MEDEFILE INTERNATIONAL, INC. Form 10-KSB/A

10KSB/A 1 form10ksba.htm MEDEFILE INTERNATIONAL, INC. FORM 10-KSB/A MEDEFILE INTERNATIONAL, INC. Form 10-KSB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-KSB/A

(MARK ONE)
x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the year ended December 31, 2006

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the year ended December 31, 2006

Commission file number: 33-25126-D

MEDEFILE INTERNATIONAL, INC.

(Exact name of registrant as specified in its chapter)

NEVADA	85-0368333
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

2 Ridgedale Avenue, Ste. 217

Cedar Knolls, NJ 07927

(Address of principal executive offices) (Zip Code)

(973) 993-8001

(Issuer's telephone number)

WITH COPIES TO:

Richard A. Friedman Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, New York 10018

Tel:(212) 930-9700

Fax:(212) 930-9725

Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-KSB. £

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

The issuer’s revenues for the year ended December 31, 2006 were $37,363.

Based on the closing sale price on the OTC Bulletin Board on April 02, 2007, the aggregate market value of the registrant's common stock held by non-affiliates was approximately $8,134,384. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 178,733,910 as of March 22, 2007.

Transitional Small Business Disclosure Format (Check One) Yes o No x

TABLE OF CONTENTS


ITEM 1.	DESCRIPTION OF BUSINESS	1

ITEM 2.	DESCRIPTION OF PROPERTY	4

ITEM 3.	LEGAL PROCEEDINGS	4

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	5

ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS	6

ITEM 6.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	7

ITEM 7.	FINANCIAL STATEMENTS	15

ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	16

ITEM 8A.	CONTROLS AND PROCEDURES	16

ITEM 8B.	OTHER INFORMATION	17

ITEM 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT	17

ITEM 10.	EXECUTIVE COMPENSATION	19

ITEM 11.	SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	23

ITEM 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	24

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Organizational History

On November 1, 2005, Bio-Solutions International, Inc. ("Bio-Solutions") entered into an Agreement and Plan of Merger (the "Agreement") with OmniMed Acquisition Corp., (the "Acquirer), a Nevada corporation and a wholly owned subsidiary of Bio-Solutions, OmniMed International, Inc., a Nevada corporation ("OmniMed"), and the shareholders of OmniMed (the "OmniMed Shareholders"). Pursuant to the Agreement, Bio-Solutions acquired all of the outstanding equity stock of OmniMed from the OmniMed Shareholders. As consideration for the acquisition of OmniMed, Bio-Solutions agreed to issue 9,894,900 shares of Bio-Solutions' common stock to the OmniMed Shareholders. These issuances were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended since, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about the company and their investment, the investors took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

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

Overview of Business

Medefile International, Inc., through its Medefile, Inc. subsidiary, has developed a system for gathering, digitizing, storing and distributing information for the healthcare field.

Medefile's goal is to revolutionize the medical industry by bringing 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 has created a 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' medical records and create a single, comprehensive medical record that is accessible 24 hours a day, seven days a week.

Industry Overview

Since the beginning of modern medicine, information about a patient's history, testing, treatment and care have been key ingredients in the provision of quality healthcare. Medical record information takes many forms, such as the patient's diagnosis, treatments, surgeries, medications, allergies, x-rays, and test results. The usage of medical record information has dramatically increased over the past 2 decades due to factors such as the complex reimbursement structure in the United States healthcare system, an ever more litigious society, and increased patient awareness.

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

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

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

Overview of Products and Services

MedeFile

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

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

MedeFile's Emergency Medical Information (EMI) Card

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

The Digital Health Profile (DHP)

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

MedeDrive

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

MedeVault

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

Medefile Clinical Information Systems (CIS)

Medefile CIS is a Business-to-Business professional consulting service that is designed to generate revenue from two primary sources: consulting engagements and product commissions.

Medefile CIS intends to offer a full range of HIPPA assessment and compliance services. Medefile CIS' goal is to facilitate the transition to HIPAA compliance. In addition, Medefile CIS intends to offer services that will enable medical facilities to transition from paper-based medical records to electronic medical records. Medefile CIS plans to digitize medical facility offices and offer software to keep the records up-to-date, index the records, and make them queryable based on each facility's specific needs.

Medefile consulting engagements are generally fixed-price and fixed scope projects that also generate occasional time-and-materials income from ongoing support and training activities related to its services. In addition, Medefile CIS intends to resell technology from various vendors as needed and may incur commission revenue and revenue from the markup of these products.

Medefile CIS will offer several services, including the evaluation of the record keeping, security, and back office practices. After evaluation is complete, Medefile CIS staff will move forward to implement their own remediation plans for the client. One aspect of these plans may include OmniScan, a component of CIS, which would produce additional revenue by scanning existing paper-based medical records and converting them to a secure, more efficient digital format. Furthermore, other revenue streams may be created based on the licensing of the OmniViewer for the digitized records as well as the scanning software for those facilities wishing to implement a "go-forward" scanning system. Finally, the clients may be charged a contractual support fee for ongoing technical support and updates, which may be assessed on an annual basis.

OmniScan

Medefile's OmniScan service is designed to enable medical facilities to convert their paper based medical records into a digital format. Medefile CIS intends to license the software which allows for electronic records to be viewed at various facility locations. In addition, the OmniScan service is designed to provide the following advantages: high quality images, high-speed conversion, record keeping in a single location, simultaneous use of files, and simplified release of information.

SecurMed

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

Members

As of December 31, 2006, MedeFile had approximately 545 members.

Sales and Marketing

Medefile intends to employ the following marketing strategies in order to generate awareness of Medefile's products and services: direct sales, direct mail, a public relations campaign, speaking engagements by Medefile's executive officers, participation in trade shows, and alliances and partnerships with third parties.

Medefile's marketing strategy will target the following types of organizations: Health Maintenance Organizations, Preferred Provider Organizations, managed care organizations, insurance companies, unions, large groups of individuals such as AARP, large and medium sized corporations, nursing homes, and internet users.

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

o MedeFile Website - through normal e-commerce mechanisms, patients may enroll in the service directly from the MedeFile website. Membership may be purchased on an annual basis and may be paid all at once, or over time at the patient's discretion.

o Physician Referrals - Patients may enroll based on a doctor's referral. In the event that these physicians are also Medefile CIS customers, they may easily transfer their patients' information into the MedeFile system.

o Large group offerings (e.g., AARP, trade unions) - Large, membership-driven organizations may offer the MedeFile system to their members at a discounted rate, which may be negotiated with Medefile based on the size of the expected enrollment. An additional promotional advantage may be derived from the use of MedeFile through the website of the client organization. Hence, MedeFile functionality may be accessed using each organization's site.

o Insurance companies - Similar to large group offerings identified above, insurance companies may offer the MedeFile service to their insured as a means to decrease the cost of medical care.

Technology

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

Competition

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

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

Employees

From our inception through the period ended December 31, 2006, we have relied on the services of outside consultants. As of December 2006, Medefile had a total two full time employees and five consultants.

None of our employees are covered by collective bargaining agreements, and we believe our relations with our employees are favorable.

FORWARD-LOOKING STATEMENTS

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

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this annual report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You should specifically consider the factors identified in this annual report which would cause actual results to differ before making an investment decision. We are under no duty to update any of the forward-looking statements after the date of this annual report or to conform these statements to actual results.

ITEM 2. DESCRIPTION OF PROPERTY

Medefile leases its main office, which is located at 2 Ridgedale Avenue, Ste. 217, Cedar Knolls, NJ, 07927. The Company is obligated under a lease for office space in New Jersey commencing November 2003 and expiring in October 2008. The lease also provides for additional rent for increases in operating expenses. Future minimum rent payments under the lease are:

2007	$	20,633
2008		18,054
2009		--
2010		--
2011		--

Total	$	38,687

We believe that our current office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.

ITEM 3. LEGAL PROCEEDINGS

Medefile is not a party to any pending legal proceeding, nor is its property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of Medefile's business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

The following table sets forth, for the periods indicated, the range of high and low intraday closing bid information per share of our common stock as quoted on the Over The Counter Bulletin Board. Our stock is traded under the symbol "MDFI".

	High		Low
Quarter ended 03/31/05	$	45.00	$	10.10
Quarter ended 06/30/05	$	17.50	$	2.50
Quarter ended 09/30/05	$	2.50	$	2.50
Quarter ended 12/31/05	$	12.00	$	2.50
Quarter ended 03/31/06	$	25.00	$	3.00
Quarter ended 06/30/06	$	5.50	$	1.60
Quarter ended 09/30/06	$	3.85	$	0.78
Quarter ended 12/31/06	$	1.76	$	0.45

(The quarterly prices are adjusted to reflect the May 2005, 1 for 10 reverse split).

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

As of March 22, 2007, there were approximately 1,042 holders of record of the Company's common stock. As of March 22, 2007, the Company had 178,733,910 its common stock issued and outstanding.

IN-KIND DIVIDEND

On January 20, 2006, the Company paid an in-kind dividend of 14 shares of common stock for each share of common stock held by shareholders of record at the close of business on January 16, 2006.

DIVIDEND POLICY

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

1. the Company would not be able to pay its debts as they become due in the usual course of business; or

2. the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

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

EQUITY COMPENSATION PLAN INFORMATION

The following table shows information with respect to each equity compensation plan under which Medefile's common stock is authorized for issuance as of the fiscal year ended December 31, 2006.

Plan category	Number of securities	Weighted average	Number of securities
	to be issued upon	exercise price of	remaining available for
	exercise of	outstanding options,	future issuance under
	outstanding options,	warrants and rights	equity compensation plans
	warrants and rights		(excluding securities
			reflected in column (a)

	(a)	(b)	(c)

Equity compensation plans approved	-0-	-0-	-0-
by security holders

Equity compensation plans not	5,660,000	$ 0.80	4,340,000
approved by security holders

Total	5,660,000	$ 0.80	4,340,000

In January 2006, the Board of Directors of the Company approved and Incentive Stock Plan, which plan has not yet been presented to shareholders for their approval, 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 (See "ITEM 10. EXECUTIVE COMPENSATION - EMPLOYMENT AGREEMENTS").

SALES OF UNREGISTERED SECURITIES

On June 19, 2006, the Company issued 200,000 warrants to consultants for services to be provided.

These issuances were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended since, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about the company and their investment, the investors took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with our consolidated financial statements provided in this annual report on Form 10-KSB. Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed more fully herein.

The forward-looking information set forth in this annual report is as of the date of this filing, and 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 this annual report.

OVERVIEW

Medefile has developed a system for gathering, digitizing, storing and distributing information for the healthcare field.

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.

RECENT DEVELOPMENTS

HSA Bank Marketing Agreement

In February, 2007, we entered into a marketing agreement with HSA Bank®, a division of Webster Bank, N.A., member FDIC, a subsidiary of Webster Financial Corporation (NYSE: WBS - News), to offer MedeFile's medical records management memberships to HSA's customers and employeees. Pursuant to the agreement, HSA has agreed to place a hyperlink from its website to Medefile’s website, which will enable HSA’s customers and employees to sign up for Medefile’s service.

