UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 17, 2006
MEDEFILE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 033-25126 D 85-0368333
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
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2 Ridgedale Avenue, Suite 217
Cedar Knolls, NJ 07927
(Address of principal executive offices) (zip code)
(973) 993-8001
(Registrant's telephone number, including area code)
Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS.
Effective January 17, 2006, the Registrant changed its name from Omnimed International, Inc. to Medefile International, Inc. In addition, effective January 17, 2006, the Registrant's quotation symbol on the OTC Bulletin Board changed from OMDI.OB to MDFI.OB.
ITEM 8.01 OTHER EVENTS
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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------------ -------------------------------------------------------------------
3.1 Articles of Merger changing the Registrant's name to Medefile
International ,Inc.
99.1 Press Release dated January 18, 2006
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MEDEFILE INTERNATIONAL, INC.
Dated: January 18, 2006 By: /s/ Milton Hauser
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Name: Milton Hauser
Title: President, Chief Executive Officer
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DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708
Website: secretaryofstate.biz
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
SUBMIT IN DUPLICATE
1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200).
Medefile International, Inc. -------------------------------------------------------------------------------- Name of merging entity Nevada Corporation ------------------------------ ---------------------------------- Jurisdiction Entity type and, Omnimed International, Inc. -------------------------------------------------------------------------------- Name of surviving entity Nevada Corporation ------------------------------ ---------------------------------- Jurisdiction Entity type |
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708
Website: secretaryofstate.biz
2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):
3) (Choose one)
[_] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200)
[X] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
4) Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity)
(a) Owner's approval was not required from:
and, or;
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708
Website: secretaryofstate.biz
(b) The plan was approved by the required consent of the owners of:
and, or;
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708
Website: secretaryofstate.biz
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160)
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
and, or;
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708
Website: secretaryofstate.biz
5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)
6) Location of Plan of Merger (check a or b):
----------(a) The entire plan of merger is attached;
or,
-----X---- (b) The entire plan of merger is on file at the registered
- office of the surviving corporation, limited-liability company or
business trust, or at the records office address if a limited partnership,
or other place of business of the surviving entity (NRS 92A.200).
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708
Website: secretaryofstate.biz
8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)
/s/Milton Hauser President 1/11/06 -------------------------------------------------------------------------------- Signature Title Date |
/s/Milton Hauser President 1/11/06 -------------------------------------------------------------------------------- Signature Title Date |
Omnimed International Changes Name To Medefile International, Inc. (OTCBB Ticker Symbol Changed From OMDI To MDFI), And Declares In-Kind Dividend Of 14 Shares Of Common Stock For Each Share Of Common Stock Held.
CEDAR KNOLLS, N.J., January 18, 2006 - Omnimed International, Inc. ("Omnimed" or the "Company") announced today that it has changed its name to Medefile International, Inc. ("Medefile"), and that the Company's common stock has begun quoting on the OTC Bulletin Board under the new symbol "MDFI." The name change to Medefile better reflects the Company's products and services, which include the Company's primary product, the Medefile system, a highly secure system for gathering and maintaining medical records. In addition, the Company announced today 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.
About Medefile
Medefile has developed 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. 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.
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.
Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements.
Contact:
Medefile International, Inc.
Milton Hauser
(973) 993-8001
www.medefile.com