0001411039-09-000009.txt : 20090819 0001411039-09-000009.hdr.sgml : 20090819 20090819170937 ACCESSION NUMBER: 0001411039-09-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090819 DATE AS OF CHANGE: 20090819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDLINK INTERNATIONAL, INC. CENTRAL INDEX KEY: 0000225501 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411311718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-31771 FILM NUMBER: 091024849 BUSINESS ADDRESS: STREET 1: 11 OVAL DRIVE STREET 2: SUITE 200B CITY: ISLANDIA STATE: NY ZIP: 11749 BUSINESS PHONE: 631-342-8800 MAIL ADDRESS: STREET 1: 11 OVAL DRIVE STREET 2: SUITE 200B CITY: ISLANDIA STATE: NY ZIP: 11749 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN MEDIA GROUP CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IONIC CONTROLS INC DATE OF NAME CHANGE: 19890402 10-Q 1 t10q.htm

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 1-31771

MEDLINK INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 41-1311718

(State or other jurisdiction of (IRS Employer Identification No.)

incorporation or organization)

1 Roebling Court, Ronkonkoma, NY 11779

(Address of principal executive offices)

631-342-8800

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


[ ] Large accelerated filer		[ ] Accelerated filer
[ ] Non-accelerated filer	(Do not check if a smaller reporting company)	[X] Smaller reporting company

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of August 15, 2009 there were 26,864,189 Class A and 5,361,876 Class B shares outstanding.

MEDLINK INTERNATIONAL, INC.

FORM 10-Q

INDEX


	PAGE
PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Condensed Consolidated Balance Sheets at June 30, 2009 (unaudited) and December 31, 2008 (audited)		1

Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2009 and 2008 (unaudited)		3

Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2009 and 2008 (unaudited)		4

Notes to Condensed Consolidated Financial Statements (unaudited)		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12

Item 3. Quantitative and Qualitative Disclosures About Market Risk		18

Item 4. Controls & Procedures		18

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		19

Item 1A. Risk Factors		19

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19

Item 3. Default Upon Senior Securities		19

Item 4. Submission of Matters To a Vote of Security Holders		19

Item 5. Other Information		19

Item 6. Exhibits		19

SIGNATURES		20

Section 302 Certification of Chief Executive Officer Section 302 Certification Chief Financial Officer Section 906 Certification Chief Executive Officer Section 906 Certification of Chief Financial Officer

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MEDLINK INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2009 (UNAUDITED) AND DECEMBER 31, 2008

ASSETS	June 31,	December 31,
	2009	2008
	(unaudited)
Current Assets:
Cash	$2,023
Accounts Receivable	48,725	20,731
Due from related party	(350)	-
Inventory	2,818	2,818
Deposits	9,165	9,165
Total current assets	62,381	32,714



Office equipment (at cost) net of accumulated depreciation	142,086	179,025
Intangible asset (at cost), net of accumulated amortization	36,280	40,450
Goodwill	879,326	975,000
Security deposit	41,142	20,438
Other assets	18,350	5,400
	$1,179,565	$1,253,027

See accompanying notes to consolidated financial statements

MEDLINK INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)

JUNE 30, 2009 (UNAUDITED) AND 2008

________________________________________________________________________

LIABILITIES AND STOCKHOLDERS’ DEFICIT	June 30,	December 31,
	2009	2008
	(unaudited)
Cuurent liabilities:
Accounts payable and accrued expenses	$437,472	$403,277
Bank overdraft	-	26,834
Deferred revenue	70,384	70,384
Current portion of capitalized lease payable	5,500	5,500
Note payable	642,005	701,145
Due to related party	1,037,124	1,002,988

Total current liabilities	2,192,485	2,210,138

Total liabilities	2,192,485	2,210,138

Stockholders' deficit:
Common stock Class A $.001 par value; authorized 150,000,000 shares; 26,864,189 and 26,947,333 shares issued, respectively	26,864	26,947
Common stock B Class B $.001 par value; authorized 50,000,000; 5,361,876 issued and outstanding	5,362	5,362
Subscription receivable	(300,000)	(300,000)
Additional paid-in capital	17,621,282	17,094,371
Accumulated deficit	(18,235,877)	(17,653,240)
Treasury stock	(130,551)	(130,551)
Total stockholders' deficit	(1,012,920)	(957,111)

Total stockholders’ liabilities and stockholder equity	$1,179,565	$1,253,027

See accompanying notes to consolidated financial statements

MEDLINK INTERNATIONAL INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED) and 2008

________________________________________________________________________

	For the three months		For the six months
	Ended		Ended
	June 30,		June 30,
	2009	2008	2009	2008
Sales	$115,783	$130,058	$259,970	$268,519
Cost of Revenues	412	-	3496	-

Gross Profit	115,371	130,058	256,474	268,519

Operating expenses
Operating and administrative	300,786	622,795	809,006	1,455,644
Depreciation and amortization	10,035	12,373	30,105	22,443
Total Operating expenses	310,821	635,168	839,111	1,478,087

Net Loss	$(195,450)	$(505,110)	$(582,637)	$(1,209,568)

Basic and diluted loss per share (Class A)	$(0.01)	$(0.02)	$(0.02)	$(0.05)

Basic and diluted loss per share (Class B)	$(0.04)	$(0.09)	$(0.11)	$(0.23)

Weighted average number of basic shares outstanding (Class A)	26,805,987	25,409,739	26,805,987	24,643,395

Weighted average number of basic shares outstanding (Class A)	5,361,876	5,361,876	5,361,876	5,361,876

See accompanying notes to consolidated financial statements

MEDLINK INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED) AND 2008

__________________________________________________________________________________

	2009	2008
Cash flows from operating activities:
Net loss	$(582,637)	$(1,209,568)
Adjustment to reconcile net loss to cash flows used in operating activities:
Minority interest
Depreciation	30,105	22,443
Amortization and deferred charges	4,170	616,164
Share based compensation	511,267
Inventory
Accounts receivable	(27,994)	(27,753)
Accrued expense and other current liabilities	34,195	6,330
Issuance of commo shares for consulting and other services rendered		133,117
Other Assets	(20,704)

Net Cash used in operating activities	(51,598)	(459,267)

Cash flows from investing activities:
Purchase of fixed assets	(588)	(17,047)
Adjustment to net fixed assets	10,033	-
Writedown of goodwill	95,674	-

Net cash provided by (used in) investing activities	(24,664)	(476,314)

Cash flows from financing activities:
Issuance of common stock	-	285,000
Repayment of loans	(59,140)	(14,800)
Advanced from officer/shareholders	34,476	206,114

Net cash flows provided by financing activities	5,527	292,665

Net increase (decrease) in cash	27,553	(2,762)

Cash-at beginning of period	(26,834)	0

Cash-at end of period	699	0

See accompanying notes to consolidated financial statements

MEDLINK INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED) AND 2008

____________________________________________________________________________________

	2009	2008
Supplemental disclosures of cash flows information:

Interest	$0	$0

Income taxes	$0	$0

Non-cash financing activities:

Reference is made to financial statements notes for certain non-cash financing

activities.

See accompanying notes to consolidated financial statements

MEDLINK INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2009 (UNAUDITED)

________________________________________________________________________

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

MedLink International Inc. (the “Company”) is a healthcare information enterprise system business focused on the physician sector. The Company is in the business of selling, implementing and supporting software solutions that provide healthcare providers with secure access to clinical, administrative and financial data in real-time, allowing them to improve the quality, safety and efficiency in the delivery of healthcare services.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Interim Financial Statements

The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and six month period ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended December 31, 2008.

In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company’s financial position as of March 31, 2009, the results of operations for the three months ended June 30, 2009 and 2008, and the cash flows for the three and six months ended June 30, 2009 and 2008, have been included.

Use of Estimates

The preparation of consolidated 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 amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Depreciation and Amortization

Property and equipment are recorded at cost. Depreciation on equipment, furniture and fixtures and leasehold improvements is computed on the straight-line method over the estimated useful lives of such assets between 3-10 years. Maintenance and repairs are charged to operations as incurred.