RESULTS OF OPERATIONS OR PLAN OF OPERATION

In accordance with the Agreement and Plan of Merger entered into on November 1, 2005, the Company adopted a change from a fiscal year end of June 30 to a calendar year-end, effective for the short-year (six months) ended December 31, 2005. To facilitate the change, the Company is reporting a one-time short-year (six months) ended December 31, 2005. Subsequent to the transition period, our first full financial year will cover the period from January 1, 2006 to December 31, 2006.

During the short-year ended December 31, 2005, the Company transitioned from a development stage company to an operating company. For comparison purposes, we have included the following financial table:

	Year			Six Months			Six			Twelve
	ended			(short year) ended			months ended			Months Ended
	December 31,			December 31,			June 30,			December 31,
	2006			2005			2005			2005

Revenue	$	37,363		$	7,403		$	-		$	7,403

Impairment of Intangibles Assets		-			97,063			-			97,063

General & administrative expenses		3,531,227			327,572			236,629			564,201

Depreciation and amortization		28,554			29,479			27,049			56,528
Operating Expenses		3,559,781			454,114			263,678			717,792
Loss from Operations		(3,522,418	)		(446,711	)		(263,678	)		(710,389	)
Other income (expenses)		(86,752	)		(16,486	)		247			(16,239	)


Net loss		$	(3,609,170	)	$	(463,197	)	$	(263,431	)	$	(726,628	)

Revenues

Revenues for the twelve months ended December 31, 2006 were $37,363, an increase of $29,960 or 405% compared to revenues of $7,403 during the twelve months ended December 31, 2005. Revenues increased due to increased promotional activities. Revenues increased due to new marketing programs and product development. Our revenues are highly dependent on a single customer that generates approximately 67% of our revenues.

Impairment of Intangible Assets

The Company recorded an impairment of intangible assets of $97,063 during the twelve months ended December 31, 2005; there was no such charge during the current period.

General and Administrative Expenses

General and administrative expenses for the twelve months ended December 31, 2006 were $3,531,227, an increase of $2,970,026 or 526% compared to general and administrative expenses of $564,201 for the twelve months ended December 31, 2005. The primary components of general and administrative expense for the twelve months ended December 31, 2006, were non-cash compensation of $2,383,461; public relations and marketing costs of $250,211; administrative compensation of $181,914; office supplies and expense of $182,621; consulting and professional fees of $82,330; legal and accounting fees of $84,388; and insurance costs of $55,745. These increases were driven by the need to build up our management and administrative support systems necessary to service potential new business opportunities expected to be developed during 2007 and later

Depreciation Expenses

Depreciation and amortization expense totaled $28,554 for the twelve months ended December 31, 2006, a decrease of $27,974 compared to depreciation and amortization expense of $56,528 during the twelve months ended December 31, 2005. The reason for the decrease is that certain of our assets have been fully depreciated.

Other income (expenses)

Other income (expenses) for the twelve months ended December 31, 2006 was $86,752, an increase of $70,513 or 434%, compared to interest expense of $16,239 during the twelve months ended December 31, 2005. The reason for the increase was an increase in related party interest expenses due to an increase in related party loans outstanding during the year ended December 31, 2006.

Net Loss

For the reasons stated above, our net loss for the year ended December 31, 2006 was $3,609,170 or $0.02 per share, an increase of $2,882,542 or 397% compares to a net loss of $726,628 or $0.003 per share during the twelve months ended December 31, 2005.

Liquidity and Capital Resources

As of December 31, 2006 we had cash and cash equivalents of $98,955. Our current liabilities as of December 31, 2006 aggregated $792,922. Working capital deficit at December 31, 2006 was $683,247 The Company had an accumulated deficit of $5,367,958 and a deficiency in stockholders’ equity of $1,745,260 at December 31, 2006.

The Company used $1,133,518 of cash for operating activities during the year ended December 31, 2006. Cash used by investing activities for the year ended December 31, 2006 was $6,331. Cash provided by financing activities for the year ended December 31, 2006 was $968,298, consisting of net proceeds from related party loans.

The Company has been and continues to be dependent upon the funding from The Vantage Group, Ltd., the Company’s largest stockholder. As of December 31, 2006, the Company was indebted to The Vantage Group Ltd. in the amount of $1,815,379, including accrued interest of $112.273. On April 11, 2007, the Company issued two unsecured promissory notes to The Vantage Group as evidence of this indebtedness outstanding. One of the notes, in the principal amount of $700,000, is payable on demand. The other note, with a principal amount of $1,115,378, is due and payable on July 1, 2008. Both notes bear interest at the rate of seven percent per annum. During the year ended December 31, 2006, the Company charged interest of $95,670, under the related party loan.

At December 31, 2006, the Company also has a loan payable to its President and Chief Executive Officer in the amount of $1,200. The Company expects to repay this amount during the first quarter of fiscal 2007.

Our registered independent certified public accountants have stated in their report dated March 14, 2007, that we have incurred operating losses in the past years, and that we are dependent upon management's ability to develop profitable operations. These factors among others may raise substantial doubt about our ability to continue as a going concern.

We will need additional investments in order to continue operations to cash flow break even. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations, which could have a material adverse effect on our business, results of operations liquidity and financial condition.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements as of December 31, 2006 or as of the date of this report.

Inflation

The effect of inflation on the Company's revenue and operating results was not significant.

Critical Accounting Policies

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

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

Stock-based Compensation

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

The Company adopted SFAS 123 (R) using the modified prospective transition method, which required the application of the accounting standard as of January 1, 2006. Medefile's Consolidated Financial Statements as of and for the year ended December 31, 2006 reflect the impact of SFAS 123(R). In accordance with the modified prospective transition method, the Company's Consolidated Financial Statements for the prior periods have not been restated to reflect, and do not include the impact of SFAS 123 (R). Stock based compensation expense recognized under SFAS 123 (R) for the year ended December 31, 2006 was $2,259,659 and $0, respectively. Pro forma stock based compensation was $0 for the twelve months ended December 31, 2005.

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.

A summary of option activity under the Plan as of December 31, 2006, and changes during the period then ended are presented below:

			Weighted-
			Average Exercise
	Options		Price
Outstanding at December 31, 2005	150,000	$	1.17
Issued	5,660,000		0.80
Exercised	0		0.00
Forfeited or expired	150,000		1.17

Outstanding at December 31, 2006	5,660,000	$	0.80
Non-vested at December 31, 2006	2,835,000		0.81
Exercisable at December 31, 2006	2,825,000	$	0.80

The options outstanding as of December 31, 2006 have been segregated into two ranges for additional disclosure as follows:

Options Outstanding			Options Exercisable

		Weighted			Weighted
		Average	Weighted		Average
		Remaining	Average		Remaining
Exercise	Number	Contractual	Exercise	Number	Contractual
Prices	Outstanding	Life (years)	Price	Exercisable	Life (years)

$ 2.00	20,000	1.61	$ 2.00	5,000	1.61
0.80	5,640,000	3.00	0.80	2,820,000	3.00
	5,660,000			2,825,000

RISK FACTORS

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

RISKS RELATED TO OUR BUSINESS:

We have a history of operating losses, and we may not achieve or maintain profitability in the future.

We have experienced a net loss of $3,609,170 or $0.02 per share, for the year ended December 31, 2006. We expect these losses to continue and it is uncertain when, if ever, we will become profitable. The audit opinion contained in our financial statements raises substantial doubt about our ability to continue as a going concern. Our operating expenses have outpaced and are likely to continue to outpace revenues. We expect to incur increasing operating losses in the future as a result of expenses associated with research and product development as well as general and administrative costs. We may never be able to reduce these losses, which would require us to seek additional debt or equity financing. If such financing is obtained our existing shareholders may experience significant additional dilution.

We may not be able to execute our business plan and may not generate cash from operations.

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

Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing our consolidated financial statements as of December 31, 2006 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued a report dated March 14, 2007 that included an explanatory paragraph expressing doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to attain additional capital, or to find an acquisition to add value to its present shareholders and ultimately, upon our ability to attain future profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The commercial success of our products and services depends on the widespread market acceptance of digital technology in the healthcare industry.

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

We May Be Unable To Effectively Manage Our Growth or Implement Our Expansion Strategy.

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

We have limited marketing or sales capabilities, and if we are unable to develop sales and marketing capabilities, we may not be successful in commercializing our products.

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

We may engage in future acquisitions, which may be expensive and time consuming and from which we may not realize anticipated benefits.

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

Dependence upon Major Customer

For the year ended December 31, 2006, the Company had one customer that accounted for more than 67% of its revenues. We do not have a written agreement with our customers. Therefore, the provision of services to these customers is provided by us “at will” and the customers may decide not to use our services at any time.

RISKS RELATED TO OUR COMMON STOCK:

Our Common Stock is Subject to the "Penny Stock" Rules of the SEC and the Trading Market in Our Securities is Limited, Which Makes Transactions In Our Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

* that a broker or dealer approve a person's account for transactions in penny stocks; and

* the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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

* obtain financial information and investment experience objectives of the person; and

* make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

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

* sets forth the basis on which the broker or dealer made the suitability determination; and

* that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

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

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current

quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We Do Not Expect to Pay Dividends for Some Time, if At All.

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

Future Capital Needs Could Result in Dilution to Investors; Additional Financing Could be Unavailable or Have Unfavorable Terms .

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

ITEM 7. FINANCIAL STATEMENTS

Our financial statements and related notes are set forth at pages F-1 through F-29

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

Board of Directors

Medefile International Inc.

Cedar Knolls, NJ 07927

We have audited the accompanying consolidated balance sheet of Medefile International Inc. as of December 31, 2006 and the related consolidated statements of operations, stockholders' deficiency, and cash flows for the year ended December 31, 2006 and short-year (six months) ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based upon our audits.

We have conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (PCAOB) (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Medefile International Inc. at December 31, 2006 and the results of its operations and its cash flows for the year ended December 31, 2006 and short-year (six months) ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 122 (R), “Share-Based Payment,” effective January 1, 2006.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the Note 1 to the accompanying financial statements, the Company has incurred significant operating losses in current year and also in the past. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Russell Bedford Stefanou Mirchandani LLP

Russell Bedford Stefanou Mirchandani LLP

New York, New York

March 14, 2007

F-1

Medefile International, Inc.
Consolidated Balance Sheet

		December 31,
		2006
Assets
Current assets
Cash and cash equivalents (Note 1)	$	98,955
Marketable securities (Note 1)		720
Prepaid expenses (Note 2)		10,000
Total current assets		109,675

Deposits and other assets		2,785
Furniture and equipment, net of accumulated
depreciation of $110,632 (Note 3)		49,481
Intangibles, net of accumulated
amortization of $56,849 (Note 4)		1,100

Total assets	$	163,041

Liabilities and Deficiency in Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities (Note 5)	$	57,854
Deferred revenue		33,868
Loan payable - related party (Note 6)		701,200
Total current liabilities		792,922

Loan payable - related party (Note 6)		1,115,379

Commitments and Contingencies (Note 9)		-

Deficiency in Stockholders' Equity:
Common stock, $0.0001 par value; 300,000,000 shares authorized;
178,733,910 shares issued and outstanding December 31, 2006 (Note 7)		17,873
Additional paid-in capital		3,604,471
Accumulated deficit		(5,367,958	)
Accumulated other comprehensive gain		354
Total deficiency in stockholder's equity		(1,745,260	)

Total liabilities and deficiency in stockholders' equity	$	163,041

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Medefile International, Inc.

