaled ~~101,135~~$330,863 consisting primarily of marketing costs and professional fees. This is a decrease of ~~$143,133~~$22,145 or approximately ~~58.6%~~6.27% compared to selling, general and administrative expenses of ~~$244,268~~$353,008 for the quarter ended September 30, 2009. The overall decrease in the total selling, general and administrative is primarily due a decrease in non cash compensation, sales, marketing, and business development expenses.

Depreciation and Amortization Expense

Depreciation and Amortization expense totaled $8,109 for the quarter ended September 30, 2010, compared to depreciation expense of $4,304 during the quarter ended June 30, 2009. This was due to some assets being fully depreciated and the purchase of assets in the 2009, in addition, the amortization of website development expenses began in the second quarter of 2010.

Interest Expense

Net interest expense for the quarter ended September 30, 2010 was $0 a decrease of $4,413 as compared to interest expense of $4,413 during the quarter ended September 30, 2009. The decrease was due to payment of a note payable to a related party with common stock in the second quarter of 2010.

Net Loss

For the reasons stated above, our net loss for quarter ended September 30, 2010 was $295,069 or $0.00 per share, an decrease of $61,501, compared to a net loss of $356,5770 or $0.00 per share during the quarter ended September 30, 2009.

NINE MONTHS ENDING SEPTEMBER 30, 2010 COMPARED TO NINE MONTHS ENDING SEPTEMBER 30, 2009

Revenues

Revenues for the nine months ended September 30, 2010 totaled $50,505 compared to revenues of $12,611 during the nine months ended September 30, 2009. The increase in revenue is primarily related to an increase 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. The company has increased its marketing and advertising efforts as a result there has been a substantial increase in memberships over the previous period. Revenues received from memberships are expenses through the period of the membership and therefore revenue recognized represents a fraction of the membership in the quarter being reported.

The company has increased it marketing and advertising efforts, as a result there has been a substantial increase in memberships over the previous period beginning in the month of June. Revenues received from memberships are expenses 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

Selling, general and administrative expenses for the nine months ended September 30, 2010 totaled $511,172 consisting primarily of marketing costs and professional fees. This is a decrease of $595,139 or approximately 53.8% compared to selling, general and administrative expenses of $1,106,311 for the nine months ended September 30, 2009. The overall decrease in the total selling, general and administrative is primarily due a decrease in non cash compensation, sales, marketing, and business development expenses.

Depreciation and Amortization Expense

Depreciation and ~~Amortization~~amortization expense totaled ~~$9,441~~$21,801 for the ~~quarter~~nine months ended ~~June~~September 30, 2010, compared to depreciation expense of ~~$5,712~~$15,728 during the ~~quarter~~nine months ended ~~June~~September 30, 2009. ~~This~~The decrease was due to some assets being fully depreciated and the purchase of assets in the 2009, in addition, the amortization of website development expenses beginning in ~~this quarter.~~the second quarter of 2010.

Interest Expense

Net interest expense for the ~~quarter~~nine months ended ~~June~~September 30, 2010 was ~~$1,220,324~~$1,229,799, an increase of ~~$1,216,279 as~~$1,218,095, compared to interest expense of ~~$4,045~~$11,704 during the ~~quarter~~nine months ended ~~June~~September 30, 2009. The increase was due to payment of a note payable to a related party with common stock. The fair market value, totaling $2,115,000 calculated on the date of the agreement, exceeded the value of the note payable by $1,215,000 and was recorded as interest expense. The additional interest on the conversion of the note is a non cash charge.

~~Net Loss~~

For the reasons stated above, our net loss for quarter ended June 30, 2010 was $1,326,658 or $0.00 per share, an increase of $1,075,349, compared to a net loss of $251,309 or $0.00 per share during the quarter ended June 30, 2009.

~~SIX MONTHS ENDING JUNE 30, 2010 COMPARED TO SIX MONTHS ENDING JUNE 30, 2009~~

~~Revenues~~

Revenues for the six months ended June 30, 2010 totaled $6,602 compared to revenues of $7,456 during the six months ended June 30, 2009. The decrease in revenue is primarily related to a decrease in medical record reimbursement revenue received from members compared to the same period in 2009. 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. The company has increased it marketing and advertising efforts, as a result there has been a substantial increase in memberships over the previous period beginning in the month of June. Revenues received from memberships are expenses through the period of the member ship and therefore revenue recognized represents a fraction of the membership in the quarter being reported.

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses for the six months ended June 30, 2010 totaled $180,309 consisting primarily of marketing costs and professional fees. This is a decrease of $572,994 or approximately 76.1% compared to selling, general and administrative expenses of $753,303 for the six months ended June 30, 2009. The overall decrease in the total selling, general and administrative is primarily due a decrease in non cash compensation, sales, marketing, and business development expenses.