MEDLINK INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2009 (UNAUDITED)

__________________________________________________________________________________

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Evaluation of Long Lived Assets

Long-lived assets are assessed for recoverability on an ongoing basis. In evaluating the fair value and future benefits of long-lived assets, their carrying value would be reduced by the excess, if any, of the long-lived asset over management’s estimate of the anticipated undiscounted future net cash flows of the related long-lived asset.

Goodwill and Intangible Assets

The Company accounts for its goodwill and intangible assets pursuant to Statement of Financial Accounting Standards (SFAS) 142, "Goodwill and Other Intangible Assets". Under SFAS 142, intangibles with definite lives continue to be amortized on a straight-line basis over the lesser of their estimated useful lives or contractual terms. Goodwill and intangibles with indefinite lives are evaluated at least annually for impairment by comparing the asset's estimated fair value with its carrying value, based on cash flow methodology.

The Company’s intangible assets including goodwill are subject to impairment testing in the event of certain indicators. Impairment in the carrying value of an asset is recognized whenever anticipated future cash flows (undiscounted) from an asset are estimated to be less than its carrying value. The amount of the impairment recognized is the difference between the carrying value of the asset and its fair value.

Accounting for Stock-Based Compensation

The Financial Accounting Standards Board (FASB) issued a revision of SFAS 123 (“SFAS 123(R)”) that requires compensation costs related to share-based payment transactions to be recognized in the statement of operations. With limited exceptions, the amount of compensation cost is measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123(R) replaces SFAS 123 and is effective January 1, 2007. The Company used the black-scholes option pricing model for estimating the fair value of the options granted under the company’s incentive plan.

Income Taxes

Under SFAS 109 “Accounting for Income Taxes”, the Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expenses are expected to be settled in the Company’s income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset.

MEDLINK INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2009 (UNAUDITED)

__________________________________________________________________________________

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company also considers FIN 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” when determing the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax return. There were no uncertain tax positions expected to be taken by the Company as of March 31, 2009.

Net Loss Per Share

Net loss per share, in accordance with the provisions of SFAS 128, “Earnings Per Share” is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Common Stock equivalents have not been included in this computation since the effect would be anti-dilutive.

Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition in Financial Statements" which established that revenue can be recognized when persuasive evidence of an arrangement exists, all significant contractual obligations have been satisfied, the fee is fixed or determinable and collection is reasonably assured.

The Company derives its revenue from primarily from the sale and support of its proprietary software the MedLink TotalOffice EHR, and Autdoc through its Anywhere MD subsidiary. Revenue that is derived from the sale of software and related products, is recognized in the period in the sale occurred. Revenue that is derived from technical support contracts is recognized as revenue ratably over the term of the contract. Amounts received toward technical support contracts that are not considered earned are recorded as deferred revenues on the balance sheet. Deferred revenue balances at June 30, 2009 and 2008 were $70,384 and $70,384.

Recently Issued Accounting Pronouncements

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets,”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under FASB 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of the expected cash flows used to measure the fair value of the asset under FASB 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company does not anticipate a material effect upon its consolidated financial statements as a result of its adoption of FSP FAS 142-3.

In December 2007, the FASB issued SFAS No. 141R. “Business Combinations”. SFAS No. 141R replaces SFAS No. 141 and accounting for identifiable assets acquired, liabilities assumed, and non controlling interests in business combinations. SFAS No. 141R is effective for the Company in the first quarter of fiscal 2009. The Company’s adoption of SFAS 141R did not have a material impact upon the Company’s consolidated financial statements as of March 31, 2009.

MEDLINK INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2009 (UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements.” SFAS No. 160 addresses the accounting and reporting framework for minority interests by a parent company SFAS No. 160 is effective for the Company in the first quarter of fiscal 2009. The Company is currently assessing the impact that SFAS No. 160 will have on its results of operations, financial position, or cash flows.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of its liabilities in the normal course of business. Through June 30, 2009, the Company had incurred cumulative losses of approximately $18,039,770. As of June 30, 2009, the Company has negative working capital of approximately $2,130,104.

Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence. (i) Management intends to continue to raise additional financing through private equity or debt financing to pay down Company debt and/or reduce the cost of debt service. (ii) Management is also planning to continue to finance the company using their own personal funds or using the equity that they personally own in the company. (iii) Management intends to increase revenues and is actively pursuing additional contracts in several markets.

NOTE 3 - PROPERTY AND EQUIPMENT

As of June 30, 2009, a summary of property and equipment and the estimated useful lives used in the computation of depreciation is as follows:

                                                                                                  Estimated
                                                                                                  Useful
                                                                                                  life (years)          Amount

Furniture and fixtures 5 $ 13,320

Leasehold improvements 3 10,423

Equipment 5 220,754

244,497

Less accumulated depreciation 89,741

$154,756

Depreciation expense for the periods ended March 31, 2009 and 2008 was $10,035 and $12,373, respectively. Amounts include amortization expense associated with equipment under capital leases.

NOTE 4 - LOAN PAYABLE - RELATED PARTIES

The Company, as of June 30, 2009, has loans due to four of its employees/shareholders in the amount of $1,037,124. These loans are payable on demand and are non-interest bearing.

MEDLINK INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 2009 (UNAUDITED)

__________________________________________________________________________________

NOTE 5 – NOTE PAYABLE

The Company purchased 130,000,000 shares of Anywhere MD, Inc.’s stock from the majority shareholder of Anywhere MD., Inc. in exchange for a note in the amount of $875,000. As of June 30, 2009 $514,825 was due on demand. This note is non-interest bearing.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

In February 2009 the company entered into a rental lease agreement for its corporate headquarters in Ronkonkoma, New York which expires on February 28, 2014.

Minimum annual lease commitments are as follows:

Year ended December 31,

2009 $64,750

2010 80,780

2011 84,486

2012 88,184

2013 91,880

2014 15,416

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Business Overview

MedLink International, Inc. (“MedLink” or the “Company”) sells and supports a healthcare information enterprise system for physician practices, including a practice management and electronic health record (“EHR”). MedLink’s core product offering is the CCHIT Certified 08 Ambulatory EHR, MedLink TotalOffice EHR, a healthcare information enterprise system that provides physician practices with an entire practice management, clinical decision support and EHR solution. MedLink’s TotalOffice EHR is priced below competing products with similar comprehensive services. MedLink also offers a “lite” version of its application, EHR Lite, which provides physicians with basic EHR functionality at no cost to physicians. The MedLink EHR Lite is subsidized for physicians through affiliated radiology and laboratory integration fees, with the focus of upgrading physicians to the TotalOffice EHR. Through a business partnership, MedLink offers physician practices complete billing, collection, consulting services and use of the TotalOffice EHR, all for a fixed fee.

MedLink’s business strategy is to build critical mass and develop a national presence among small physician practices (1 to 10 physicians) by increasing market penetration of EHR Lite and the TotalOffice EHR. As part of its growth strategy, MedLink has applied for inclusion as a preferred vendor to a number of Regional Health Information Networks (“RHIOs”) and has partnered with medical societies, radiology centers and laboratories, as well as value-added resellers. MedLink’s strategic partnerships provide a framework for physician adoption and a captive audience to target a focused sales and marketing plan.

The market demand for EHRs has never been more promising given the number of government initiatives to promote adoption of EHRs by healthcare providers. President Obama considers healthcare information technology as a key piece of his plan to fix the nation’s ailing healthcare system and in February 2009, signed the federal stimulus bill which provides over $19 billion in incentive payments for EHR use. Recent and existing government programs provide funds that represent significant income opportunities for existing EHR users and new EHR adopters.

MedLink is well positioned to capitalize on the demand trend for EHR adoption. MedLink is applying to be chosen as a preferred vendor for RHIO contracts for the implementation of EHR applications for physicians. In addition, MedLink is working with other organizations, including the New York City Department of Health and Mental Hygiene (“NYC DOH”), to implement EHR applications.

The Company is headquartered in Ronkonkoma, NY with offices in Atascadero, CA and Hyderabad, India. The Company’s web site address is www.medlinkus.com.