Consolidated Statement of Deficiency in Stockholders’ Equity

For the Year Ended December 31, 2006 And Short Year Ended (Six Months) Ended December 31, 2005

	Shares Outstanding		Amount		APIC			Accumulated Deficit			Other Accumulated Comp Loss		Total

Balances as of June 30, 2005	148,423,500	$	14,842	$	1,224,041		$	(1,295,591	)	$	-	$	(56,708	)

Common stock issued upon merger with Omnimed	30,310,410		3,031		(3,031	)							-

Loss for the six months ended December 31, 2005								(463,197	)				(463,197	)

Balances as of December 31, 2005	178,733,910		17,873		1,221,010			(1,758,788	)		-		(519,905	)

Fair value of stock options issued to officers					2,259,659								2,259,659

Fair value of Warrants issued					123,802								123,802

Unrealized asset appreciation											354		354

Loss for the year ended December 31, 2006								(3,609,170	)				(3,609,170	)

Balances as of December 31, 2006	178,733,910	$	17,873	$	3,604,471		$	(5,367,958	)	$	354	$	(1,745,260	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Medefile International, Inc.
Consolidated Statements of Operations

	For the			For the Short Year
	Year Ended			(Six Months) Ended
	December 31,			December 31,
	2006			2005

Revenue	$	37,363		$	7,403

Operating expenses:
Selling, general and administrative expenses		3,531,227			327,572
Impairment of intangible assets		-			97,063
Depreciation and amortization expense		28,554			29,479
Total operating expenses		3,559,781			454,114

Loss from operations		(3,522,418	)		(446,711	)

Other expense:
Interest and dividend income (expense)		(86,752	)		(15,143	)
Other income (expense)		-			(1,343	)
Total other income (expense)		(86,752	)		(16,486	)

Loss before income taxes		(3,609,170	)		(463,197	)

Provision for income taxes		-			-

Net loss		(3,609,170	)		(463,197	)

Other comprehensive gain: Unrealized gain on equity securities		354			-

Comprehensive loss	$	(3,608,816	)	$	(463,197	)

Net loss per share - basic and diluted	$	(0.02	)	$	(0.003	)

Weighted average shares outstanding -
basic and diluted		178,733,910			153,475,235


The accompanying notes are an integral part of these consolidated financial statements.

F-4

Medefile International, Inc.
Consolidated Statements of Cash Flows

	For the			For the
	Year Ended			(Short Year) Six Months Ended
	December 31,			December 31,
	2006			2005

Cash flows from operating activities:
Net loss	$	(3,609,170	)	$	(463,197	)
Other comprehensive gain (loss)		354			-
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation and amortization		28,554			29,479
Impairment of intangible assets		-			97,063
Warrants issued to consultants		123,802
Options issued to employees		2,259,659			-
Interest expense		15,177			-
Changes in operating assets and liabilities:
Prepaid expenses		(10,000	)		1,625
Marketable securities		(720	)		-
Accounts payable and accrued expenses		29,853			6,777
Deferred revenue		28,973			4,895

Net cash (used in) operating activities		(1,133,518	)		(323,358	)

Cash flows from investing activities:
Proceeds from investments		-			1,712
Purchase of equipment		(6,331	)		-

Net cash (used in) provided by investing activities		(6,331	)		1,712

Cash flows from financing activities:
Proceeds from loans by related parties		1,002,688			509,575
Payments on loans from related parties		(34,390	)		-

Net cash provided by financing activities		968,298			509,575

Net increase (decrease) in cash and cash equivalents		(171,551	)		187,929

Cash and cash equivalents at beginning of period		270,506			82,577

Cash and cash equivalents at end of period	$	98,955		$	270,506


Supplemental disclosures of cash flow information:

Cash paid during the period for:
Interest	$	114,234		$	-

Taxes	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

NOTE 1- NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of the Company

The Company has developed a system for gathering and digitizing medical records so that individuals can have a comprehensive record of all of their medical visits. The Company's primary product is the Medefile system. The Medefile system is designed to gather all of its member's medical records and create a single, comprehensive medical record that is accessible 24 hours a day, seven days a week.

Basis of Presentation, Business Combination and Corporate Restructure

On November 1, 2005, the Company, through a wholly-owned subsidiary, completed a merger transaction with Bio-Solutions International, Inc. ("Bio-Solutions"), an inactive publicly registered shell corporation with no significant assets or operations , pursuant to an Agreement and Plan of Merger dated November 1, 2005. As a result of the merger, there was a change in control of the public entity. In accordance with SFAS No. 141, the Company was the acquiring entity. While the transaction is accounted for using the purchase method of accounting, in substance the Agreement is a recapitalization of the Company's capital structure.

For accounting purposes, the Company accounted for the transaction as a reverse acquisition and the Company is the surviving entity. The Company did not recognize goodwill or any intangible assets in connection with the transaction. From July 1, 2004 until the date of the Agreement, Bio-Solutions was an inactive corporation with no material assets, liabilities or operations. In connection with the acquisition, 30,310,410 shares of common stock of the Company was issued including; (a) 22,500,000 shares to settle the then outstanding convertible debt and accrued interest of Bio-Solutions, and (b) 7,810,410 shares that were retained by the Bio Solutions' shareholders.

Effective with the Agreement, all previously outstanding shares of common and preferred stock owned by the Company's shareholders were exchanged for an aggregate of 148,423,500 shares of Bio-Solution's common stock. The value of the stock that was issued was the historical cost of the Bio-Solution's net tangible assets, which did not differ materially from their fair value.

Effective with the Agreement, Bio-Solutions changed its name to Omnimed International, Inc, increased its authorized shares of $.0001 par value common stock to 300,000,000.

All references to common stock, share and per share amounts have been retroactively restated to reflect the exchange ratio of 1 share of Bio-Solutions common stock for 5 shares of the acquirer's common stock outstanding immediately prior to the merger as if the exchange had taken place as of the beginning of the earliest period presented.

The accompanying financial statements present the historical financial condition, results of operations and cash flows of the Company prior to the merger with Bio-Solutions.

In accordance with the merger, the Company adopted a change from a fiscal year end of June 30 to a calendar year-end, effective for the short-year (six months) ended December 31, 2005. To facilitate the change, the Company is reporting a one-time short-year (six months) ended December 31, 2005. Subsequent to the transition period, our first full financial year will cover the period from January 1, 2006 to December 31, 2006.

During the short-year (six months) ended December, 31, 2005, the Company transitioned from a development stage company to an operating company.

Effective January 17, 2006, the Registrant changed its name from Omnimed International, Inc. to Medefile International, Inc.

The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

F-6

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has reported a net loss of $3,609,170 for the year ended December 31, 2006 had an accumulated deficit of $5,367,958 as of December 31, 2006.

The Company used $1,133,518 of cash for operating activities during the year ended December 31, 2006. Cash provided by financing activities for the year ended December 31, 2006 was $968,298, consisting of net proceeds from related party loans.

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

Cash and Cash Equivalents

For purposes of these financial statements, cash equivalents include a highly liquid debt instrument with a 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.

Segment Information

The Company adopted Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (SSFAS 131) upon the first date of required adoption. SFAS 131 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. SFAS 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an evaluation by the chief operating decision maker, or decision-making group, in making decisions regarding the allocation of resources and asset performance. The information disclosed herein materially represents all of the financial information related to the Company’s principle operating segment.

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company did not incur advertising costs for the year ended December 31, 2006.

Impairment of Long-Lived Assets

The company has adopted Statement of Financial Accounting Standards No.144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break even operating results over an extended period. The company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should an impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use of and ultimate disposition of the intangible, to be reported at the lower of the carrying amount or the fair value less costs to sell.

F-7

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

Income Taxes

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

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

Property and Equipment

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

Trademark Costs

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

Capitalized Software Development Costs

The Company's policy is to capitalize computer software costs in accordance with Statement of Position 98-1,"Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" Under SOP 98-1, costs incurred in creating software to gather, digitize, store and distribute medical information once the application development stage is reached, are capitalized. The application development stage is when a working model/concept is established. Costs incurred in developing the product from this point until the product is available for release to customers are capitalized and includes contracted labor including supervision of the product developers and other outside consultant costs. Amortization of these costs started February 2004, when the product was first available for release to customers and is being recovered on the straight-line basis over the estimated economic life of sixty months. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts 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.

Long-Lived Assets

The Company evaluates long-lived assets for impairment under Financial Accounting Standards Board (FASB) Statement No. 121 "Accounting for the Impairment of Long-Lived Assets to be Disposed Of". Under these rules, long-term and intangible assets are evaluated for possible impairment when events or circumstances indicate that the carrying amount of those assets may not be recoverable. Measurement of the impairment loss, if any, is based upon the difference between the assets carrying value in the financial statements and its estimated fair value.

Reclassifications

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

F-8

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

Revenue Recognition

The Company generates revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups.

For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which superseded SAB No. 101, "Revenue Recognition in Financial Statements." SAB No.101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. SAB No. 104 incorporates Emerging Issues Task Force ("EITF") No. 00-21, "Multiple-Deliverable Revenue Arrangements." EITF No. 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF No. 00-21 on the Company's consolidated financial position and results of operations was not significant. This issue addresses determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting. EITF No. 00-21 became effective for revenue arrangements entered into in periods beginning after June 15, 2003. For revenue arrangements occurring on or after August 1, 2003, the Company revised its revenue recognition policy to comply with the provisions of EITF No. 00-21.

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 which are potentially refundable. At December 31, 2006 the amount of $33,868 was in deferred revenue.

Investments

The Company's investments in marketable securities are classified as "available for sale" securities, and are carried on the financial statements at market value. Realized gains and losses are included in earnings; unrealized gains and losses are reported as a separate component of stockholders' equity and as a component of "Other Comprehensive Income."

Fair Value of Financial Instruments

The Company's financial instruments, which include cash, prepaid expenses, securities, and accounts payable approximate fair value due to the short-term nature of these assets and liabilities.

Off-balance Sheet Arrangements

The Company does not have any off-balance sheet financing or any unconsolidated special purpose entities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expense during the reporting period. Actual results could differ from those estimates.

Liquidity

As reflected in the accompanying consolidated financial statements, the Company incurred net losses of $3,609,170 for the year ended December 31, 2006, and has an accumulated deficit of $5,367,958 as of December 31, 2006. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise.

