SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 27, 2012
MedeFile International, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 033-25126 D | 85-0368333 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
301 Yamato Road Suite 1200 Boca Raton, FL | 33431 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (561) 912-3393
| |
| (Former name or former address, if changed since last report) |
Copies to: Richard A. Friedman, Esq. Jeff Cahlon, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, New York 10006 Telephone: (212) 930-9700 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On April 27, 2012, MedeFile International, Inc. (the “Company”) entered into a securities purchase agreement with an accredited investor (the “Investor”) pursuant to which, on May 2, 2012, the Company sold 3,000,000,000 shares of common stock for an aggregate purchase price of $300,000.
In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | | Description |
| 10.1 | | Securities Purchase Agreement, dated April 27, 2012, between the Company and the Investor |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | MEDEFILE INTERNATIONAL, INC. | |
| | | | |
| Date: May 16, 2012 | By: | /s/ Kevin Hauser | |
| | | Name: Kevin Hauser | |
| | | Title: Chief Executive Officer | |
| | | | |
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