---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

**FORM 10-KSB**

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

For the fiscal year ended **September 30, 2004**

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

Commission File No. **2-94704-NY**

**MedXLink, Corp.**(Exact name of Registrant as specified in its charter)

**Nevada**                                                                         **11-2647209**(State or other jurisdiction of                                                  (IRS Employer Identification No.)
incorporation or organization)

**378 North Main, #124; Layton, UT 84041**

(Address and zip code of principal executive offices)

Registrant's telephone number, including area code:****(801) 497-9075



Securities registered pursuant to Section 12(b) of the Act: NONE****Securities registered pursuant to Section 12(g) of the Act: Common Stock $.001 Par Value

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. **[ X ] Yes [ ] No**

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. **[ x ]**

Revenue for the year ended September 30, 2004: $ 0.

As of December 1, 2004 it is unclear as to the aggregate market value of the voting stock held by non-affiliates of the
Registrant. This is due to the low or almost non-existing trading of the Registrant's Securities.

As of December 1, 2004 the number of shares outstanding of the Registrant's Common Stock was 2,892,404.



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**PART I**



---

MedXLink, Corp., ("the Company") was organized in May 1983 in the State of New York
under the name "National Thoroughbred Corporation." Subsequently, the name was changed to
"NTC Holdings, Inc.".  Although originally formed to engage in purchasing, breeding and selling
Thoroughbred horses, the company's management anticipates merging with an as yet unidentified
on-going business in the future.

The board of directors feel that the Company does not meet the criteria of a development
stage company (as defined in SFAS 7 "*Accounting and Reporting by Development Stage
Enterprises*") primarily because it is not currently producing or marketing a product or service.
However, the Company is currently seeking a business opportunity to merge with or acquire, but to
date has not located any such business opportunities.

In seeking a business opportunity to merge with or acquire, management is reviewing various
business plans. Management has not limited their review of plans or exploration of acquisitions to
any particular industry or service sector.   Management has not yet identified a business to complete
such a transaction with and the Company has not entered into any binding agreements for an
acquisition or merger. There is no assurance that the Company will be successful in finding any
business opportunity to merge with or acquire.

On July 5, 2002 Articles of Merger were filed with the state of Nevada, merging NTC
Holdings, Inc. a New York corporation into Medeport, Inc. a Nevada Corporation for the purpose
of changing  domicile.  On July 12, 2002 the name was changed from Medeport, Inc. to MedXLink
Corp.  The shareholders agreed to eliminate the Class A Preferred stock of 1 share ($.001 par value)
and the Class B Preferred stock of 1,000,000 shares ($.001 par value).  Both classes of preferred
stock had no shares issued and outstanding.

**ITEM 2. DESCRIPTION OF PROPERTY**

The Company currently operates from the office of the Company's legal counsel and pays no
rent or expenses.

**ITEM 3. LEGAL PROCEEDINGS**

Effective July 21, 2002 the Company entered into an agreement to acquire all of the equity
of eHDL, Inc. ("eHDL").  In anticipation of the transaction the Company sold approximately
$195,000 in debentures and loaned the proceeds to eHDL.  Due to eHDL's failure in meeting their
requirements to complete the acquisition, the transaction was abandoned and in June 2003 a
Complaint was filed in Florida for breach of contract in the amount of $195,000.  Effective July 30,
2003, all of the  investors agreed that all funds recorded as payables on the records of  the Company
will be recorded as investments into eHDL. The related funds payable to the investors,  the
corresponding receivable from eHDL , all interest receivable and payable were reversed on the books
of the Company.  The lawsuit was satisfied and the Company dismissed it.

**ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**

None.



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**PART II**

**ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND** **RELATED
STOCKHOLDER MATTERS**

The symbol for the Company is MXLK and trades on the OTC Bulletin Board.  As of
December 1, 2004, the Company had approximately 170 shareholders of record.