F-9

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

Stock Based Compensation

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.

The following table shows the effect on net earning s and earnings per share had compensation cost been recognized based upon the estimated fair value of the grant date of stock options for the six months ended December 31, 2005, in accordance with SFAS 123, as amended by SFAS No. 148 “Accounting for Stock-based Compensation - Transition and Disclosure.”

		2005

Net loss- as reported for the six months ended December 31, 2005	$	(463,197	)
Add: Total stock based employee compensation expense as reported under intrinsic value method (APB.No.25)		-
Deduct: Total stock based employee compensation expense as reported under fair value based method (SFAS No. 123)		-
Net loss- Pro Forma for the six months ended December 31, 2005	$	(463,197	)
Basic (and assuming dilution) loss per share - as reported	$	(0.003	)
Basic (and assuming dilution) loss per share- Pro Forma	$	(0.003	)

Aggregate intrinsic value of options outstanding and options exercisable at December 31, 2006 was $0 and $0, respectively. Aggregate intrinsic value represents the difference between the Company's closing stock price on the last trading day of the fiscal period, which was $0.53 as of December 31, 2006, and the exercise price multiplied by the number of options outstanding.

The modified transition method of SFAS 123 (R) requires the presentation of pro forma information for periods presented prior to the adoption of SFAS 123 (R) regarding net loss an net loss per share as if we had accounted for our stock plans under the fair value method of SFAS 123 (R). For pro forma purposes, the fair value of stock options was estimated using the Black-Scholes option valuation model and amortizing on a straight-line basis.

Net Loss Per Share

The Company computes earnings per share under Financial Accounting Standard No. 128, "Earnings Per Share" (SFAS 128). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year.

Dilutive common stock equivalents consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company's stock options and warrants (calculated using the treasury stock method). During the year ended December 31, 2006 and six months ended 2005, common stock equivalents are not considered in the calculation of the weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share.

F-10

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

Comprehensive Income

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130), requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosures of certain financial information that historically has not been recognized in the calculation of net income. For all of the periods presented, the Company's comprehensive income is presented in the Statement of Comprehensive Income, and includes unrealized gains and losses on marketable securities net of the related estimated deferred income tax effect associated with those gains and losses.

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.

Recently Issued Accounting Pronouncements

On February 16, 2006 the FASB issued SFAS 155, “Accounting for Certain Hybrid Instruments,” which amends SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and SFAS 140. This statement is effective for all financial instruments acquired or issued in fiscal years beginning after September 15, 2006. The Company does not expect its adoption of this new standard to have a material impact on its financial position, results of operations or cash flows.

The FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets an amendment of FASB Statement No. 140” (“SFAS No. 156”) in March 2006. SFAS No. 156 requires a company to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset. A company would recognize a servicing asset or servicing liability initially at fair value. A company will then be permitted to choose to subsequently recognize servicing assets and liabilities using the amortization method or fair value measurement method. SFAS No. 156 is effective for fiscal years beginning after September 15, 2006. The Company does not expect its adoption of this new standard to have a material impact on its financial position, results of operations or cash flows.

On July 13, 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken in a tax return. FIN No. 48 will require companies to include additional qualitative and quantitative disclosures within their financial statements. The disclosures will include potential tax benefits from positions taken for tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each period. The disclosures will also include a discussion of the nature of uncertainties, factors which could cause a change, and an estimated range of reasonably possible changes in tax uncertainties. FIN No. 48 will also require a company to recognize a financial statement benefit for a position taken for tax return purposes when it will be more-likely-than-not that the position will be sustained. FIN No. 48 will be effective for fiscal years beginning after December 15, 2006.

On September 15, 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition and disclosure purposes under generally accepted accounting principles. SFAS No. 157 will require the fair value of an asset or liability to be based on a market based measure which will reflect the credit risk of the company. SFAS No. 157 will also require expanded disclosure requirements which will include the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. SFAS No. 157 will be applied prospectively and will be effective for fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years.

In September 2006, the Financial Accounting Standards Board issued FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS 158”). SFAS 158 requires the Company to record the funded status of its defined benefit pension and other postretirement plans in its financial statements. The Company is required to record an asset in its financial statements if a plan is overfunded or record a liability in its financial statements if a plan is underfunded with a corresponding offset to shareholders’ equity. Previously unrecognized assets and liabilities are recorded as a component of shareholders’ equity in accumulated other comprehensive income, net of applicable income taxes. SFAS 158 also requires the Company to measure the value of its assets and liabilities as of the end of its fiscal year ending after December 15, 2008. The Company has implemented SFAS 158 using the required prospective method. The recognition provisions of SFAS 158 are effective for the fiscal year ending after December 15, 2006. The Company does not expect its adoption of this new standard to have a material impact on its financial position, results of operations or cash flows.

F-11

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

In December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration payment arrangements. FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, this guidance is effective for financial statements issued for fiscal years beginning after December 15, 2006 and interim periods within those fiscal years. The Company has not yet determined the impact that the adoption of FSP 00-19-2 will have on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial condition or results of operations.

NOTE 2- PREPAID EXPENSES

Prepaid expenses consist of the following as of December 31, 2006:

Prepaid Legal expenses		$	10,000
Total		$	10,000

NOTE 3 - FURNITURE AND EQUIPMENT

Fixed assets consist of the following as of December 31, 2006:

Equipment	$	58,703
Furniture and Fixtures		38,618
Computer		61,066
Software		1,726
Subtotal	$	160,113
Accumulated Depreciation		(110,632	)
Total Property, plant and equipment	$	49,481

Depreciation is provided by the straight-line method over the estimated useful life. Depreciation expense totaled $28,554 for the year ended December 31, 2006.

NOTE 4 - INTANGIBLE ASSETS

Intangible assets consist of the following as of December 31, 2006:

Trademark	$	1,100
Developed Technology		56,849
Subtotal	$	57,949
Accumulated Amortization		(56,849	)
Total Intangible Assets	$	1,100

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following as of December 31, 2006.

Account Payable and accrued liabilities	$	51,092
Payroll taxes		6,762
Total	$	57,854

F-12

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

NOTE 6 - LOAN PAYABLE RELATED PARTY

The Company has been and continues to be dependent upon the funding from The Vantage Group, Ltd., the Company’s largest stockholder. As of December 31, 2006, the Company was indebted to The Vantage Group Ltd. in the amount of $1,815,379, including accrued interest of $228. On April 11, 2007, the Company issued two unsecured promissory notes to The Vantage Group as evidence of this indebtedness outstanding. One of the notes, in the principal amount of $700,000, is payable on demand. The other note, with a principal amount of $1,115,379, is payable and payable on July 1, 2008. Both notes bear interest at the rate of seven percent per annum. During the year ended December 31, 2006, the Company charged interest of $95,670, under the related party loan.

NOTE 7 - EQUITY

Common Stock

On November 28, 2005, our Board of Directors authorized and approved, subject to shareholder approval, an increase the number of authorized shares of Common Stock from 100,000,000 to 300,000,000 and to amend and restate the Articles of Incorporation, as amended, to clarify and better define the powers and authority of the Board of Directors of the Company to designate and issue shares of our previously authorized preferred stock. Subsequently, on November 29, 2005, holders of a majority of our voting capital stock acted by written consent in lieu of a special meeting of shareholders to adopt an amendment to our Certificate of Incorporation to increase the number of authorized shares Of Common Stock from 100,000,000 to 300,000,000 and to amend and restate the Articles of Incorporation, as amended, to clarify and better define the powers and authority of the Board of Directors of the Company to designate and issue shares of our previously authorized preferred stock.

The Company has authorized 300,000,000 shares of common stock with a par value of $0.0001 per share. As of December 21, 2006, the Company has 178,733,910 shares of common stock issued and outstanding.

In accordance with the terms of the merger, the Company issued 30,310,410 shares of common stock relating to the merger.

On January 18, 2006, the Registrant issued a press release announcing that its Board of Directors had declared an in-kind dividend of 14 shares of common stock for each share of common stock held by shareholders of record at the close of business on January 16, 2006. The in-kind dividend is payable on January 20, 2006. The in-kind dividend was retroactively reflected in the financial statements presented.

Warrants

On June 19, 2006 the Company issued 200,000 warrants to consultants for services to be provided. The warrants vest in 50,000 increments on June 19, 2006; September 18, 2006, December 17, 2006 and March 17, 2007. The estimated value of 200,000 warrants using the Black-Scholes pricing was $155,793. The Company charged to operations the amount of $123,802, during the year ended December 31, 2006, representing the portion of these warrants that vested during the period. The unvested portion, value at $31,991 will be charge to operations in the quarter which the warrants vest.

The following table summarizes the changes in warrants outstanding and the related prices. These warrants were granted in addition to cash compensation for services to be performed.

Warrants Outstanding			Warrants Exercisable
		Weighted			Weighted
		Average	Weighted		Average
		Remaining	Average		Remaining
Exercise	Number	Contractual	Exercise	Number	Contractual
Prices	Outstanding	Life (years)	Price	Exercisable	Life (years)

$ 3.50	50,000	3.47	$ 3.50	50,000	3.47
5.00	50,000	3.47	5.00	50,000	3.47
6.50	50,000	3.47	6.50	50,000	3.47
8.00	50,000	3.47	8.00	--	3.47
	200,000	3.47		150,000	3.47

F-13

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

Transactions involving warrants are summarized as follows:

	Number of		Weighted Average
	Warrants		Price Per Share
Outstanding at December 31, 2005	--	$	--
Granted	200,000		5.75
Exercised	--		--
Canceled or expired	--		--
Outstanding at December 31, 2006	200,000	$	5.75

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:

Significant assumptions (weighted-average):
Risk-free interest rate at grant date	4.75%
Expected stock price volatility	86%
Expected dividend payout	--
Expected option life-years	4

Options

In January 2006, the Company issued stock options to employees to which vest ratably over a two year period. The estimated value of 5,640,000 options using the Black-Scholes pricing was $4,500,979. During the three months ended September 30, 2006, the Company issued stock options to a board member which vest ratably over a two-year period. The estimated value of 20,000 options using the Black-Scholes pricing was $25,406. During year ended December 31, 2006, the Company amortized the amount of $2,259,659 to non-cash compensation.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company's common stock issued to the Company employees and consultants. These options were granted in lieu of cash compensation for services performed. A summary of the status of the Company's outstanding stock options as of December 31, 2006 and the changes during the three years then ended are as follows:

Options Outstanding			Options Exercisable
		Weighted			Weighted
		Average	Weighted		Average
		Remaining	Average		Remaining
Exercise	Number	Contractual	Exercise	Number	Contractual
Prices	Outstanding	Life (years)	Price	Exercisable	Life (years)

$ 2.00	20,000	1.61	$ 2.00	5,000	1.61
0.80	5,640,000	3.00	0.80	2,820,000	3.00
	5,660,000			2,825,000