Business Environment

Economic Stimulus Package Provides Incentives for Physicians to Adopt EHRs

MedLink’s TotalOffice EHR is well-positioned to be a beneficiary of the recently enacted stimulus bill, the American Recovery and Reinvestment Act of 2009 (“ARRA”), which provides incentives for office-based physicians and other providers to adopt electronic health records. Physicians can qualify under either the Medicare or Medicaid provision of ARRA. The Medicare provision includes incentives of up to $44,000 per physician over a 5-year period. The Medicaid provision includes incentives of up to $65,000 per physician over a 6-year period. The funds become available for office-based physicians on January 1, 2011. In order to qualify for incentives, physicians must demonstrate “meaningful use” of a certified EHR. “Meaningful use” is not yet defined, but will likely be defined as measurable results that demonstrate quality, safety and efficiency improvements. The certification requirements, also not yet defined, are likely to be based on the standards adopted by CCHIT and framed around the PQRI data submitted directly to the Centers of Medicare and Medicaid Services (“CMS”).

Medicare Provision: Beginning in 2011, office-based physicians who are “meaningful users” of certified EHRs are entitled to receive up to $44,000 of total Medicare incentive payments over 5 years, from 2011 to 2015. The structure of the maximum incentives physicians can receive is as follows: $15,000 the first year, $12,000 the second year, $8,000 the third year, $4,000 the fourth year and $2,000 the fifth year. Additionally, office-based physicians can qualify for a one-time, “early adopter” incentive of $3,000 if they qualify for the program in 2011 or 2012.

Medicaid Provision: Beginning in 2011, office-based physicians who qualify under the Medicaid provision could collect a total of $65,000, calculated as 85% of EHR costs not exceeding $25,000 in the first year, followed by 85% of annual costs not exceeding $10,000 over the next five years. To be eligible under this provision, office-based physicians must demonstrate “meaningful use” of a certified EHR, and more than 30% of their cases must be attributed to Medicaid, or 20% of their cases attributable to pediatrics. Office-based pediatricians are eligible to receive up to two-thirds of the maximum payment.

Office-based physicians who do not adopt EHR technology by 2015 will see their Medicare payments reduced by 1% in 2015, 2% in 2016, 3% in 2017 and beyond. In 2018 and beyond, the HHS Secretary may decrease one additional percentage point per year (maximum of 5%) contingent upon the levels of overall EHR adoption in the market.

MedLink is particularly well positioned among competing EHR vendors when physicians decide to buy an EHR under this funding incentive. MedLink’s TotalOffice EHR is one of the lowest cost applications in the market, has one of the simplest installations, both in terms of time and process, and is relatively quick to learn.

Status of Operations

Regional Health Information Networks

As part of its growth strategy to expand its customer base and rapidly increase revenues, MedLink has applied for inclusion as a preferred vendor to a number of RHIOs. RHIOs are quickly becoming key intermediaries to support federal and state financial incentive programs by allocating subsidies and grants to physicians to pay for EHR software and installation. MedLink submitted a number of Requests for Quotations at the beginning of 2009 and is in the final evaluation process for a number of RHIOs in the New York Metropolitan area that have received current funding of more than $108 million in HEAL funding.

RHIO participation represents a key component of MedLink’s growth strategy. MedLink is particularly well positioned in dealing with RHIOs as it is the lowest cost option among competitive offerings and as such, allows the RHIOs to apply their dollars across more physicians. MedLink is positioned to take advantage of these RHIO opportunities as a result of its development process and its adherence to the various standards for handling and transmitting data with networks such as the National Health Information Network and the State Health Information Network of NY. MedLink has already provided data to organizations in various manners and in doing so, has differentiated itself from a technology standpoint which has resulted in various projects becoming available to it in 2009.

New York City Department of Health

The NYC DOH has a number of initiatives underway to promote the adoption of EHRs in order to collect patient data. As a normal part of its business strategy, MedLink has been in active discussions with the NYC DOH to participate in these initiatives and to promote the installation EHRs as one means for the NYC DOH to accomplish their objectives. MedLink has already established the required protocols for Physicians Measure Reporting as well as specific Syndromic Reporting and is working with the NYC DOH on a number of other initiatives.

Billing Services Partnership

MedLink has partnered with multiple billing companies to offer a complete billing and collection service offering. Billing companies have realized the significant market opportunity of EHRs and the need for the billing industry to align themselves with a CCHIT-certified EHR. The billing companies provide full billing and collections services as well as complete medical office management and group purchasing. MedLink’s partnerships represent a compelling business opportunity as the Company is able to offer a physician practice a CCHIT-certified EHR within a bundled practice management and billing service offering all for a fixed fee with no capital outlay for the TotalOffice EHR by the physician. There are a number of business competitors who are successfully offering this service, and with these partnerships, MedLink will have a more competitive and comprehensive service offering.

Recent Business Developments

MedLink in CMS PQRI 2009 EHR Testing Program

In April 2009, MedLink and its CCHIT 2008 certified MedLink TotalOffice EHR 3.1 was selected by CMS to participate in the Physician Quality Reporting Initiative (“PQRI”) 2009 EHR Testing Program. PQRI is a voluntary quality reporting program that offers financial incentives to eligible healthcare providers. The program provides for the payment of up to 2% of the total allowed charges for covered Medicare Physician Fee Schedule services to eligible healthcare professionals who successfully report PQRI quality measures. PQRI reporting focuses on quality of care measures, such as prevention, chronic care management, acute episode of care management, procedural related care, resource utilization and care coordination. The 2% PQRI payments are in addition to the 2% e-prescribing incentive available to physicians who utilize e-prescriptions tools, available through MedLink’s TotalOffice EHR. MedLink is one of 10 healthcare IT vendors, and only 1 of 5 commercial EHR companies selected to test EHR’s as a tool to facilitate simplifying physician reporting under PQRI.

MedLink successfully completed the first phase of this pilot program with CMS in June 2009 and Phase 2 in August 2009. Upon completion of Phase 3, MedLink will become one of a select few EHR systems approved by CMS to submit EHR data directly to CMS. This ability should positively influence physicians when deciding among competing EHR vendors to select MedLink as PQRI benefits include increased revenue, better quality reporting, improved productivity and enhanced competitive position. This is another example of how MedLink differentiates itself and puts its technology in the same league as industry leaders. The CMS Project is significant because of the focus on healthcare cost reduction through technology and preventative care. MedLink will give physicians who use MedLink’s products the ability to directly report Quality Measures directly to CMS. This connection allows those physicians to save time and collect money available for such programs much more efficiently.

Regional Health Information Organizations (RHIO)

Currently the MedLink TotalOffice EHR and its related services are at various stages of the selection process with New York Metropolitan area RHIOs including the Interboro RHIO, E-Health Network of Long Island RHIO, Primary Care Information Project (PCIP), Long Island Information Exchange (LIPIX), New York Clinical Information Exchange (NYCLIX) and Brooklyn Health Information Exchange (BHIX). The above referenced RHIO’s have received collectively more than $108 million in HEAL funding and the Company’s current project status vary between the RHIO’s from final contract negotiation, integration into the RHIO Health Information Exchange, pilot programs and proof of concepts. The Company expects final decisions from certain RHIOs in late August and others in the later part of 2009.

The New York State RHIOs referenced above are funded through HEAL grants. It is anticipated that in 2009 HEAL 10 funds will be granted to support EHR adoption across all regions of New York State. The focus is to coordinate clinical care by supporting and connecting care givers through a PCMH model and the implementation of interoperable health record systems that are linked through the Statewide Health Information Network.

HEAL 10 is building on previous funding programs for information technology and helping to position New York to take maximum advantage of upcoming ARRA stimulus funding. These projects will allow New York to gain critical knowledge and experience in many challenging aspects of implementation including the area of "meaningful use" of information technology that will allow us to better support providers in New York State so they can maximize access to federal stimulus incentive funds.

As a New York based CCHIT Certified 08 Ambulatory EHR Company, MedLink believes that the Company is well positioned to take advantage of the nation’s most aggressive state-wide healthcare IT initiative.

Implementation of Interboro RHIO Contract

The Interboro RHIO is a clinical data exchange serving Queens, northern Brooklyn and surrounding communities in New York City. The Interboro RHIO facilitates the sharing of patient information between authorized healthcare providers at the point of care. Under a $7.7 million New York State HEAL 5 grant, Interboro RHIO will be subsidizing the cost of EHRs for providers within the region.

