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 21, 2009

Medefile International, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
033-25126 D
85-0368333
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
 
240 Cedar Knolls Road, Suite 309
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
61 Broadway, 32 nd Floor
New York, New York 10006
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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 21, 2009, Medefile International, Inc.(the “Company”) filed a Certificate of Amendment to its Articles of Incorporation pursuant to which the Company increased the total number of common shares that it has the authority to issue from 300,000,000 to 1,500,000,000.

Item 9.01 Financial Statements and Exhibits.

(a)  
Financial statements of business acquired.

Not applicable.

(b)  
Pro forma financial information.

Not applicable.

(c)  
Shell company transactions.

None.

(d)  
Exhibits
 
 
Exhibit Number
 
Description
3.6   Certificate of Amendment to Articles of Incorporation
           
 
 
2

 
 
 
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.  
       
January 23, 2009   
By:
/s/  Milton Hauser  
    Milton Hauser  
    President, Chief Executive Officer  
       
 

 
 
 
3
 
 
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5703
Weksite: www.nvsos.gov
   
 
    Filed in the office of Document Number 20090051288-35
    Ross Miller
Filing Date and Time
     
01/21/2009 11:09 AM
    Secretary of State Entity Number
    State of Nevada C2171-2001
 
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)

 
USE BLACK INK ONLY • DO NOT HIGHLIGHT 
ABOVE SPACE IS FOR OFFICE USE ONLY
 
 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 • After Issuance of Stock )
 
1.   Name of corporation:
 
Medefile International, Inc.
 
2.   The articles have been amended as follows: (provide article numbers, if available) 'Article IV is hereby deleted in its entirety and replaced with the following:
 
The total number of shares of Common Stock that the corporation will have the authority to issue is one billion five hundred million (1,500,000,000). The shares of Common Stock shall have par value of $.0001 per share. All of the Common Stock authorized herein shall have equal voting rights and powers without 'restrictions in preference. The total number of shares of Preferred Stock that the corporation will have the authority to issue is ten million (10,000,000). The shares of Preferred Stock shall have par value of $.001.
 
 
3.   The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:51%
 
4.   Effective date of filing: (optional ____________________________________________________________
 
(must not be later than 90 days after the certificate is filed)
 
5. Signature: (required)
 
 
X
 Milton Hauser  
    Signature of Officer  
       
       
 
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
 
IMPORTANT: Failure to include any of the above Information and submit with the proper fees may cause this filing to be rejected.
 
This form must be accompanied by appropriate fees.
 
Nevada Secretary of State Amend Profit-After