The following table summarizes information about the stock options outstanding at December 31, 2006:

	Number of			Weighted Average
	Shares			Price Per Share
Outstanding at December 31, 2005	150,000		$	1.17
Granted	5,660,000			0.80
Exercised	--			--
Expired/Cancelled	(150,000	)		(1.17	)
Outstanding at December 31, 2006	5,660,000		$	0.80

F-14

MEDEFILE INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

The estimated value of the compensatory stock options granted to employees was determined using the Black-Scholes pricing model and the following assumptions:

Significant assumptions (weighted-average):
Risk-free interest rate at grant date	4.50%-4.75%
Expected stock price volatility	144.6%-300.3%
Expected dividend payout	--
Expected option life-years	2-4

NOTE 8 - INCOME TAXES

The Company has adopted Financial Accounting Standard number 109, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between 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. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

For income tax reporting purposes, the Company's aggregate unused net operating losses approximate $3,000,000, expire at various times through 2027, subject to limitations of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset related to the carry forward is approximately $1,050,000. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

In January, 2006, Medefile entered into a two year employment agreement with Eric Rosenfeld. The agreement provides for Mr. Rosenfeld to receive an annual salary of $76,000 for the first year and $96,000 for the second year. The agreement also provides for Mr. Rosenfeld to receive, upon execution of the agreement, options to purchase one million eight hundred thousand (1,800,000) shares of the Company's Common Stock, $0.0001 par value per share, exercisable for a four year period (provided that he is employed by the Company) at a price of $0.80, which options vest in equal monthly increments (of 75,000 shares per month) over a period of two years. The Options shall be issued pursuant to the terms and conditions of the Medefile International, Inc. 2006 Incentive Stock Plan. The employment agreement also provides that if Mr. Rosenfeld exercises this option in whole or in part, he will in each case hold the shares acquired upon such exercise for a period of at least one year.

In January 2006, Medefile entered into a two year employment agreement with David Dorrance. The agreement provides for Mr. Dorrance to receive, upon execution of the agreement, an option to purchase from the Company two hundred forty thousand (240,000) shares of the Company's Common Stock, $0.0001 par value per share, exercisable for a four year period (provided that he is employed by the Company) at a price of $0.80, which options vest in equal monthly increments (of 10,000 shares per month) over a period of two years. The Options shall be issued pursuant to the terms and conditions of the Medefile International, Inc. 2006 Incentive Stock Plan. The employment agreement also provides that if Mr. Dorrance exercises this option in whole or in part, he will in each case hold the shares acquired upon such exercise for a period of at least one year.

In January 2006, Medefile entered into a two year employment agreement with Kevin Hauser. The agreement provides for Mr. Hauser to receive an annual salary of $84,000. The agreement also provides for Mr. Hauser to receive an option to purchase from the Company one million eight hundred thousand (1,800,000) shares of the Company's Common Stock, $0.0001 par value per share, exercisable for a four year period (provided that he is employed by the Company) at a price of $0.80, which options vest in equal monthly increments (of 75,000 shares per month) over a period of two years. The employment agreement also provides that if Mr. Hauser exercises this option in whole or in part, he will in each case hold the shares acquired upon such exercise for a period of at least one year.

In January 2006, Medefile entered into a two year employment agreement with Peter LoPrimo. The agreement provides for Mr. LoPrimo to receive an annual salary of $96,000. The agreement also provides for Mr. LoPrimo to receive an option to purchase from the Company one million eighty hundred thousand (1,800,000) shares of the Company's Common Stock, $0.0001 par value per share, exercisable for a four year period (provided that he is employed by the Company) at a price of $0.80, which options vest in equal monthly increments (of 75,000 shares per month) over a period of two years. The employment agreement also provides that if Mr. LoPrimo exercises this option in whole or in part, he will in each case hold the shares acquired upon such exercise for a period of at least one year.

The Company is obligated under a lease for office space in New Jersey commencing November 2003 and expiring in October 2008. The lease also provides for additional rent for increases in operating expenses. Future minimum rent payments under the lease are:

2007	$	20,633
2008		18,054
Total	$	38,687

NOTE 10- MAJOR CUSTOMER

For the year ended December 31, 2006, the Company had one customer that accounted for approximately 67% of its revenues.

F-15

Report of Independent Auditors

Board of Directors

Omnimed International, Inc.

Las Vegas, Nevada

We have audited the accompanying balance sheet of OmniMed International, Inc. (a development stage company) as of June 30, 2005 and June 30, 2004 and the related statements of operations, comprehensive income, deficit accumulated during the development stage, common stock, additional paid-in capital and cash flows for the six months then ended and for the period July 16, 1997 (Inception) to June 30, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based upon our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OmniMed International, Inc. (a development stage company) at June 30, 2005 and June 30, 2004 and the results of its operations and cash flows for the six months and periods then ended in conformity with accounting principles generally accepted in the United States of America.

/S/ Katz & Bloom, LLC

Roslyn Heights, New York

August 19, 2005

F-16

OMNIMED INTERNATIONAL, INC.
(a development stage company)

BALANCE SHEET

ASSETS

	June 30,			June 30,
	2005			2004

Current Assets:

Cash and cash equivalents (Note A)	$	82,577		$	53,483
Prepaid expenses		1,625			--
Total Current Assets		84,202			53,483


Property and Equipment - at cost (Notes A and B)		154,880			95,517
Less accumulated depreciation		(67,933	)		(44,987	)

Property and equipment - net		86,947			50,530


Other Assets:
Capitalized software development costs-net of
amortization of $41,515 at June 30, 2005 and $12,210
at June 30, 2004 (Notes A and C)		105,010			134,315
Investments (Notes A and D)		1,712			123,000
Other intangible assets (Notes A and E)		7,387			7,387
Security deposit		2,785			2,785

Total Other Assets		116,894			267,487


Total	$	288,043		$	371,500


LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	21,223		$	4,507

Total Current Liabilities		21,223			4,507

Long -Term Liabilities
Loan payable - stockholder (Note F)		323,528			--
Total Liabilities		344,751			4,507

Commitments and Contingencies (Notes I		--			--

Stockholders' (Deficiency) Equity:
Common Stock par value $.001: shares

F-17

Authorized, 50,000,000 issued and outstanding
		48,209,500			48,210
Common stock to be issued (Note I)		1,046
Additional paid-in capital		1,189,627			1,150,593
Deficit accumulated during development stage		(1,295,591	)		(831,810	)

Total Stockholders' (Deficiency) Equity		(56,708	)		366,993


Total	$	288,043		$	371,500


The accompanying notes are an integral part of these financial statements.

F-18

OMNIMED INTERNATIONAL, INC.
(a development stage company)

STATEMENTS OF OPERATIONS

							July 16, 1997
	Six Months Ended			Six Months Ended			(Inception) to
	June 30, 2005			June 30, 2004			June 30, 2005


Revenues	$	-		$	-		$	-

Expenses

Executive compensation		71,000			90,000			563,175
Contracted technology development and service		18,500			12,000			57,198
Depreciation and amortization		27,049			20,066			109,448
Rent		10,378			9,234			47,745
Travel and entertainment		500			5,333			47,836
Office expenses		28,937			1,718			51,975
Legal fees		15,271			4,810			32,295
Professional services and consulting		18,000			-			116,557
Contracted marketing		57,575			-			66,802
Telephone and internet		3,576			7,484			28,102
Interest		2,189			-			2,189
Website design and development		5,050			3,662			19,882
Other		5,653			5,210			36,153
Repairs and maintenance		-			-			7,269

Total Expenses		263,678			-			1,186,626
					159,517

Net Loss From Operations		(263,678	)		(159,517	)		(1,186,626	)

Other Revenue (Loss)
Dividend income		247			17			632
Realized gain (loss) on sale of securities		-			13,084			(79,891	)


Total Other Revenue (Loss)		247			13,101			(79,259	)

Net loss before provision for income taxes		(263,431	)		(146,416	)		(1,265,885	)

Income tax benefit (Note G)		-			-			-

Net loss	$	(263,431	)	$	(146,416	)	$	(1,265,885	)


The accompanying notes are an integral part of these financial statements.

F-19

OMNIMED INTERNATIONAL, INC.
(a development stage company)

STATEMENTS OF COMPREHENSIVE INCOME





	Six Months			Six Months			July 16, 1997
	Ended			Ended			(Inception) to
	June 30, 2005			June 30, 2004			June 30, 2005


Net loss	$	(263,431	)	$	(146,416	)	$	(1,265,885	)

Other Comprehensive Income:

Unrealized appreciation (depreciation)
of securities		112			(83,250	)		(29,706	)

Total Comprehensive Income (Loss)	$	(263,319	)	$	(229,666	)	$	(1,295,591	)

STATEMENT OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE

	Six Months Ended			Six Months Ended
	June 30, 2005			June 30, 2004

Deficit accumulated during the development
stage - Beginning of period	$	(1,032,272	)	$	(602,144	)

Net loss		(263,431	)		(146,416	)

Other comprehensive income (loss)		112			(83,250	)

Deficit accumulated during the development
stage - End of period	$	(1,295,591	)	$	(831,810	)


The accompanying notes are an integral part of these financial statements.

F-20

OMNIMED INTERNATIONAL, INC.
(a development stage company)

STATEMENT OF COMMON STOCK For the Six Months Ended
June 30, 2005 and June 30, 2004



	COMMON		COMMON
	SHARES		STOCK


Balance - June 30, 2004 and June 30, 2005		48,209,500	$	48,210




STATEMENTS OF ADDITIONAL PAID-IN CAPITAL


Six Months Ended				Six Months Ended
June 30, 2005				June 30, 2004

Balance - Beginning of period	$	1,184,065	$	1,043,289

Excess of fair value over par value of stock to be
issued to contracted consultants in exchange for services		5,562		-

Corporate Obligations paid by stockholder		-		107,304


Balance - End of period	$	1,189,627	$	1,150,593


The accompanying notes are an integral part of these financial statements.

F-21

OMNIMED INTERNATIONAL, INC.
(a development stage company)

STATEMENTS OF CASH FLOWS


	Six Months			Six Months			July 16, 1997
	Ended			Ended			(Inception) to
	June 30,			June 30,			June 30,
	2005			2004			2005

Cash Flows From Operating Activities:

Net loss	$	(263,431	)	$	(146,416	)	$	(1,265,885	)
Adjustments to reconcile net loss to net cash used in operating
activities:

Depreciation and amortization		27,049			20,066			109,448
Accrued interest shareholder loans		2,189			-			2,189
Expenses paid by loans from stockholder		31,892			-			31,892
Expenses incurred in exchange for common stock		6,181			-			10,456
Expenses paid by stockholder - contributed to
capital (Note I)		-			105,375			642,369
Realized loss (gain) on sale of securities		-			(13,084	)		79,891


Changes in assets and liabilities:
Prepaid expenses		206			1,522			(1,625	)
Accrued expenses		15,010			2,007			21,223

Net Cash Used In Operating Activities		(180,904	)		(30,530	)		(370,042	)

Cash Flows Provided By Investing Activities:

Purchase of property and equipment		(2,490	)		-			(2,490	)
Proceeds from sale of investments		-			81,834			195,109

Net Cash Provided by Investing Activities		(2,490	)		81,834			192,619


Cash Flows Provided by Financing Activities:

Loans from stockholder		260,000			-			260,000

Net increase in cash and
cash equivalents		76,606			51,304			82,577

Cash and cash equivalents-beginning of period		5,971			2,179			-

Cash and cash equivalents-end of period	$	82,577		$	53,483		$	82,577

The accompanying notes are an integral part of these financial statements.