In early July 2009, MedLink received the draft Master Agreement from Interboro RHIO and met with their executive committee to discuss contract details. The agreed final terms provide that Interboro RHIO will subsidize the MedLink TotalOffice EHR to any healthcare provider in the Interboro service area.

Appointment of Dr. Abha Agrawal to Medical Advisory Board

In July 2009, Abha Agrawal, MD, FACP joined the MedLink Medical Advisory Board. Dr. Agrawal is a nationally recognized leader in healthcare IT and serves on important national and regional organizations including as a Commissioner on the Certification Commission on Healthcare Information Technology and a Board Member on New York Clinical Information Exchange (NYCLIX). She was also elected as the 2008 President of Medical Informatics New York, an association of physician leaders in informatics from hospitals, academia and corporations. Dr. Agrawal is the Interim Medical Director of Kings County Hospital Center, Brooklyn, NY. Prior to this role, she was the Chief Medical Information Officer of the Central Brooklyn Family Health Network (CBFHN) and the Associate Medical Director of Kings County Hospital. She is also an Associate Professor of Medicine as well as Medical Informatics at SUNY Downstate Medical Center.

Under her leadership, Kings County has been awarded a number of quality improvement awards driven by clinical information systems. She was responsible for providing thought leadership as well as hands-on-management of the clinical information systems. Prior to coming to Brooklyn, she was the Informatics Coordinator for the VISN1, an integrated network of hospitals and clinics in six New England states. She was appointed as a clinical faculty at Harvard Medical School and as a research scientist at the Brigham and Women’s Hospital.

Appointment of Scott D. Musch as Executive Vice President of Corporate Development

MedLink announced in July 2009 the appointment of Scott D. Musch as Executive Vice President of Corporate Development. This newly created role includes responsibility for the Company’s corporate development activities, including raising capital to fund development, forging new relationships with investors, assisting in business development and corporate governance matters. Mr. Musch comes to MedLink after 12 years of investment banking experience. Most recently, Mr. Musch was a Senior Vice President at the healthcare services investment bank of Shattuck Hammond Partners, a division of Morgan Keegan & Company, Inc. Prior to that, he was a Vice President in the North American Mergers and Acquisitions Department of J.P. Morgan Securities, Inc.

Value-Added Resellers Program

During the 2nd quarter of 2009, MedLink formalized a program for value-added resellers (“VAR”) of its TotalOffice EHR application. MedLink views VARs as a cost effective way to build its sales and marketing efforts without incurring the direct cost of hiring a large sales force. Currently, MedLink has two active VARs, with additional VAR’s under consideration in Puerto Rico, California and Pennsylvania.

Clinical Laboratory Management

In April 2009, MedLink signed an agreement with Clinical Laboratory Management, Inc. (“CLM”), a regional ancillary provider of laboratory services in five states – New Jersey, New York, Pennsylvania, Delaware and Maryland. Under the terms of the Agreement, CLM will assist their physicians in subsidizing the cost of the MedLink TotalOffice EHR under the guidelines of satisfying the electronic health record Stark exception and the EHR anti-kickback safe harbor. CLM and MedLink will work together to inform physicians on the provisions available under ARRA and the 2003 Medicare Modernization Act (“MMA”). CLM will also deploy the MedLink EHR Lite to its referring physicians to facilitate the ordering and retrieval of lab results.

Contractual Obligations

We have contractual obligations to maintain operating leases for property. The following table summarizes our long-term contractual obligations and commitments as of June 30, 2009:

Operating lease obligations	Total	Less Than 1 Year	1-3 Years
$399,596	$78,932	$259,000

The commitments under our operating leases shown above consist primarily of lease payments for our Ronkonkoma, New York corporate headquarters.

Off-Balance Sheet Arrangements

As of June 30, 2009 and December 31, 2008, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008.

The Company's revenues from continuing operations for the period ending June 30, 2009 and 2008 were $115,371 and $130,058, respectively. The decrease in revenue is primarily attributable to reduced sales of AutoDoc Software, but increased sales in the MedLink Total Office EHR, and integration fees from labs and radiology centers.

Expenses for the period ending June 30, 2009 and 2008 were $300,786 and $622,795, respectively. The decrease in 2009 is primarily attributable to decreased stock-based compensation expenses associated primarily with the Company’s management, consultants and healthcare legal advisors, the hiring of additional customer support personnel, and increased marketing activities. On a cash basis, the Company is close to meeting its goal of break-even and has an expected goal of profitability on a cash basis by the 4^th quarter of 2009.

The Company had net losses of $195,450 and $505,110 for the period ending June 30, 2009 and 2008, respectively. The decrease in net losses resulted primarily from a decreases in compensation expenses due to decreased stock-based compensation expenses.

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007.

Our revenues from continuing operations for the six months ended June 30, 2009 and 2008 were $259,970 and $268,519, respectively. The decrease in revenue is primarily attributable to reduced sales of AutoDoc Software, but increased sales in the MedLink Total Office EHR, and integration fees from labs and radiology centers.

Operating Expenses for the six month period ended June 30, 2009 and 2008 were $809,006 and $1,455,644, respectively. The decrease in 2009 is primarily attributable to decreased stock-based compensation expenses associated primarily with the Company’s management, consultants and healthcare legal advisors, the hiring of additional customer support personnel, and increased marketing activities. On a cash basis, the Company is close to meeting its goal of break-even and has an expected goal of profitability on a cash basis by the 4^th quarter of 2009.

We had net losses of $582,637 and $1,209,568 for the six month period ended June 30, 2009 and 2008, respectively. The decrease in net losses resulted primarily from a decreases in compensation expenses due to decreased stock-based compensation expenses.

Liquidity and Capital Resources

At June 30, 2009, the Company had a working capital deficiency of $(2,130,104). While the Company believes revenue that will be earned from the sales of the MedLink EHR, integration fees and the sales and support of AutoDoc will soon be sufficient to sustain the Company's operations, there can be no guarantee that this will be the case and that the Company will not have to raise additional capital from investors. The Company expects to experience significant growth over the next several years. As a result of the recent federal stimulus bill, over the next two to five years, an increasing number of physicians will be adopting EHR technology. There will be billions of dollars in public and private initiatives available to facilitate a rapid movement toward adoption. The federal initiative funds will be available to vendors, such as MedLink, who have demonstrated “meaningful use” (such as under CMS PQRI reporting), complied with state EHR requirements and interoperability requirements (such as with NY RHIOs) and have current year CCHIT certification. During the 2^nd quarter of 2009, MedLink terminated its investment banking engagement of Shattuck Hammond Partners. The Company’s management made the decision to terminate Shattuck Hammond in conjunction with its decision to bring its capital raising activities internally. As part of its ongoing business strategy, MedLink continues to raise additional capital to execute on its business opportunities.

Critical Accounting Policies

We believe there are several accounting policies that are critical to the understanding of our historical and future performance as these policies affect the reported amount of revenues and expenses and other significant areas and involve management’s most difficult, subjective or complex judgments and estimates. On an ongoing basis, management evaluates and adjusts its estimates and judgments, if necessary. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingencies. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be materially different from those estimates. These critical accounting policies relate to revenue recognition, allowance for doubtful accounts, capitalized software development costs, stock-based compensation and income taxes. Please refer to Note 1 of the audited Consolidated Financial Statements for further discussion of our significant accounting policies.

The preparation of financial statements and related disclosures requires management to make judgments, assumptions and estimates that affect the amounts in the Consolidated Financial Statements and accompanying notes. Note 1 to the Consolidated Annual Report on Form 10-K for the year ended December 31, 2008 describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Estimates are used for, but not limited to, goodwill impairment and long-lived asset impairments. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of the Consolidated Financial Statements.

Revenue Recognition

Revenues are derived from licensing of computer software and professional services (including implementation, integration, and training) and the sale of computer hardware. We evaluate revenue recognition on a contract-by-contract basis as the terms of each arrangement vary. The evaluation of our contractual arrangements often requires judgments and estimates that affect the timing of revenue recognized in our statements of operations. Specifically, we may be required to make judgments about:

•	whether the fees associated with our software and services are fixed or determinable;
•	whether collection of our fees is considered probable;
•	whether professional services are essential to the functionality of the related software;
•	whether we have the ability to make reasonably dependable estimates in the application of the percentage-of-completion method; and
•	whether we have verifiable objective evidence of fair value for our software and services.