The following table represents the range of the high and low bid prices of the Company's
stock as reported by the OTC Bulletin Board Historical Data Service.  These quotations represent
prices between dealers and may not include retail markups, markdowns, or commissions and may
not necessarily represent actual transactions. The Company cannot ensure that an active public
market will develop in its common stock or that a shareholder may be able to liquidate his
investment without considerable delay, if at all.

|Year | Quarter Ended                                | High               | Low               
|---- | -------------------------------------------- | ------------------ | ------------------
|2002 | September 30

December 31                    | $0.25

.75         | $0.10

.10        
|2003 | March 31

June 30

September 30

December 31 | .10

.10

.10

.10 | .10

.10

.10

.10
|2004 | March 31

June 30

September 30              | .10

3.25

3.18    | .10

.10

2.50    

The Company shares are subject to section 15(g) and rule 15g-9 of the Securities and
Exchange Act, commonly referred to as the "penny stock" rule.  The rule defines penny stock to be
any equity security that has a market price less than $5.00 per share, subject to certain exceptions.
The rule provides that any equity security is considered to be a penny stock unless that security is;
registered and traded on a national securities exchange meeting specified criteria set by the SEC;
authorized for quotation from the NASDAQ stock market; issued by a registered investment
company; excluded from the definition on the basis of price at least $5.00 per share or the issuer's
net tangible assets.  The Company's shares are deemed to be penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors.  Accredited investors, in general,
include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 together with their spouse, and certain institutional investors.

For transactions covered by these rules, broker-dealers must make a special suitability
determination for the purchase of such security and must have received the purchaser's written
consent to the transaction prior to the purchase.  Additionally, for the transaction involving a penny
stock, other rules apply.  Consequently, these rules may restrict the ability of broker-dealers to trade
or maintain a market in our common stock and may affect the ability of shareholders to sell their
shares.

The Company has not declared any cash dividends on its Common Stock since inception and
its Board of Directors has no present intention of declaring any dividends.  For the foreseeable
future, the Company intends to retain all earnings, if any, for use in the development and expansion
of its business.

**ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS**

**Financial Condition**

Total accumulated deficit for the year ending September 30, 2004 was $(115,396), as
compared to $(122,506) at September 30, 2003.  The Company has no operating capital for future
operations.

The Company has minimal assets and is currently in the process of looking for business
opportunities to merge with or acquire.  During the next twelve months, the Company will need to
raise additional capital through private funding to meet the financial needs of being a reporting
company and to meet the obligations of the current accounts payable.  Historically, the Company has
been successful in either raising operational capital or extending the present loans, or a combination
of both.  There is no guarantee that the Company will be successful in obtaining necessary funding
to develop any business opportunities.

On June 28, 2004, approximately $24,900 of convertible notes payable was converted to
approximately 389,000 common shares.  On July 1, 2004, $960 of debt was converted to 15,000
common shares.

During the first fiscal quarter, $1,700 in accounts payable was converted to a convertible note
payable, due on demand, with a 10% a.p.r.

**Results of Operations**

The Company reported a net loss of $(18,785) for the year ended September 30, 2004,
compared to a loss of $(14,542) for the previous year.  The Company anticipates very little or no
overhead from future operations until a successor business can be acquired or merged.

(a)(1) The following financial statements of the Company and its subsidiaries have been filed as part
of this report:

Independent Auditors' Report

Balance Sheets as of September 30, 2004.

Statements of Operations for the years ended September 30, 2004 and September 30, 2003.

Statement of Stockholders' Equity for the period from October 1, 2001 to September 30, 2004.

Statement of Cash Flows for the years ended September 30, 2004 and September 30, 2003.

Notes to Financial Statements.

(2) Schedules are omitted because of the absence of conditions under which they are required or
because the required information is given in the financial statements or notes thereto.

---

/Letterhead/

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors

MedXLink, Corp.

We have audited the accompanying balance sheets of MedXLink, Corp., (a Nevada corporation) as
of September 30, 2004 and 2003 and the related statements of operations, stockholders' equity, and
cash flows for the years then ended.  These financial statements are the responsibility of the
company's management.  Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of MedXLink, Corp. at September 30, 2004 and 2003, and the results of its
operations and cash flows for the years then ended in conformity with standards of the Public
Company Accounting Oversight Board (United States).