F-22

OMNIMED INTERNATIONAL, INC.
(a development stage company)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION


	Six Months		Six Months		July 16, 1997
	Ended		Ended		(Inception) to
	June 30, 2005		June 30, 2004		June 30, 2005

Cash paid for income taxes		None		None		None

Cash paid for interest		None		None		None

During the six months ended June 30, 2005, one of the principal stockholders paid Company obligations in the amount of $62,661. This amount was in addition to direct loans to the company in the amount of $260,000.

During the period July 16, 1997 (Inception) to June 30, 2005 one of the principal stockholders paid company obligations in the amount of $905,318 in addition to contributing assets of $275,000 to capital and loans of $260,000 to the Company.

During the six months ended June 30, 2004, one of the principal stockholders paid company obligations in the amount of $107,304. This amount was contributed to additional paid-in capital.

The accompanying notes are an integral part of these financial statements.

F-23

OMNIMED INTERNATIONAL, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2005

Note A. Nature of Business and Significant Accounting Policies

Organization - OmniMed International, Inc. (Company) was incorporated on July 16, 1997 under the laws of the State of Nevada.

Development Stage Company- The Company is a development stage company and has not generated any revenues. During the development period, the company is developing its information technology and other intangible assets and is attempting to market the company's products. The company is in the process of developing a system of gathering, digitizing, storing and distributing information for the healthcare field.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expense during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments - The Company's financial instruments, which include cash, prepaid expenses, securities, and accounts payable approximate fair value due to the short-term nature of these assets and liabilities. During the six months ended June 30, 2004, the company recorded a loss of $83,250 on the decline in value of the Company's interest in a marketable security.

Cash and Cash Equivalents - For purposes of these financial statements, cash equivalents include a highly liquid debt instrument with a maturity of less than three months.

Long-Lived Assets - The Company evaluates long-lived assets for impairment under Financial Accounting Standards Board (FASB) Statement No. 121 "Accounting for the Impairment of Long-Lived Assets to be Disposed Of". Under these rules, long-term and intangible assets are evaluated for possible impairment when events or circumstances indicate that the carrying amount of those assets may not be recoverable. Measurement of the impairment loss, if any, is based upon the difference between the assets carrying value in the financial statements and its estimated fair value. During the development stage there have been no such losses recorded.

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting For Income Taxes". The provision for income taxes is comprised of current and deferred components. The current component presents the amount of federal and state income taxes that are currently reportable to the respective tax authorities and is measured by applying statutory rates to the Company's taxable income as reported in its income tax returns. For the six months ended June 30, 2005 and June 30, 2004 and for the period July 16, 1997 (Inception) to June 30, 2005 there is no current provision for income taxes as the Company has reported losses on all income tax returns filed.

F-24

OMNIMED INTERNATIONAL, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2005

(continued)

Note A. Nature of Business and Significant Accounting Policies (cont'd)

Income taxes- (continued)

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

Property and Equipment - is recorded at cost. Costs of maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of each asset.

Trademark Costs - Costs incurred in the registration and acquisition of trademarks and trademark rights are capitalized. These costs will be amortized over the legal life of the related trademark once the trademark is awarded. In accordance with the provisions of Statement of Financial Accounting Standards No. 142 (SFAS No. 142), Goodwill and Other Intangible Assets, the Company performs an annual review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets may not be recoverable. During the six months ended June 30, 2005 and June 30, 2004 there were no such impairment losses.

Capitalized Software Development Costs - The Company's policy is to capitalize computer software costs in accordance with Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" Under SOP 98-1, costs incurred in creating software to gather, digitize, store and distribute medical information once the application development stage is reached, are capitalized. The application development stage is when a working model/concept, is established. Costs incurred in developing the product from this point until the product is available for release to customers are capitalized and includes contracted labor including supervision of the product developers and other outside consultant costs. Amortization of these costs started February 2004, when the product was first available for release to customers and is being recovered on the straight-line basis over the estimated economic life of sixty months. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts of the assets may not be recoverable.

F-25

OMNIMED INTERNATIONAL, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2005

(continued)

Note A. Nature of Business and Significant Accounting Policies (cont'd)

Capitalized Software Development Costs- (continued)

During the years six months ended June 30, 2005 and June 30, 2004, the Company has concluded that no impairment charges are required.

Comprehensive Income- Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130), requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosures of certain financial information that historically has not been recognized in the calculation of net income. For all of the periods presented, the Company's comprehensive income is presented in the Statement of Comprehensive Income, and includes unrealized gains and losses on marketable securities net of the related estimated deferred income tax effect associated with those gains and losses.

Investments- The Company's investments in marketable securities are classified as "available for sale" securities, and are carried on the financial statements at market value. Realized gains and losses are included in earnings; unrealized gains and losses are reported as a separate component of stockholders' equity and as a component of "Other Comprehensive Income."

Off-balance Sheet Arrangements- The Company does not have any off-balance sheet financing or any unconsolidated special purpose entities.

Stock Based Compensation- The Company accounts for stock based compensation in accordance with Statement of Financial Accounting Standards No. 148 (SFAS 148), "Accounting for Stock Based Compensation-Transition and Disclosure", an amendment to SFAS No. 123. Under these pronouncements, the Company uses the fair value based method of accounting for its stock option plan and for stock issued in exchange for services.

Revenue Recognition- The Company intends to generate revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. As previously described, the Company is a development stage company and has not generated any revenues. The Company's technology was available for sale or lease in February 2004. Once sales commence, the Company will recognize revenue on the accrual basis over the related license period.

F-26

OMNIMED INTERNATIONAL, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2005

(continued)

Note B. Property and Equipment

Property and equipment consists of:

					Useful
	June 30, 2005		June 30, 2004		Life
Computer equipment	$	136,933	$	84,287		5 years
Office furniture		12,928		11,230		7 years
Office equipment		2,529		-		5 years
Software		2,490		-		3 years
Total property and equipment	$	154,880	$	95,517

Depreciation is provided by the straight-line method over the estimated useful life of the related assets utilizing a half- year convention in the year acquired. Depreciation expense for the six months ended June 30, 2005 was $12,397 and for the six months ended June 30, 2004 was $7,856.

Note C. Capitalized Software Development Costs

As described in Note A to the financial statements, the Company's policy is to capitalize software development costs in accordance with Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. At June 30, 2005 and June 30, 2004 the Company had capitalized $146,525 of costs related to the development of proprietary software that the Company will license to its customers for the storage and distribution of medical information. Management estimates the economic useful life of this software technology to be sixty months, consequently, capitalized software development costs are being amortized on a straight-line basis over a period of sixty months beginning in February 2004, the month the product became available for sale. Amortization for the six months ended June 30, 2005 was $14,652 and for the six months ended June 30, 2004 was $12,210.

Note D. Investments

The Company has an investment in a marketable security that is available for sale. The security was contributed to additional paid-in capital by one of the Company's major shareholders. At June 30, 2005, the Company had 16,000 restricted shares of stock of Poseidis Incorporated that will be available for sale during 2005. These shares were acquired as a result of a stock dividend in 2004 on 160,000 shares of Poseidis that the Company owned.

At June 30, 2004 the Company owned 300,000 shares of Poseidis that had a market value of $123,000 and a cost of $206,250.

F-27

OMNIMED INTERNATIONAL, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2005

(continued)

Note E. Other Intangible Assets

At June 30, 2005 and June 30, 2004, other intangible assets consisted of $3,257 of capitalized design costs relating to logo's for the Company's principal product and $4,130 of legal fees and other costs related to trademark registration. The Company will amortize the logo costs over a period of thirty-six months beginning in the month the Company realizes its first sale and the trademark costs over the legal life of the trademark when awarded.

Note F. Loan Payable Stockholder

At June 30, 2005, the Company owed a majority stockholder $323,528 including accrued interest of $2,189. The loan bears interest at the rate of seven percent per annum and has no fixed maturity date.

Note G. Stock Based Compensation

As disclosed in Note A to the financial statements, the Company has adopted the provisions of SFAS No.148, "Accounting for Stock Based Compensation- Transition and Disclosure", which requires that stock awards granted subsequent to January 1995 be recognized as compensation expense based on the fair value at the date of the grant. During the six months ended June 30, 2005, the Company incurred additional compensation expense in the amount of $6,181 to consultants for shares issued or to be issued in exchange for services. The Board of Directors determined that the fair value of the Company's shares to be $.01 per share.

Note H. Income Taxes

The Company is a development stage company and has reported losses in each year since inception. Accordingly, net deferred tax assets primarily attributable to net operating loss carry forwards have been reduced to zero as a result of a 100% valuation allowance based upon the uncertainty regarding realization of such tax benefits given the Company's losses.

The tax benefits relating to these net operating losses expire 20 years after realizing such losses. At June 30, 2005, the Company had approximately $1,050,000 of net operating losses expiring during various years beginning in 2017.

F-28

OMNIMED INTERNATIONAL, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2005

(continued)

Note I. Commitments and Contingencies

During the year 1999, the Company created the 1999 Stock Option Plan (Plan) to attract and retain the best qualified personnel. Under the Plan, the Company reserved 3,300,000 shares of its common stock to be given to employees and independent contractors as additional compensation as determined by the Board of Directors. The options under the Plan are intended to qualify as Incentive Stock Options (ISO's) under Section 422 of The Internal Revenue Code.

At June 30, 2005, the Company had granted options to purchase 250,000 shares of the Company's stock to five key employees.

The Company has employment agreements with seven key employees that specify total minimum annual salaries of $264,000. One of these employees is the Company's principal shareholder and founder. Several of the employees did not receive the minimum salary as provided for in their agreements and have waived their right to receive the unpaid salary.

In connection with these employment agreements, the Company is going to issue 1,290,000 shares of its stock to four key employees as an additional incentive to commit to employment with the Company. At June 30, 2005, 1,045,500 of these shares were vested but not issued. These shares will be issued during 2005.

June 30,
2006	18,673
2007	19,912
2008	21,149
2009	7,222

Note J. Related Party Transactions

As previously described in the financial statements, the Company has not generated any operating revenues. The Company has been able to continue operations due to the payment of company obligations by one of its principal stockholders as an additional contribution to capital, loans to the Company and contributions of assets. This stockholder made payments aggregating $1,180,318 during the period July 16, 1997 (Inception) to June 30, 2005.