~~Depreciation and Amortization Expense~~

Depreciation and amortization expense totaled $13,692 for the six months June 30, 2010, compared to depreciation expense of $11,424 during the six months ended June 30, 2009. The decrease was due to some assets being fully depreciated and the purchase of assets in the 2009, in addition, the amortization of website development expenses beginning in this quarter of 2010.

~~Interest Expense~~

Net interest expense for the six months ended June 30, 2010 was $1,229,799, an increase of $1,222,508, compared to interest expense of $7,291 during the six months ended June 30, 2009. The increase was due to payment of a note payable to a related party with common stock. The fair market value, totaling $2,115,000 calculated on the date of the agreement, exceeded the value of the note payable by $1,215,000 and was recorded as interest expense. The additional interest on the conversion of the note is a non cash charge.

Net Loss

For the reasons stated above, our net loss for ~~six~~nine months ended ~~June~~September 30, 2010 was ~~$1,417,198~~$1,712,267 or $0.00 per share, an increase of ~~$652,636,~~$591,135, compared to a net loss of ~~$764,562~~$1,121,132 or $0.00 per share during the ~~six~~nine months ended ~~June~~September 30, 2009.

FINANCIAL CONDITION

Liquidity and Capital Resources

As of ~~June~~September 30, 2010, we had cash and cash equivalents of ~~$1,054,963,~~802,310, Inventory of ~~$28,330~~$82,325 and Accounts Receivable of ~~$2,976.~~$3,017. Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2010 was approximately ~~$275,067.~~$518,246. Current liabilities of ~~$73,736~~$99,428 consisted of ~~$67,295~~$88,810 for accounts payable and accrued liabilities and deferred revenues of ~~$6,441.~~$10,618. We have a working capital of ~~$1,012,533.~~$788,224.

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 ~~$1,417,198~~$1,712,267 for the ~~six~~nine months ended ~~June~~September 30, 2010 and $2,164,639 for the year ended December 31, 2009 and had an accumulated deficit of ~~$15,087,444~~$15,382,513 as of ~~June~~September 30, 2010. The Company has a working capital of ~~$1,012,533~~$788,224 as of June 30, 2010.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements as of June 30, 2010 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 4.4T. 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 June 30, 2010, 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 June 30, 2010 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, sum marized 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 June 30, 2010, 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.

1917

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Consumer Protection Corporation -

Plaintiff commenced an action on or about September 3, 2009, by the filing of a Complaint. Plaintiff asserted claims arising from an alleged unsolicited facsimile concerning the Company. Plaintiff alleged that the Company paid a company called to broadcast the facsimile to Plaintiff as well as other members of the proposed class. Based upon these allegations, Plaintiff asserted claims for violations of the Telephone Consumer Protection Act, declaratory judgment, civil conspiracy, and aiding and abetting. Plaintiff seeks class certification, injunctive relief, damages in accordance with the Telephone Consumer Protection Act, costs, attorneys' fees, and costs.

On December 8, 2008, the Company filed a motion to dismiss the Complaint. On January 5, 2009, Plaintiff filed its response in opposition to the motion to dismiss. On January 14, 2009, the Company filed its reply to the response. In an order dated August 20, 2009, the court granted the Company's motion, but allowed the Plaintiff to file a motion to amend the complaint within ten days of the order. On September 3, 2009, Plaintiff filed a motion to amend and attached a proposed amended complaint. On September 21, 2009, the company opposed Plaintiff's motion to amend its complaint.

On or about May 14, 2010, the Company settled this matter for $1,500.

Realty Associates Fund VI, LP

On April 3, 2009, Realty Associates Fund VI, LP filed suit against the Company in the Superior Court of New Jersey, Law Division - Morris County, alleging amounts owed under the Company's lease with Realty Associates. On August 5, 2009, Realty Associates requested that the court enter a default judgment against the Company in the amount of $204,535. The Company has reached a settlement with the Plaintiff in the amount of $40,000, which shall be payable $20,000 upon execution of the settlement agreement and $20,00 within 120 days of execution. The initial payment was made on March 26, 2010 and the final payment was made on July 19, ~~2010~~2010.

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item 3. Defaults Upon Senior Securities

None.

Item 4.

Reserved

Item 5. Other Information

On August 15, 2010, Milton Hauser submitted his resignation as President, Chief Executive Officer and as a member of the Board of Directors of the Company. Effective August 15, 2010, Kevin Hauser was appointed as President, Chief Executive Officer, and as a member of the Board of Directors of the Company. Kevin Hauser is the son of Milton Hauser. He is 37 years old. He was served as the Director of New Business Development of the Company since 2004.None.