Allowance for Doubtful Accounts

In evaluating the collectability of our accounts receivable, we assess a number of factors, including a specific client’s ability to meet its financial obligations to us, as well as general factors such as the length of time the receivables are past due and historical collection experience. Based on these assessments, we record a reserve for specific account balances as well as a reserve based on our historical experience for bad debt to reduce the related receivables to the amount we ultimately expect to collect from clients. If circumstances related to specific clients change, or economic conditions deteriorate such that our past collection experience is no longer relevant, our estimate of the recoverability of our accounts receivable could be further reduced from the levels provided for in the Consolidated Financial Statements.

Goodwill

SFAS No. 142, “Goodwill and Other Intangible Assets,” classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. For intangible assets with definite lives, tests for impairment must be performed if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and goodwill, tests for impairment must be performed at least annually or more frequently if events or circumstances indicate that assets might be impaired. Our acquired technology and other intangible assets determined to have definite lives are amortized over their useful lives. In accordance with SFAS No. 142, if conditions exist that indicate the carrying value may not be recoverable, we review such intangible assets with definite lives for impairment. Such conditions may include an economic downturn in a market or a change in the assessment of future operations. Goodwill is not amortized. We perform tests for impairment of goodwill annually, or more frequently if events or circumstances indicate it might be impaired. We have only one reporting unit for which all goodwill is assigned. Impairment tests for goodwill include comparing the fair value of the company compared to the comparable carrying value, including goodwill.

Use of Estimates

Accounting for Stock-Based Compensation

The FASB issued a revision of SFAS 123 (“SFAS 123(R)”) that requires compensation costs related to share-based payment transactions to be recognized in the statement of operations. With limited exceptions, the amount of compensation cost is measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123(R) replaces SFAS 123 and is effective January 1, 2007. In 2008, the Company used the black-scholes option pricing model for estimating the fair value of the options granted under the company’s incentive plan.

Earning Per Share

Basic earnings per share ("EPS") is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (“FASB”) under Statement of Financial Accounting Standards (“SFAS”) No. 128, "Earnings per Shares". Diluted EPS reflects the potential dilution of securities that could share in the earnings.

Disclosure about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133, (SFAS 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Company’s consolidated financial statements.

Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets,”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under FASB 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of the expected cash flows used to measure the fair value of the asset under FASB 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its consolidated financial statements.

CAUTIONARY STATEMENT PURSUANT TO "SAFE HARBOR" PROVISIONS OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934

The information in this annual report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their businesses so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than those statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements of MedLink International, Inc., contained herein and in the Company’s annual report for the year ended December 31, 2008 as filed on Form 10-K. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

As of the end of the period covered by this Form 10-Q for the quarter ended June 30, 2009, an evaluation was undertaken, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Exchange Act; and; based upon that evaluation, Company management, including the Chief Executive Officer and the Chief Financial Officer, has concluded that the design of the Company’s disclosure controls and procedures are effective and ensure that all material information required to be disclosed by the Company in the reports that it files or submits under the Act, are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms; in addition, the evaluation confirmed that the Company’s disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to Company management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company maintains a system of internal controls designed to provide reasonable assurance that: (i) the Company’s transactions are properly authorized; (ii) the Company’s assets are protected against unauthorized or improper use, and (iii) the Company’s transactions are properly recorded and reported, all to permit the preparation of complete and accurate financial statements in conformity with generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

Since the date of the most recent evaluation of the Company’s internal controls by the Chief Executive Officer and Chief Financial Officer, there have not been any significant changes in the Company’s internal controls or other factors for the period covered by the subject Form 10-Q that materially affected or were likely to materially affect the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

In the normal course of business, we are involved in various claims and legal proceedings. While the ultimate resolution of these currently pending matters has yet to be determined, we do not presently believe that their outcome will adversely affect our financial position, results of operations or liquidity.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the second quarter of 2009, the Company entered into a subscription agreement with an individual for private placements in the amount of $15,000 to purchase 36,856 shares of the Company’s Class A Common Stock.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

No.	Description of Exhibit
3(i)(1)	Restated Articles of Incorporation of MedLink International, Inc., dated December 11, 1980, incorporated by reference to Exhibit 1 on Form 10-KSB filed June 16, 2000.
3(i)(2)	Articles of Amendment to the Articles of Incorporation of MedLink International, Inc., dated November 17, 1988, incorporated by reference to Exhibit 1 on Form 10-KSB filed June 16, 2000.
3(i)(3)	Articles of Amendment to the Articles of Incorporation of MedLink International, Inc., dated October 10, 2000, incorporated by reference to Exhibit 1 on Form 10-KSB filed March 4, 2001.
3(i)(4)	Articles of Incorporation of MedLink International, Inc., dated October 6, 2005, incorporated by reference to Exhibit 3.1 on Form 10-KSB filed April 17, 2006.
3(ii)(1)	Bylaws of MedLink International, Inc., incorporated by reference to Exhibit 3.2 on Form 10-KSB filed April 17, 2006.
10.18	Employment Agreement between the Company and Ray Vuono dated May 11, 2009;
10.19	Employment Agreement between the Company and James Rose dated May 11, 2009;
10.20	Employment Agreement between the Company and Konrad Kim dated May 11, 2009;
31.1	Certification of MedLink International, Inc. Chief Executive Officer, Ray Vuono, required by Rule 13a-14(a) or Rule 15d-14(a), dated August 15, 2009.*
31.2	Certification of MedLink International, Inc. Principal Financial Officer, James Rose, required by Rule 13a-14(a) or Rule 15d-14(a), dated August 15, 2009.*
32.1	Certification of MedLink International, Inc. Chief Executive Officer, Ray Vuono, required by Rule 13a-14(b) or Rule 15d-14(b), dated August 15, 2009.*
32.2	Certification of MedLink International, Inc. Principal Financial Officer, James Rose, required by Rule 13a-14(b) or Rule 15d-14(b), dated August 15, 2009.*
* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MedLink International, Inc.

Date: August 15, 2009

By: /s/ James Rose

James Rose

Chief Financial Officer

EX-10.18 2 downloadv4.htm

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement") made as of this 11^th day of May, 2009 by and between MedLink International, Inc., a Delaware corporation, having an office at 1 Roebling Court, Ronkonkoma NY 11779 (hereinafter referred to as "Employer") and Ray Vuono, an individual with a business address c/o the Company(hereinafter referred to as "Employee");

W I T N E S S E T H:

WHEREAS, Employer desires to employ, Employee as Chief Executive Officer of Employer; and

WHEREAS, Employee is willing to be employed as the Chief Executive Officer of Employer in the manner provided for herein, and to perform the duties of the Chief Executive Officer of Employer upon the terms and conditions herein set forth;

WHERAS, It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control.

WHEREAS, The Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue his or her employment and to motivate Executive to maximize the value of the Company for the benefit of its stockholders.

WHERAS, The Board believes that it is imperative to provide Executive with certain severance benefits (“Severance Package”) which include twelve (12) months salary, at his then current yearly salary rate, all outstanding stock options not earned or exercised due to the Employee with options vesting immediately and exercisable on the date that is 3 months from the issuance date of the Options unless otherwise stipulated in writing.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth it is agreed as follows:

1. Employment of Chief Executive Officer of Employer. Employer hereby employs Employee as Chief Executive Officer of Employer.

2. Term.

Subject to Section 9 and Section 10 below, the term of this Agreement shall be for a period of Sixty (60) months commencing on June 1, 2009 (the Term). The Term of this Agreement shall be automatically extended for an additional (2) year period, unless either party notifies the other in writing at least ninety (120) days prior to the expiration of the then existing Term of its intention not to extend the Term. During the Term, Employee shall devote substantially all of his business time and efforts to Employer and its subsidiaries and affiliates.

3. Duties. The Employee shall perform those functions generally performed by persons of such title and position, shall attend all meetings of the stockholders and the Board (if invited to attend), shall perform any and all related duties and shall have any and all powers as may be prescribed by resolution of the Board, and shall be available to confer and consult with and advise the officers and directors of Employer at such times that may be required by Employer. Employee shall report directly and solely to the Board.