As disclosed in Note F to the financial statements the Company was indebted to the principal stockholder in the amount of $323,528 at June 30, 2005. During the period January 1, 2005 to June 30, 2005 the stockholder loaned the Company $260,000 and paid Company obligates of $61,339.

F-29

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On February 15, 2006, Lawrence Scharfman CPA (the "Former Accountant") was dismissed as the independent registered public accounting firm for Medefile International, Inc. (formerly OmniMed International, Inc. and Bio-Solutions International, Inc.)(the "Company"). The Company has engaged Russell Bedford Stefano Mirchandani LLP (the "New Accountant"), as its new independent registered public accounting firm. The Company's decision to engage the New Accountant was approved by its Board of Directors, and the New Accountant was engaged, on February 15, 2006.

The Former Accountant was engaged on May 16, 2005. The report of the Former Accountant on the financial statements of the Company for the year ended June 30, 2005 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles for the most recent fiscal year, except that the report of the Former Accountant expressed substantial doubt regarding the Company's ability to continue as a going concern.

During the Company's most recent fiscal year and the subsequent interim period through the date of resignation, there were no reportable events as the term is described in Item 304(a)(1)(iv) of Regulation S-B.

During the Company's most recent fiscal year and the subsequent interim period through the date of dismissal, there were no disagreements with the Former Accountant on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of the Former Accountant would have caused it to make reference to the subject matter of the disagreements in connection with its report on these financial statements for that period.

The Company did not consult with the New Accountant regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written or oral advice was provided by the New Accountant that was a factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues.

ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

b) Changes in Internal Controls over financial reporting

There have been no changes in our internal controls over financial reporting during our last three months, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures cannot provide absolute assurance of achieving financial reporting objectives because of their inherent limitations. Disclosure controls and procedures is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Disclosure controls and procedures also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by disclosure controls and procedures. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

ITEM 8B. OTHER INFORMATION

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

The following tables set forth certain information with respect to our directors and officers as of April 1, 2007. The following persons serve as our directors and executive officers:

Name	Age	Position

Milton Hauser	63	President, Chief Executive Officer, Acting Chief Financial Officer, Director

Eric Rosenfeld	43	Chief Technical Officer, Secretary

David Dorrance	43	Vice President, Digital Imaging

William R. Cullen	65	Director

John R. Bason	61	Director

Our executive officers are appointed by and serve at the discretion of our Board of Directors. There are no family relationships between any director and/or any executive officer.

Anthony Paquin resigned as a member of the Board of Directors on March 28, 2007.

Background of Executive Officers and Directors

Milton Hauser, President, Chief Executive Officer and Acting Chief Financial Officer. Milton. Hauser has been President of Medefile International since 2001. Prior to his joining Medefile International, his career was in the Marketing and Advertising field and included creating marketing campaigns and programs for such companies as Panasonic, Sanyo, Avon, Lederle International, and other Fortune 500 companies.

Eric Rosenfeld, Chief Technical Officer. Mr. Rosenfeld has been Chief Technical Officer since 2002. He designs and develops the technology utilized by all the divisions of the company. Before working for Medefile, Mr. Rosenfeld owned and operated a successful consulting company that was engaged in various healthcare and pharmaceutical projects for Fortune 500 companies. Prior to that, he was a senior member of Oracle Corporation and helped establish its NY Metro consulting practice. He was a contributing author of Oracle's development tools and consulting methodologies, including its Designer and CDM products. Throughout his career, Mr. Rosenfeld has played a key role in the development and architecture of Oracle Corporation's Clinical and Pharmaceutical products and has authored clinical data management computer systems for Merck, Parke-Davis, Schering-Plough, and Johnson & Johnson/PRD. Mr. Rosenfeld was also a senior member of Sybase Inc.

David Dorrance, Vice President, Digital Imaging. Mr. Dorrance has been Vice President, Digital Imaging since February 2005. Mr. Dorrance is a 20-year veteran of the health care industry including five years of clinical experience with McGill University Hospital. From January 2004 until 2005 Mr. Dorrance was Director of New Business Development for Salumatics. From 1998 until 2004 Mr. Dorrance was Sales Director for Lason Corporation. He has extensive knowledge of clinical information systems, patient information management software and hardware, patient monitoring systems and digital patient record systems. Mr. Dorrance successfully implemented a paperless system for a Canadian hospital (the first of its kind) by combining the conversion of all historical paper patient records and implementation of an electronic patient record system across all patient visit types.

William R. Cullen, Director. From 1998 through 2004, Mr. Cullen served in various executive officer capacities for Webb Interactive Services, Inc., (OTCBB: WEBB) including Chairman, President, Chief Executive Officer and Chief Financial Officer. From 2004 to the present, Mr. Cullen has been active as Founder and President of two private companies: Sports Fans, Incorporated and Book Network, Inc. In addition, Mr. Cullen consults primarily in the area of capital formation and restructuring.

John R. Bason, Director. From 1995 through 2001, Mr. Bason served as the Chief Executive Officer, President and a Director of Novatrix Medical Corporation, a medical device company focused in obstetrics. From 2002 through 2003, Mr. Bason served as an executive vice president of CardioNet, Inc., a provider of mobile cardiac outpatient telemetry. From 2003 through 2005, Mr. Bason served as the President, Chief Executive Officer and a Director of Navitas Cancer Rehabilitation Centers of America, Inc.

COMMITTEES

Audit Committee

The purpose of the Audit Committee is to assist the board of directors in fulfilling its oversight responsibilities for (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Company’s internal audit function and independent auditors. William Cullen is the Chairman of the Audit Committee. Mr. Cullen is independent within the meaning of the applicable Nasdaq listing standards and applicable rules and regulations promulgated by the Securities and Exchange Commission.

Compensation and Personnel Committee

The purpose of the Compensation and Personnel Committee is to provide oversight review of compensation and benefits of the employees of the Company. The Committee evaluates and makes regular reports to the Board of Directors on matters concerning management performance, employee compensation and human resources policies, programs and plans, including management development and continuity plans, and approves employee compensation programs and benefit programs.

Nominating and Governance Committee

The purpose of the Nominating and Governance Committee is to ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to the shareholders and the Company. To accomplish this purpose, the Nominating and Governance Committee develops and implements policies and processes regarding corporate governance matters, assesses Board membership needs, makes recommendations regarding potential director candidates and makes regular reports to the Board of Directors. William Cullen is the Chairman of the Nominating and Governance Committee.

CODE OF ETHICS

We have adopted a Code of Ethics and Business Conduct that applies to our officers, directors and employees..

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission ("SEC"). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the fiscal year ended December 31, 2006, we believe that during the year ended December 31, 2006, our executive officers, directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements, except Messrs. Paquin, Cullen and Bason did not timely file Form 3s.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation for services in all capacities rendered to us for the three fiscal years ended December 31, 2006, of our Chief Executive Officer and our other executive officers whose annual compensation exceeded $100,000 in the fiscal year ended December 31, 2006, if any. We refer to the Chief Executive Officer and these other officers as the named executive officers.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Milton Hauser (1) President, CEO, Acting CFO and Director	2006 2005 2004	181,914 120,000 120,000	-- -- --	-- -- --	-- -- --	-- -- --	-- -- --	-- -- --	120,000 120,000 120,000
Kevin Hauser Director of New Business Development	2006 2005 2004	84,000 -- --	-- -- --	-- -- --	718,240 (2) -- --	-- -- --	-- -- --	-- -- --	802,240 -- --
Eric Rosenfeld Chief Technical Officer	2006 2005 2004	78,300 -- --	-- -- --	-- -- --	718,240 (2) -- --	-- -- --	-- -- --	-- -- --	814,240 -- --
Peter LoPrimo Vice President, Sales and Marketing	2006 2005 2004	90,000 -- --	-- -- --	-- -- --	718,240 (2) -- --	-- -- --	-- -- --	-- -- --	808,240 -- --

(1) Milton. Hauser’s salary is paid to his spouse at his election.

(2) On January 1, 2006, we issued 1,800,000 options to purchase shares of common stock at an exercise price of $0.80 per option to the above three named officers. These options vest ratably over a two-year period beginning January 1, 2006. At December 31, 2006, options to purchase 900,000 shares have vested and options to purchase 900,000 shares are unvested. The fair value of each award at the date of grant was determined to be $1,436,483 under the Black-Scholes options pricing model. For the year ended December, 31, 2006, we recognized $718,240 of the fair value of each award as compensation expense in our statement of operations.

Outstanding Equity Awards at Fiscal Year-End as of December 31, 2006

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Mitlon Hauser President, CEO, Acting CFO and Director	--	--	--	--	--	--	--	--	--
Kevin Hauser Director of New Business Development	900,000	900,000	--	$0.80	12/31/2009	--	--	--	--
Eric Rosenfeld Chief Technical Officer	900,000	900,000	--	$0.80	12/31/2009	--	--	--	--
Peter LoPrimo Vice President, Sales and Marketing	900,000	900,000	--	$0.80	12/31/2006	--	--	--	--

Director Compensation

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Milton Hauser

Anthony Paquin (2)	--	--	9,172	--	--	--	9,127

William Cullen

John Basson

(1) The fees indicated in this column were earned in 2006 and paid in 2007.

(2) Mr. Paquin resigned from our Board of Directors on March 28, 2007. On August 21, 2006, we issued 20,000 options to purchase shares of common stock at an exercise price of $2.00 per option to Anthony Paquin.. These options vest ratably over a two-year period beginning August 21, 2006. At December 31, 2006, options to purchase 5,000 shares have vested and options to purchase 15,000 shares are unvested. The fair value of each award at the date of grant was determined to be $25,407 under the Black-Scholes option pricing model. For the year ended December 31, 2006, we recognized $9,172 of the fair value of each award as compensation expense in our statement of operations.

Our independent directors are paid a cash fee of $1,500 for each board meeting they attend in person, and $500 for telephonic participation. In addition, our independent directors are paid a cash fee of $500 for each meeting. Our independent directors are also eligible to receive option grants under our stock option plan. However, no definitive agreement has been reached with our independent directors regarding the amount and terms of any such option grants.

OPTION GRANTS IN FISCAL 2006

On January 1, 2006, the Company granted options to purchase 1,800,000 shares of the Company’s Common stock to its Vice President, New Business Development, Kevin Hauser; options to purchase 240,000 shares of the Company’s common stock to David Dorrance, the Company’s Vice President of Digital Imaging; options to purchase 1,800,000 Shares of the Company’s common stock to Eric Rosenfeld, the Company’s Chief Technical Officer; And options to purchase 1,800,000 shares of the Company’s common stock to Peter LoPrimo, the Company’s Vice President - Sales and Marketing.

On August 21, 2006, the Company granted options to purchase 20,000 shares of the Company’s common Stock to Anthony Paquin upon Mr. Paquin’s acceptance of a seat on the Company’s Board of Directors.

