-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HRb8Ovvk0BBUNJY/iv3oHxU55LXsXhqemOtd8ipjP4J5lz+kK7vBc8p0DobaJygd goL+heHGykpWebCX7ayigA== 0001013762-06-001761.txt : 20060828 0001013762-06-001761.hdr.sgml : 20060828 20060828145311 ACCESSION NUMBER: 0001013762-06-001761 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060823 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060828 DATE AS OF CHANGE: 20060828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Medefile International, Inc. CENTRAL INDEX KEY: 0000842013 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 850368333 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-25126-D FILM NUMBER: 061058360 BUSINESS ADDRESS: STREET 1: 2 RIDGEDALE AVENUE STREET 2: SUITE 217 CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 BUSINESS PHONE: (973) 993-8001 MAIL ADDRESS: STREET 1: 2 RIDGEDALE AVENUE STREET 2: SUITE 217 CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 FORMER COMPANY: FORMER CONFORMED NAME: OMNIMED INTERNATIONAL, INC. DATE OF NAME CHANGE: 20051122 FORMER COMPANY: FORMER CONFORMED NAME: BIO SOLUTIONS INTERNATIONAL INC DATE OF NAME CHANGE: 20010214 FORMER COMPANY: FORMER CONFORMED NAME: SEPTIMA ENTERPRISES INC DATE OF NAME CHANGE: 19920703 8-K 1 aug282006form8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2006 Medefile International, Inc. (Exact name of registrant as specified in its charter) Nevada 033-25126 D 85-0368333 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification Number) 2 Ridgedale Avenue, Suite 217 Cedar Knolls, NJ 07927 (Address of principal executive offices) (zip code) (973) 993-8001 (Registrant's telephone number, including area code) Copies to: Richard A. Friedman, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] 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 5.02 Election of Directors On August 23, 2006, the Board of Directors of Medefile International, Inc. (the "Company") appointed Anthony Paquin to the Board of Directors of the Company. There are no understandings or arrangements between Mr. Paquin and any other person pursuant to which Mr. Paquin was selected as a director. Mr. Paquin will serve as an independent member of the Audit and Compensation Committees of the Board of Directors. Mr. Paquin does not have any family relationship with any director, executive officer or person nominated or chosen by us to become an officer or director. From February 2006 to the present, Mr. Paquin has served as the founder and Chief Executive Officer of The Paquin Group, an alliance of industry-leading experts and resources created to assist hospitals in the implementation of healthcare retail strategies. From December 2002 to January 2005, Mr. Paquin was a self-employed management consultant, specializing in management consulting services to senior leadership or major healthcare companies. From March 1998 to November 2002, Mr. Paquin was the chief executive officer of Medinex Systems, Inc. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press release dated August 23, 2006 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Medefile International, Inc. Dated: August 28, 2006 By: /s/ Milton Hauser ----------------- Name: Milton Hauser Title: President, Chief Executive Officer EX-99 2 ex991.txt MedeFile International Expands Board of Directors With Appointment of Anthony Paquin as Independent Member Wednesday CEDAR KNOLLS, N.J., Aug. 23 /PRNewswire-FirstCall/ -- MedeFile International, Inc. (OTC Bulletin Board: MDFI - News), a leader in portable electronic medical records management, today announced that Anthony ("Tony") Paquin has been appointed to serve as an independent member of the Company's Board of Directors and as a member of the Audit and Compensation committees. Commenting on his Board appointment, Paquin noted, "Considering its unique market positioning and well-differentiated product and service offerings, MedeFile represents a very compelling company with very promising growth potential. I look forward to working closely with the Company's executive leadership team to help maximize this potential while ensuring that only best industry practices are adopted for its corporate oversight and shareholder stewardship." With over 20 years' experience leading the strategic direction of both private and public companies in the insurance, technology and healthcare industries, Paquin brings MedeFile proven expertise and skill in executive management, effective teambuilding, strategic business development, mergers and acquisitions, and corporate finance, among other areas. Currently, Paquin serves as founder and Chief Executive Officer of The Paquin Group, an alliance of industry-leading experts and resources created to assist hospitals in the implementation of healthcare retail strategies. He previously founded and managed one of the largest technology companies in the insurance sector and was Chief Executive Officer of a Nasdaq-listed healthcare services company. In addition, Paquin has extensive experience in public policy at both the state and national levels and has participated in strategic sessions at the Naval War College and ran for office in the United States House of Representatives. "In light of MedeFile's objective to move onto a national exchange, we felt the time was appropriate to begin expanding our Board of Directors to provide for greater independent corporate governance and enhanced leadership. We are very pleased to be welcoming Tony to our Board, and expect that his strong and impressive background, coupled with his industry influence and resources in the healthcare and technology arenas, will prove invaluable to MedeFile as we progress our exciting business plan," stated Milton Hauser, Chairman and Chief Executive Officer of MedeFile. About MedeFile International, Inc. Headquartered in New Jersey, MedeFile has developed a proprietary system for gathering and digitizing medical records so that individuals can have a comprehensive record of all of their medical visits. 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' actual medical records and create a single, comprehensive medical record that is accessible 24 hours a day, seven days a week. For more information about MedeFile and the MedeFile system, visit http://www.medefile.com . Safe Harbor Statement Under the Private Securities Litigation Act of 1995 With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of MedeFile could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the Company's operations or expansion, inability to hire and retain qualified personnel, changes in the general economic climate, including rising interest rates, and unanticipated events such as terrorist activities. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, and such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. For further risk factors associated with our Company, review our SEC filings. FOR MORE INFORMATION, PLEASE CONTACT: Investors/Stockbrokers/Institutions/Media Elite Financial Communications Group, LLC/Elite Media Group Dodi Handy, 407-585-1080 or via email at mdfi@efcg.net -----END PRIVACY-ENHANCED MESSAGE-----