4. Compensation.

a. (i) Employee shall be paid a base pay of $360,000 per year during the Term of this Agreement. Employee shall be paid periodically in accordance with the policies of the Employer during the term of this Agreement, but not less than bi-monthly. During the Term Employee shall be the highest paid employee of the Company or any of its subsidiaries in terms of monetary compensation. In the event another employee of Employer or any of its subsidiaries is paid a monetary compensation that is higher than Employee’s, Employee’s monetary compensation shall be adjusted to equal such employee’s monetary compensation plus an additional 5%.

(ii) Employee is eligible for an annual bonus, if any, which will be determined and paid in accordance with policies set from time to time by the compensation committee of the Board.

b. At the beginning of each 12 month period during the Term, Employer shall grant Employee 2,000,000 options (“Options”) to purchase shares of the Company’s common stock pursuant to the Company’s Stock Option Plan then in effect, at an exercise price per share equal to the Fair Market Value of the Company’s common stock. The Options shall be exercisable for a period of seven (7) years from their date of issuance. The Options shall vest and become exercisable on the date that is 12 months from the issuance date of the Options.

c. Employer shall include Employee in its health insurance program, payment of premiums in accordance with company policy.

d. Employee shall receive an automobile allowance in the amount of $1000.00 per month.

e. Employee shall have the right to participate in any other employee benefit plans established by Employer.

f. (i) In the event of a "Change of Control" whereby:

(A) A person (other than a person who is an officer or a Director of Employer on the effective date hereof), including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, after execution of this Agreement becomes, or obtains the right to become, the beneficial owner of Employer securities having 50% or more of the combined voting power of then outstanding securities of the Employer that may be cast for the election of directors of the Employer;

(B) At any time, a majority of the Board-nominated slate of candidates for the Board is not elected;

(D) Substantially all Employer's assets are sold; or

(E) Employer's stockholders approve the dissolution or liquidation of Employer; then

(ii) All stock options and warrants ("Rights") granted by Employer to Employee under any plan or otherwise prior to the effective date of the Change of Control, shall become vested, accelerate and become immediately exercisable with the employee option of cashless exercise; any time within twelve months after the effective date of the change of control, adjusted for any stock splits and capital reorganizations having a similar effect, subsequent to the effective date hereof. In the event Employee owns or is entitled to receive any unregistered securities of Employer, then Employer shall use its best efforts to effect the registration of all such securities as soon as practicable, but no later than 120 days after the Change of Control; provided, however, that such period may be extended or delayed by Employer for one period of up to 60 days if, upon the advice of counsel at the time such registration is required to be filed, or at the time Employer is required to exercise its best efforts to cause such registration statement to become effective, such delay is advisable and in the best interests of Employer because of the existence of non-public material information, or to allow Employer to complete any pending audit of its financial statements.

5. Expenses. Employee shall be reimbursed for all of his actual out-of-pocket expenses incurred in the performance of his duties hereunder, provided such expenses are acceptable to Employer, which approval shall not be unreasonably withheld, for business related travel and entertainment expenses, and that Employee shall submit to Employer detailed receipts, according to IRS guidelines, with respect thereto.

6. Vacation. Employee shall be entitled to receive four (4) weeks paid vacation time during each year of employment with dates agreed upon by Employer. Vacation time may not be accrued beyond the end of the calendar year. In the event of separation of employment, for any reason, vacation time accrued and not used, in that calendar year, shall be paid at the salary rate of Employee in effect at the time of employment separation.

7. Secrecy. At no time shall Employee disclose to anyone any confidential or secret information (not already constituting information available to the public) concerning (a) internal affairs or proprietary business operations of Employer or (b) any trade secrets, new product developments, patents, programs or programming, especially unique processes or methods.

8. Covenant Not to Compete.

(a) Subject to, and limited by, Section 10(b), Employee will not, at any time, during the term of this Agreement, and for one (1) year thereafter, either directly or indirectly, engage in, with or for any enterprise, institution, whether or not for profit, business, or company, competitive with the business (as identified herein) of Employer as such business may be conducted on the date thereof, as a creditor, guarantor, or financial backer, stockholder, director, officer, consultant, advisor, employee, member, inventor, producer, director, or otherwise of or through any corporation, partnership, association, sole proprietorship or other entity; provided, that an investment by Employee, her spouse or her children is permitted if such investment is not more than four percent (4%) of the total debt or equity capital of any such competitive enterprise or business and further provided that said competitive enterprise or business is a publicly held entity whose stock is listed and traded on a national stock exchange or through the NASDAQ Stock Market. As used in this Agreement, the business of Employer shall be deemed to include the development and marketing of Healthcare IT systems.

(b) For a period one year from the date of termination of this agreement Employee shall not contact or solicit any of the Companies customers, employees or suppliers.

(c) During the entire time of employment, any outside consulting (paid or unpaid), employment, business venture or compensated activities must receive the written approval of the compensation committee, established by the board of directors, or any other committee of the board of directors serving such function.

9. Termination.

Termination by Employer

(i) Employer may terminate this Agreement upon written notice for Cause. For purposes hereof, "Cause" shall mean (A) Employee's misconduct as could reasonably be expected to have a material adverse effect on the business and affairs of Employer, (B) the Employee's disregard of lawful instructions of Employers Board of Directors consistent with Employee's position relating to the business of Employer or neglect of duties or failure to act, which, in each case, could reasonably be expected to have a material adverse effect on the business and affairs of Employer,(C) engaging by the Employee in conduct that constitutes activity in competition with Employer, including any unapproved activities identified in section 8(c) of this agreement; and/or (D) the conviction of Employee for the commission of a felony. Notwithstanding anything to the contrary in this Section 9(a)(i), Employer may not terminate Employee's employment under this Agreement for Cause unless Employee shall have first received notice from the Board advising Employee of the specific acts or omissions alleged to constitute Cause, and such acts or omissions continue after Employee shall have had a reasonable opportunity (at least 10 days from the date Employee receives the notice from the Board) to correct the acts or omissions so complained of. In no event shall alleged incompetence of Employee in the performance of Employee's duties be deemed grounds for termination for Cause.

(ii) If Employer shall terminate this Agreement under Section 9(a)(i), Employee shall be entitled to receive the greater of: (a) the remaining salary due to Employee under this Agreement, or (b) twelve (12) months salary, at his then current yearly salary rate, all outstanding stock options not earned or exercised due to the Employee with options vesting immediately and exercisable on the date that is 3 months from the issuance date of the Options(the “Severance Payment”), and Employer shall pay 100% of the C.O.B.R.A. premiums for twelve (12) months after such termination.

(iii) This agreement automatically shall terminate upon the death of Employee, except that Employee's estate shall be entitled to receive any amount accrued under Section 4(a).

b. Termination by Employee

(i) Employee shall have the right to terminate his employment under this Agreement upon 30 days' notice to Employer given within 90 days following the occurrence of any of the following events (A) through (F) or within three years following the occurrence of event (G):

(A) Employee is not appointed or retained as Chief Executive Officer (or a substantially similar position).

(B) Employer acts to materially reduce Employee's duties and responsibilities hereunder. Employee's duties and responsibilities shall not be deemed materially reduced for purposes hereof solely by virtue of the fact that Employer is (or substantially all of its assets are) sold to, or is combined with, another entity, provided that Employee shall continue to have the same duties and responsibilities with respect to Employer's business, and Employee shall report directly to the board of directors of the entity (or individual) that acquires Employer or its assets.

(C) Employer acts to change the geographic location of the performance of Employee's duties from the Suffolk County of New York area.

(D) A Material Reduction (as hereinafter defined) in Employee's rate of base compensation, or Employee's other benefits. "Material Reduction" shall mean a ten percent (10%) differential;

(E) A failure by Employer to obtain the assumption of this Agreement by any successor;

(F) A material breach of this Agreement by Employer, which is not cured within thirty (30) days of written notice of such breach by Employer;

(G) A Change of Control.

(ii) Anything herein to the contrary notwithstanding, Employee may terminate this Agreement upon thirty (30) days written notice to Employer.