EMPLOYMENT AGREEMENTS

As of January 2006, Medefile has employment agreements with five key employees that provide for total aggregate minimum annual salaries of $364,000. Several of the employees did not receive the minimum salary as provided for in their previous employment agreements and have waived their right to receive unpaid salary.

In February, 2004, Medefile entered into an employment agreement with Milton Hauser. The agreement provides for Milton Hauser to receive an annual salary of $120,000.

In January 2006, Medefile entered into a two year employment agreement with David Dorrance. The agreement provides for Mr. Dorrance to receive, upon execution of the agreement, options to purchase two hundred forty thousand (240,000) shares of the Company's Common Stock, $0.0001 par value per share, exercisable for a four year period (provided that he is employed by the Company) at a price of $0.80, which options vest in equal monthly increments (of 10,000 shares per month) over a period of two years. The Options shall be issued pursuant to the terms and conditions of the Medefile International, Inc. 2006 Incentive Stock Plan. The employment agreement also provides that if Mr. Dorrance exercises this option in whole or in part, he will in each case hold the shares acquired upon such exercise for a period of at least one year.

In January 2006, Medefile entered into a two year employment agreement with Kevin Hauser. The agreement provides for Kevin Hauser to receive an annual salary of $84,000. The agreement also provides for Mr. Hauser to receive an option to purchase from the Company one million eight hundred thousand (1,800,000) shares of the Company's Common Stock, $0.0001 par value per share, exercisable for a four year period (provided that he is employed by the Company) at a price of $0.80, which options vest in equal monthly increments (of 75,000 shares per month) over a period of two years. The employment agreement also provides that if Mr. Hauser exercises this option in whole or in part, he will in each case hold the shares acquired upon such exercise for a period of at least one year.

In January 2006, Medefile entered into a two year employment agreement with Peter LoPrimo. The agreement provides for Mr. LoPrimo to receive an annual salary of $84,000. The agreement also provides for Mr. LoPrimo to receive an option to purchase from the Company one million eighty hundred thousand (1,800,000) shares of the Company's Common Stock, $0.0001 par value per share, exercisable for a four year period (provided that he is employed by the Company) at a price of $0.80, which options vest in equal monthly increments (of 75,000 shares per month) over a period of two years. The employment agreement also provides that if Mr. LoPrimo exercises this option in whole or in part, he will in each case hold the shares acquired upon such exercise for a period of at least one year.

LONG TERM INCENTIVES

STOCK OPTIONS AND RESTRICTED STOCK. Executive officers, together with our other employees, are eligible to receive grants of awards under our 2006 Stock Option Plan. These awards may be in the form of stock options and/or restricted stock grants. The number of shares underlying options or shares, together with all other terms of the options and shares, are established by the Board of Directors.

STOCK INCENTIVE PLANS

2006 Incentive Stock Plan

The 2006 Incentive Stock Plan has initially reserved 10,000,000 shares of common Stock for issuance. Under the 2006 Incentive Stock Plan, options may be granted which are intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.

Purpose . The primary purpose of the 2006 Incentive Stock Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

Administration . The 2006 Incentive Stock Plan is administered by our Board of Directors, as the Board of Directors may be composed from time to time. Notwithstanding the foregoing, the Board of Directors may at any time, or from time to time, appoint a committee of at least two members of the Board of Directors, and delegate to the committee the authority of the Board of Directors to administer the 2006 Incentive Stock Plan. Upon such appointment and delegation, the committee shall have all the powers, privileges and duties of the Board of Directors, and shall be substituted for the Board of Directors, in the administration of the 2006 Incentive Stock Plan, subject to certain limitations.

Eligibility . Under the 2006 Stock Incentive Plan, options may be granted to key employees, officers, directors or consultants of the Company.

Terms of Options . The term of each option granted under the 2006 Incentive Stock Plan shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the 2006 Incentive Stock Plan, including the following:

(a) Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2006 Incentive Stock Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each non-incentive stock option shall be determined at the time such option is granted, but in no case less than 85% of the fair market value of such common stock at the time such option is granted;

(b) Vesting. The dates on which each option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Board of Directors, in its discretion, at the time such option is granted. All options or grants which include a vesting schedule will vest in their entirety upon a change of control transaction as described in the 2006 Incentive Stock Plan;

(c) Expiration. The expiration of each option shall be fixed by the Board of Directors, in its discretion, at the time such option is granted; however, unless otherwise determined by the Board of Directors at the time such option is granted, an option shall be exercisable for ten years after the date on which it was granted, or five years for grants to certain executive officers. Each option shall be subject to earlier termination or repurchase as expressly provided in the 2006 Incentive Stock Plan or as determined by the Board of Directors, in its discretion, at the time such option is granted;

(d) Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2006 Incentive Stock Plan shall be subject to execution, attachment or other process;

(e) Option Adjustments. The aggregate number and class of shares as to which options may be granted under the 2006 Incentive Stock Plan, the number and class shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and all such options, shall each be proportionately adjusted for any increase decrease in the number of issued common stock resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend; and

(f) Termination, Modification And Amendment. The 2006 Incentive Stock Plan (but not options previously granted under the plan) shall terminate ten years from the date of its adoption by the Board of Directors, and no option or shares shall be granted after termination of the 2006 Incentive Stock Plan. Subject to certain restrictions, the 2006 Incentive Stock Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Nevada.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information relating to the ownership of common stock by (i) each person known by us be the beneficial owner of more than five percent of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, the information relates to these persons, beneficial ownership as of March 22, 2007. Except as may be indicated in the footnotes to the table and subject to applicable community property laws, each person has the sole voting and investment power with respect to the shares owned.

Name of Beneficial Owner (1)	Common Stock Beneficially Owned(2)(3)	Percentage of Common Stock (2)

Vantage Holding Ltd.(4)	93,318,750	52.2%
Milton Hauser (5)	45,000,000	25.2%
Eric Rosenfeld (6)	2,550,000	1.4%
David Dorrance (7)	310,000	*
Anthony Paquin (8)	10,000	*
William Cullen	--	--
John Bason	--	--
All officers and directors as
a group (4 persons)	46,680,000	26.6%

* Less than 1%

(1) Except as otherwise indicated, the address of each beneficial owner is c/o Medefile International, Inc., 2 Ridgedale Avenue, Ste. 217, Cedar Knolls, NJ, 07927.

(2) Applicable percentage ownership is based on 178,733,910 shares of common stock outstanding as of March 22, 2007, together with securities exercisable or convertible into shares of common stock within 60 days of March 22, 2007 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of March 23, 2006 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(3) Adjusted to reflect the payment of an in-kind dividend of 14 shares of common stock for each share of common stock held by shareholders of record at the close of business on January 16, 2006.

(4) Lyle Hauser is the owner of The Vantage Group Ltd. and Vantage Holding Ltd. Lyle Hauser is the son of Milton Hauser.

(5) Represents (i) 42,000,000 shares of common stock owned by Milton. Hauser (ii) 3,000,000 shares of common stock owned by Milton Hauser’s spouse.

(6) Represents (i) 1,500,000 shares of common stock owned by Mr. Rosenfeld, and (ii) options to purchase 1,050,000 shares of common stock.

(7) Represents 180,000 shares of common stock owned by Mr. Dorrance, and (ii) options to purchase 130,000 shares of common stock.

(8) Represents options to purchase 10,000 shares of common stock.

The information as to shares beneficially owned has been individually furnished by our respective directors, named executive officers and other stockholders, or taken from documents filed with the SEC.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Medefile has been able to continue operations due to the payment of company obligations by The Vantage Group Ltd., a company owned and controlled by Lyle Hauser. Lyle Hauser is the control person of Vantage Holding Ltd., the majority stockholder of the Company.

During the period July 16, 1997 (inception) to December 31, 2006, The Vantage Group Ltd., has (i) paid an aggregate of $905,318 of the Company's obligations, (ii) contributed $275,000 of assets to the capital of the Company, and (iii) made loans of $1,815,378 to the Company.

As of December 31, 2006, Medefile was indebted to The Vantage Group Ltd. in the amount of $1,815,379, including accrued interest of $228. On April 11 2007, Medefile issued two promissory notes to The Vantage Group as evidence of this indebtedness. One of the notes, in the principal amount of $700,000, is payable on demand. The other note, with a principal amount of 1,115,379, is payable no later than July 1, 2008. Both notes bear interest at the rate of seven percent per annum.

As of December 31, 2006, Medefile is also indebted to its President and Chief Executive Officer in the amount of $1,200 for cash advances made on behalf of the Company. The Company expected to repay this amount to the Chief Executive Office During the first quarter of fiscal 2007.

ITEM 13. EXHIBITS

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).

10.1

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

10.1

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

10.1

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

10.2

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

10.4

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

10.5

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

10.6

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

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

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 2, 2007.

32.1

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 2, 2007.

99.1

Audit Committee Charter

99.2

Nominating and Governance Committee Charter

99.3

Compensation and Personnel Committee Charter

ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

Our Board of Directors approved the engagement of Russell Bedford Stefano Mirchandani LLP as our independent auditors for the year ended December 31, 2006.

AUDIT FEES

The aggregate fees billed by Russell Bedford Stefano Mirchandani LLP for the audit and review of the Company's annual financial statements and services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the fiscal year ended December 31, 2006 was approximately $31,590.

The aggregate fees billed by Russell Bedford Stefano Mirchandani LLP for the audit and review of the Company's annual financial statements and services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the six months ended December 31, 2005 was approximately $18,000.

The aggregate fees billed by Katz & Bloom LLC for the audit and review of the Company's annual financial statements and services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements for the six months ended June 30, 2005 was approximately $4,150.

The following table sets forth fees billed to us by our auditors during the fiscal years ended July 31, 2006 and 2005 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connecti0on with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.


		2006		2005

Audit Fees	$	31,590	$	22,150
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	31,590	$	22,150

AUDIT-RELATED FEES

No fees were billed by Russell Bedford Stefano Mirchandani LLP for assurance and related services rendered by Russell Bedford Stefanou Mirchandani LLP that are reasonably related to the performance of the audit or review of our financial statements for the fiscal year ended December 31, 2006.

TAX FEES

No fees were billed by Russell Bedford Stefano Mirchandani LLP for professional services rendered for tax compliance; tax advice and tax planning for the fiscal year ended December 31, 2006.

ALL OTHER FEES

No other fees were billed by Russell Bedford Stefano Mirchandani LLP for the fiscal year ended December 31, 2006.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MEDEFILE INTERNATIONAL, INC.

Date: April 16, 2007	By:	/s/ Milton Hauser President, Chief Executive Officer, Acting Chief Financial Officer and Director

KNOWN BY ALL MEN THESE PRESENTS, that each person whose signature appears below constitutes and appoints Milton Hauser his attorney-in-fact and agent with full power of substitution and re-substitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments to this Form 10-KSB and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

By: Milton Hauser Milton Hauser	President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive, Financial and Accounting Officer)	April 16, 2007
By: William R. Cullen William R. Cullen	Director	April 16, 2007

By: John R. Bason John R. Bason	Director	April 16, 2007