The accompanying financial statements have been prepared assuming that the Company will
continue as a going concern.  As discussed in Note 9 to the financial statements, the Company has
minimal assets and no operations and is dependent upon financing to continue operations.  These
factors raise substantial doubt about its ability to continue as a going concern.  Management's plans
in regard to these matters are also described in the Note 9.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Chisholm, Bierwolf & Nilson

Bountiful, Utah

December 17, 2004

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**MedXLink, Corp.**

Balance Sheet

|                                                                                                                                       | ****September 30,


2004 | September 30,


2003
|-------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | --------------------
|Current Assets                                                                                                                         |                          |                     
|Cash                                                                                                                                   | $	399                    | $	803               
|Total Assets                                                                                                                           | $	399                    | $	803               
|**Liabilities and Stockholders' Equity**                                                                                               |                          |                     
|Current Liabilities                                                                                                                    |                          |                     
|Accounts Payable                                                                                                                       | $	15,770                 | $	8,292             
|Taxes Payable (Note 3)                                                                                                                 | 3,200                    | 3,200               
|Interest Payable (Note 4)                                                                                                              | 20,287                   | 11,059              
|Notes Payable (Note 4)                                                                                                                 | 76,538                   | 100,758             
|Total Current Liabilities                                                                                                              | 115,795                  | 123,309             
|Stockholders' Equity (Deficit)                                                                                                         |                          |                     
|Common Stock; 100,000,000 Shares Authorized;

at $.001 Par Value; 2,892,404 and 2,487,794 Shares

Issued and Outstanding, Respectively | 2,892                    | 2,488               
|Capital in Excess of Par Value                                                                                                         | 322,035                  | 296,544             
|Accumulated Deficit                                                                                                                    | (440,323)                | (421,538)           
|Total Stockholders' Equity (Deficit)                                                                                                   | (115,396)                | (122,506)           
|Total Liabilities & Stockholders' Equity                                                                                               | $	399                    | $	803               

---

**MedXLink, Corp.**





|                                    | September 30,

2004 | September 30,

2003
|----------------------------------- | ------------------- | -------------------
|Revenue                             | $-                  | $-                 
|Expenses                            |                     |                    
|General & Administrative            | 9,557               | 7,436              
|Total Expenses                      | 9,557               | 7,436              
|Net Income (Loss) from Operations   | (9,557)             | (7,436)            
|Other Income (Expenses)             |                     |                    
|Interest Expense                    | (9,228)             | (7,106)            
|Total Expenses                      | (9,228)             | (7,106)            
|Income (Loss) - Before Taxes        | (18,785)            | (14,542)           
|Taxes (Note 3)                      | -                   | -                  
|Net Income (Loss)                   | $	(18,785)          | $	(14,542)         
|Net (Loss) Per Common Share         | $	(.01)             | $	(.01)            
|Weighted Average Outstanding Shares | 2,591,587           | 2,313,510          

---



**MedXLink, Corp.**

Statements of Stockholders' Equity

From October 1, 2001 through September 30, 2004

|                                                       | Common Stock | Capital In


Excess of


Par Value | Accumulated


Deficit
|------------------------------------------------------ | ------------ | ---------------------------------- | ---------------------
|                                                       | Shares       | Amount                            
|Balance, October 1, 2001                               | 250,000      | $	250                              | $	293,892            
|Rounding Due to 1 to 100

Reverse Stock Split          | 6,594        | 7                                  | (7)                  
|Shares Issued for Relief of Debt
at $.001 Per Share    | 2,000,000    | 2,000                              | -                    
|Loss for the Year Ended

September 30, 2002            |              |                                    |                      
|Balance, September 30, 2002                            | 2,256,594    | 2,257                              | 293,885              
|Shares issued for Cash

at $.0125 Per Share            | 231,200      | 231                                | 2,659                
|Loss for the Year Ended
September 30, 2003             |              |                                    |                      
|Balance, September 30, 2003                            | 2,487,794    | 2,488                              | 296,544              
|Shares issued for conversion of
debt at $.06 Per Share | 389,610      | 389                                | 24,546               
|Shares issued for conversion of
debt at $.06 Per Share | 15,000       | 15                                 | 945                  
|Loss for the Year Ended
September 30, 2004             |              |                                    |                      
|Balance, September 30, 2004                            | 2,892,404    | $        2,892                     | $           322,035  