(iii) If Employee shall terminate this Agreement under Section 9(b)(i), Employee shall be entitled to receive the greater of: (a) the remaining salary due to Employee under this Agreement, or (b) twelve (12) months salary, at his then current yearly salary rate, all outstanding stock options not earned or exercised due to the Employee with options vesting immediately and exercisable on the date that is 3 months from the issuance date of the Options(the “Severance Payment”), and Employer shall pay 100% of the C.O.B.R.A. premiums for twelve (12) months after such termination. Other than the Severance Payment and the payment of C.O.B.R.A. premiums described in this section 9(b)(iii), Employer shall have no further obligation to compensate Employee pursuant to Section 4 above.

c. Termination by Board of Directors actions due to economic hardship of the Employer.

(i) In the event the Employer, under direction from its board of directors due to financial distress, is required to take actions that may effect any or all of the Section 9(b)(i) events (A) through (F)

(ii) Within thirty (30) days of such board action, Employee may voluntarily terminate this Agreement with written notice to Employer.

(iii) If Employee shall terminate this Agreement under Section 9(c)(ii), Employee shall be entitled to “Severance Payment” and Employer shall pay 100% of the C.O.B.R.A. premiums for twelve (12) months after such termination. Other than the payments set forth in this section 9(c)(iii) and the payment of C.O.B.R.A. premiums described in this section 9(c)(iii), Employer shall have no further obligation to compensate Employee pursuant to Section(s) 4 or 9(b)above. If Employee shall terminate this Agreement pursuant to Section 9(c)(ii), Employee shall not be entitled to the Severance Payment or any additional compensation as provided in Section 4 or 9(b)above.

10. Consequences of Breach by Employer;

Employment Termination

a. If the Employer shall terminate Employee's employment under this Agreement in any way that is a breach of this Agreement by Employer, the following shall apply:

(i) Employee shall be entitled to receive the “Severance Payment”, and Employer shall pay 100% of the C.O.B.R.A. premiums for twelve (12) months after such termination. Other than the Severance Payment and the payment of C.O.B.R.A. premiums described, Employer shall have no further obligation to compensate Employee pursuant to Section(s) 4 or 9 above; and

(ii) Employee shall be entitled to payment of any previously declared bonus as provided in Section 4(a) above.

b. In the event of termination of Employee's employment pursuant to Section 9(b)(i) of this Agreement, Sections 8(a) and 8(b) shall apply to Employee for the number of months remaining under this Agreement at the time of termination plus a period of six (6) months thereafter.

11. Remedies

Employer recognizes that because of Employee's special talents, stature and opportunities in the Healthcare industry, and because of the nature of and compensation practices of said industry and the material impact that individual projects can have on the Company's results of operations, in the event of termination by Employer hereunder (except under Section 9(a)(i) or (ii), or in the event of termination by Employee under Section 9(b)(i) before the end of the agreed term), the Employer acknowledges and agrees that the provisions of this Agreement regarding further payments of base salary, bonuses and the exercisability of Rights constitute fair and reasonable provisions for the consequences of such termination, do not constitute a penalty, and such payments and benefits shall not be limited or reduced by amounts' Employee might earn or be able to earn from any other employment or ventures during the remainder of the agreed term of this Agreement.

12. Excise Tax. In the event that any payment or benefit received or to be received by Employee in connection with a termination of his employment with Employer would constitute a "parachute payment" within the meaning of Code Section 280G or any similar or successor provision to 280G and/or would be subject to any excise tax imposed by Code Section 4999 or any similar or successor provision then Employer shall assume all liability for the payment of any such tax and Employer shall immediately reimburse Employee on a "grossed-up" basis for any income taxes attributable to Employee by reason of such Employer payment and reimbursements.

13. Attorneys' Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled.

14. Entire Agreement; Survival. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein and supersedes, effective as of the date hereof any prior agreement or understanding between Employer and Employee with respect to Employee's employment by Employer. The unenforceability of any provision of this Agreement shall not effect the enforceability of any other provision. This Agreement may not be amended except by an agreement in writing signed by the Employee and the Employer, or any waiver, change, discharge or modification as sought. Waiver of or failure to exercise any rights provided by this Agreement and in any respect shall not be deemed a waiver of any further or future rights.

b. The provisions of Sections 4, 7, 8, 9(a)(ii), 9(b)(iii), 10, 11, 12, 14, 16, 17 and 18 shall survive the termination of this Agreement.

15. Assignment. This Agreement shall not be assigned to other parties.

16. Governing Law. This Agreement and all the amendments hereof, and waivers and consents with respect thereto shall be governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof.

17. Notices. All notices, responses, demands or other communications under this Agreement shall be in writing and shall be deemed to have been given when

a. delivered by hand;

b. sent be telex or telefax, (with receipt confirmed), provided that a copy is mailed by registered or certified mail, return receipt requested; or

c. received by the addressee as sent be express delivery service (receipt requested) in each case to the appropriate addresses, telex numbers and telefax numbers as the party may designate to itself by notice to the other parties:

(i) if to the Employer:

MedLink International, Inc.

1 Roebling Court

Ronkonkoma, NY 11779

Telefax: (631) 342-8819

Telephone:(631)-342-8800

(ii) if to the Employee:

1 Roebling Court

Ronkonkoma, NY 11779

Telefax: (631) 342-8819

Telephone:(631)-342-8800

18. Severability of Agreement. Should any part of this Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including any such part, parts or portions which may, for any reason, be hereafter declared invalid.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the day and year first above written.

Employee

Signature: /s/ Ray Vuono

Printed Name: Ray Vuono

Date:

MEDLINK INTERNATIONAL, INC.

By: /s/ James Rose

Name: James Rose

Title: Chief Financial Officer

Date:

EX-10.19 3 pfile2.htm

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement") made as of this 11^th day of May, 2009 by and between MedLink International, Inc., a Delaware corporation, having an office at 1 Roebling Court, Ronkonkoma NY 11779 (hereinafter referred to as "Employer") and James Rose, an individual with a business address c/o the Company(hereinafter referred to as "Employee");

W I T N E S S E T H:

WHEREAS, Employer desires to employ, Employee as Chief Financial Officer of Employer; and

WHEREAS, Employee is willing to be employed as the Chief Financial Officer of Employer in the manner provided for herein, and to perform the duties of the Chief Financial Officer of Employer upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth it is agreed as follows:

1. Employment of Chief Financial Officer of Employer. Employer hereby employs Employee as Chief Financial Officer of Employer.

2. Term.

4. Compensation.

a. (i) Employee shall be paid a base pay of $324,000 per year during the Term of this Agreement. Employee shall be paid periodically in accordance with the policies of the Employer during the term of this Agreement, but not less than bi-monthly. During the Term Employee shall be the second highest paid employee of the Company or any of its subsidiaries in terms of monetary compensation. In the event another employee other than the Chief Executive Officer of Employer or any of its subsidiaries is paid a monetary compensation that is higher than Employee’s, Employee’s monetary compensation shall be adjusted to equal such employee’s monetary compensation plus an additional 4%.

(ii) Employee is eligible for an annual bonus, if any, which will be determined and paid in accordance with policies set from time to time by the compensation committee of the Board.

b. At the beginning of each 12 month period during the Term, Employer shall grant Employee 1,800,000 options (“Options”) to purchase shares of the Company’s common stock pursuant to the Company’s Stock Option Plan then in effect, at an exercise price per share equal to the Fair Market Value of the Company’s common stock. The Options shall be exercisable for a period of seven (7) years from their date of issuance. The Options shall vest and become exercisable on the date that is 12 months from the issuance date of the Options.

c. Employer shall include Employee in its health insurance program, payment of premiums in accordance with company policy.

d. Employee shall receive an automobile allowance in the amount of $1000.00 per month.

e. Employee shall have the right to participate in any other employee benefit plans established by Employer.

f. (i) In the event of a "Change of Control" whereby:

(B) At any time, a majority of the Board-nominated slate of candidates for the Board is not elected;

(D) Substantially all Employer's assets are sold; or

(E) Employer's stockholders approve the dissolution or liquidation of Employer; then

8. Covenant Not to Compete.

(b) For a period one year from the date of termination of this agreement Employee shall not contact or solicit any of the Companies customers, employees or suppliers.

9. Termination.

Termination by Employer

(iii) This agreement automatically shall terminate upon the death of Employee, except that Employee's estate shall be entitled to receive any amount accrued under Section 4(a).

b. Termination by Employee

(A) Employee is not appointed or retained as Chief Financial Officer (or a substantially similar position).