2018

Item 6. Exhibits

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

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

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

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

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

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

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

	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

	10.8	Promissory Note dated April 11, 2007

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

	14.	Code of Ethics

	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)

	21.1	Subsidiaries

	31.1	Section 302 Certification – Chief Executive OfficerOfficer

	31.2	Section 302 Certification – Chief Financial Officer* Officer *

	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002- Chief Executive Officer* Officer *

	32.2	Certification 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.

2119

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.

~~August 16,~~November 15, 2010	By:	/s/Kevin Hauser
		Kevin Hauser
		President, Chief Executive Officer, Acting Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer)

Medefile International, Inc
Consolidated Balance Sheet

	Unaudited
	June 30,			December
Assets	2010			31, 2009
Current assets
Cash	$	1,054,963		$	1,513
Inventory		28,330			-
Accounts receivable		2,976			-
Total current assets		1,086,269			1,513
Website development, net of accumulated amortization		57,700			41,145
Furniture and equipment, net of accumulated depreciation		26,092			34,539
Deposits and other assets		10			14,475
Intangibles		1,339			1,339
Total assets	$	1,171,410		$	93,011

Liabilities and Stockholders' Equity (Deficit)
Accounts payable and accrued liabilities	$	67,295		$	146,556
Cash overdraft		-			862
Deferred revenues		6,441			1,362
Notes payable		-			411,253
Notes Payable - related parties		-			132,924
Total Current Liabilities		73,736			692,957


Stockholders' Equity (Deficit)
Preferred stock, $.0001 par value: 10,000 authorized,
no shares issued and outstanding		-			-
Common stock, $.0001 par value: 1,500,000 and 300,000 authorized;
1,463,021,410 and 218,493,971 shares issued and
outstanding on June 30, 2010 and December 31, 2009 respectively		146,302			146,302
Common stock payable		3,114,818			-
Additional paid in capital		12,923,998			12,923,998
Accumulated deficit		(15,087,444	)		(13,670,246	)
Total stockholders equity (deficit)		1,097,674			(599,946	)
Total liability and stockholders' equity (deficit)	$	1,171,410		$	93,011

Medefile International, Inc
Consolidated Statements 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,
	2010			2009			2010			2009
Revenue	$	4,242		$	2,716		$	6,602		$	7,456

Operating expenses
Selling, general and administrative expenses		101,135			244,268			180,309			753,303
Depreciation and amortization expense		9,441			5,712			13,692			11,424
Total operating expenses		110,576			249,980			194,001			764,727

Loss from operations		(106,334	)		(247,264	)		(187,399	)		(757,271	)

Other Income/Expenses
Interest expense note payable		(3,879	)		(2,419	)		(10,166	)		(4,086	)
interest expense - related party note payable		(1,216,445	)		(1,626	)		(1,219,633	)		(3,205	)
Total other income (expense)		(1,220,324	)		(4,045	)		(1,229,799	)		(7,291	)

Loss before income tax		(1,326,658	)		(251,309	)		(1,417,198	)		(764,562	)
Provision for income tax		-			-			-			-
Net Loss	$	(1,326,658	)	$	(251,309	)	$	(1,417,198	)	$	(764,562	)

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

Weighted average share outstanding		1,463,021,410			630,430,827			1,463,021,410			493,340,921

Medefile International, Inc
Consolidated Statements of Cash Flows
(unaudited)
	For the			For the
	Six			Six
	Months			Months
	Ended			Ended
	June 30,			June 30,
	2010			2009
Cash flows from operating activities
Net loss	$	(1,417,198	)	$	(764,562	)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization		8,447			11,424
Amortization		5,245
S-8 issuance of shares		-			585,952
Interest Expense		10,166			4,086
Interest Expense - related party		1,219,633			3,205

Changes in operating assets and liabilities
Accounts receivable		(2,976	)
Inventory		(28,330	)
Prepaid Expenses		-			17,810
Deposits and other assets		14,465			-
Accounts payable and accrued liabilities		(79,261	)		44,656
Cash overdraft		(862	)		-
Deferred revenue		5,079			(4,634	)
Net Cash used in operating activities		(265,592	)		(102,063	)
Cash flows from investing activities
Website Development		(21,800	)		-
Net cash used in investing activities		(21,800	)		-
Cash flow from financing activities
Proceeds from common stock subscription		1,000,000
Proceeds from note payable related party					29,200
Proceeds from note payable		340,842			66,491
Net cash provided by financing activities		1,340,842			95,691
Net increase(decrease) in cash and cash equivalents		1,053,450			(6,372	)
Cash and cash equivalents at beginning of period		1,513			7,844
Cash and cash equvalents at end of period	$	1,054,963		$	1,472

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