(C) Employer acts to change the geographic location of the performance of Employee's duties from the Suffolk County of New York area.

(D) A Material Reduction (as hereinafter defined) in Employee's rate of base compensation, or Employee's other benefits. "Material Reduction" shall mean a ten percent (10%) differential;

(E) A failure by Employer to obtain the assumption of this Agreement by any successor;

(F) A material breach of this Agreement by Employer, which is not cured within thirty (30) days of written notice of such breach by Employer;

(G) A Change of Control.

(ii) Anything herein to the contrary notwithstanding, Employee may terminate this Agreement upon thirty (30) days written notice to Employer.

c. Termination by Board of Directors actions due to economic hardship of the Employer.

(ii) Within thirty (30) days of such board action, Employee may voluntarily terminate this Agreement with written notice to Employer.

10. Consequences of Breach by Employer;

Employment Termination

a. If the Employer shall terminate Employee's employment under this Agreement in any way that is a breach of this Agreement by Employer, the following shall apply:

(ii) Employee shall be entitled to payment of any previously declared bonus as provided in Section 4(a) above.

11. Remedies

b. The provisions of Sections 4, 7, 8, 9(a)(ii), 9(b)(iii), 10, 11, 12, 14, 16, 17 and 18 shall survive the termination of this Agreement.

15. Assignment. This Agreement shall not be assigned to other parties.

17. Notices. All notices, responses, demands or other communications under this Agreement shall be in writing and shall be deemed to have been given when

a. delivered by hand;

b. sent be telex or telefax, (with receipt confirmed), provided that a copy is mailed by registered or certified mail, return receipt requested; or

(i) if to the Employer:

MedLink International, Inc.

1 Roebling Court

Ronkonkoma, NY 11779

Telefax: (631) 342-8819

Telephone:(631)-342-8800

(ii) if to the Employee:

1 Roebling Court

Ronkonkoma, NY 11779

Telefax: (631) 342-8819

Telephone:(631)-342-8800

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the day and year first above written.

Employee

Signature: /s/ James Rose

Printed Name: James Rose

Date:

MEDLINK INTERNATIONAL, INC.

By: /s/ Ray Vuono

Name: Ray Vuono

Title: Chief Executive Officer

Date:

EX-10.20 4 downloadk3.htm

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement") made as of this 11^th day of May, 2009 by and between MedLink International, Inc., a Delaware corporation, having an office at 1 Roebling Court, Ronkonkoma NY 11779 (hereinafter referred to as "Employer") and Konrad Kim, an individual with a business address c/o the Company(hereinafter referred to as "Employee");

W I T N E S S E T H:

WHEREAS, Employer desires to employ, Employee as Chief Technology Officer of Employer; and

WHEREAS, Employee is willing to be employed as the Chief Technology Financial Officer of Employer in the manner provided for herein, and to perform the duties of the Chief Technology Officer of Employer upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth it is agreed as follows:

1. Employment of Chief Technology Officer of Employer. Employer hereby employs Employee as Chief Financial Officer of Employer.

2. Term.

4. Compensation.

a. (i) Employee shall be paid a base pay of $120,000 per year during the Term of this Agreement. Employee shall be paid periodically in accordance with the policies of the Employer during the term of this Agreement, but not less than bi-monthly. During the Term Employee shall be the second highest paid employee of the Company or any of its subsidiaries in terms of monetary compensation. In the event another employee other than the Chief Executive Officer of Employer or any of its subsidiaries is paid a monetary compensation that is higher than Employee’s, Employee’s monetary compensation shall be adjusted to equal such employee’s monetary compensation plus an additional 4%.

(ii) Employee is eligible for an annual bonus, if any, which will be determined and paid in accordance with policies set from time to time by the compensation committee of the Board.

b. At the beginning of each 12 month period during the Term, Employer shall grant Employee 500,000 options (“Options”) to purchase shares of the Company’s common stock pursuant to the Company’s Stock Option Plan then in effect, at an exercise price per share equal to the Fair Market Value of the Company’s common stock. The Options shall be exercisable for a period of seven (7) years from their date of issuance. The Options shall vest and become exercisable on the date that is 12 months from the issuance date of the Options.

c. Employer shall include Employee in its health insurance program, payment of premiums in accordance with company policy.

d. Employee shall receive an automobile allowance in the amount of $1000.00 per month.

e. Employee shall have the right to participate in any other employee benefit plans established by Employer.

f. (i) In the event of a "Change of Control" whereby:

(B) At any time, a majority of the Board-nominated slate of candidates for the Board is not elected;

(D) Substantially all Employer's assets are sold; or

(E) Employer's stockholders approve the dissolution or liquidation of Employer; then

8. Covenant Not to Compete.

(b) For a period one year from the date of termination of this agreement Employee shall not contact or solicit any of the Companies customers, employees or suppliers.

9. Termination.

Termination by Employer

(iii) This agreement automatically shall terminate upon the death of Employee, except that Employee's estate shall be entitled to receive any amount accrued under Section 4(a).

b. Termination by Employee

(A) Employee is not appointed or retained as Chief Financial Officer (or a substantially similar position).

(C) Employer acts to change the geographic location of the performance of Employee's duties from the Suffolk County of New York area.

(D) A Material Reduction (as hereinafter defined) in Employee's rate of base compensation, or Employee's other benefits. "Material Reduction" shall mean a ten percent (10%) differential;

(E) A failure by Employer to obtain the assumption of this Agreement by any successor;

(F) A material breach of this Agreement by Employer, which is not cured within thirty (30) days of written notice of such breach by Employer;

(G) A Change of Control.

(ii) Anything herein to the contrary notwithstanding, Employee may terminate this Agreement upon thirty (30) days written notice to Employer.

c. Termination by Board of Directors actions due to economic hardship of the Employer.

(ii) Within thirty (30) days of such board action, Employee may voluntarily terminate this Agreement with written notice to Employer.

10. Consequences of Breach by Employer;

Employment Termination

a. If the Employer shall terminate Employee's employment under this Agreement in any way that is a breach of this Agreement by Employer, the following shall apply:

(ii) Employee shall be entitled to payment of any previously declared bonus as provided in Section 4(a) above.

11. Remedies

b. The provisions of Sections 4, 7, 8, 9(a)(ii), 9(b)(iii), 10, 11, 12, 14, 16, 17 and 18 shall survive the termination of this Agreement.

15. Assignment. This Agreement shall not be assigned to other parties.

17. Notices. All notices, responses, demands or other communications under this Agreement shall be in writing and shall be deemed to have been given when

a. delivered by hand;

b. sent be telex or telefax, (with receipt confirmed), provided that a copy is mailed by registered or certified mail, return receipt requested; or

(i) if to the Employer:

MedLink International, Inc.

1 Roebling Court

Ronkonkoma, NY 11779

Telefax: (631) 342-8819

Telephone:(631)-342-8800

(ii) if to the Employee:

1 Roebling Court

Ronkonkoma, NY 11779

Telefax: (631) 342-8819

Telephone:(631)-342-8800

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the day and year first above written.

Employee

Signature: /s/ Konrad Kim

Printed Name: Konrad Kim

Date:

MEDLINK INTERNATIONAL, INC.

By: /s/ Ray Vuono

Name: Ray Vuono

Title: Chief Executive Officer

Date:

EX-31.1 5 certs11.htm

Exhibit 31.1

CERTIFICATION

I, Ray Vuono, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MedLink International, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: August 15, 2009

/s/ Ray Vuono

---------------------

Ray Vuono

Chief Executive Officer

EX-31.2 6 cer12.htm

Exhibit 31.2

CERTIFICATION

I, James Rose, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MedLink International, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: August 15, 2009

/s/ James Rose

------------------------

James Rose

Chief Financial Officer

EX-32.1 7 cert21.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 (the Report) by MedLink International, Inc. (the Company), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ray Vuono

--------------------

Ray Vuono

Chief Executive Officer

Date: August 15, 2009

EX-32.2 8 cert22.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 (the Report) by MedLink International, Inc. (the Company), the undersigned, as the Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James Rose

----------------------

James Rose

Vice President and Chief Financial Officer

Date: August 15, 2009