---







|                                                     | For the Years Ended September 30,
|---------------------------------------------------- | ---------------------------------
|                                                     | 2004                             
|Cash Flows from Operating Activities                 |                                  
|Net (Loss)                                           | $	(18,785)                       
|Changes in Operating Assets & Liabilities;           |                                  
|Issuance of Common Stock Issued for Debt

Conversion | 25,895                           
|Increase (Decrease) in Accounts Payable              | 7,478                            
|Increase (Decrease) in Interest Payable              | 9,228                            
|Increase (Decrease) in Taxes Payable                 | -                                
|Net Cash Provided (Used) by Operating Activities     | 23,816                           
|Cash Flows from Investing Activities                 |                                  
|Payment for Note Receivable                          | -                                
|Net Cash Provided (Used) by Investing Activities     | -                                
|Cash Flows from Financing Activities                 |                                  
|Proceeds from Notes Payable                          | (24,220)                         
|Issuance of Common Stock for Cash                    | -                                
|Net Cash Provided (Used) by  Financial Activities    | (24,220)                         
|Increase (Decrease) in Cash                          | (404)                            
|Cash, Beginning of Period                            | 803                              
|Cash, End of Period                                  | $	399                            
|Supplemental Disclosure                              |                                  
|Interest                                             | $-                               
|Income Taxes (Including Interest & Penalties)        | -                                

---







****NOTE 1 - Organization and History

The Company was organized in May 1983 in the State of New York under the name of "National
Thoroughbred Corporation."  Subsequently, the name was changed to "NTC Holdings, Inc."  Although
originally formed to engage in purchasing, breeding and selling Thoroughbred horses, the company's
management anticipates merging with an as yet unidentified on-going business in the future.

On July 5, 2002, Articles of Merger were filed with the state of Nevada, merging NTC Holdings, Inc., (a New
York corporation) into Medeport, Inc., (a Nevada Corporation) for the purpose of changing domicile.  On
July 12, 2002, the name was changed from Medeport, Inc., to MedXLink, Corp.  The shareholders agreed
to eliminate the Class A Preferred Stock of one share ($.001 par value) and the Class B Preferred Stock of
1,000,000 shares ($.001 par value).  Both classes of stock had no shares issued or outstanding.

NOTE 2 - Significant Accounting Policies

A.	The Company uses the accrual method of accounting.

B.	Revenues and directly related expenses are recognized in the period when the goods are shipped to,
or services are performed for, the customer.

C.	Primary Earnings Per Share amounts are based on the weighted average number of shares
outstanding at the dates of the financial statements.  Fully Diluted Earnings Per Shares shall be
shown on stock options and other convertible issues that may be exercised within ten years of the
financial statement dates.

D.	Use of Estimates: 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 and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

---

****

**MedXLink, Corp.**





The Company adopted Statement of Financial Standards No. 109 "Accounting for Income taxes" in the fiscal
year ended September 30, 1999 and was applied retroactively.

Statement of Financial Accounting Standards No. 109 "*Accounting for Income Taxes*" requires an asset and
liability approach for financial accounting and reporting for income tax purposes.  This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets
for future tax consequences of events that have been recognized in the financial statements or tax returns.

The Company has cumulative net operating loss carryforwards of approximately $440,000 at September 30,
2004.  No effect has been shown in the financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryforwards is highly improbable.
Accordingly, the potential tax benefits of the net operating loss carryforwards, estimated based upon current
tax rates at September 30, 2004 have been offset by valuation reserves of the same amount.

The Company has available approximately $440,000 in net operating loss carryforwards that will begin to
expire in the year 2003.  The Company has accrued $800 per year minimum state income taxes while it was
a New York Corporation.

NOTE 4 - Related Party Notes Payable

Between 2001 and the 2004 year end, the Company has issued numerous promissory notes to other unrelated
parties for operating capital.  During the fiscal year ended September 30, 2004, the note was satisfied through
the conversion of common stock.  The interest on the note is still outstanding at September 30, 2004 the total
accrued interest on the unrelated note was $2,570.

Effective July 21, 2002 the Company entered into an agreement to acquire all of the equity of eHDL, Inc.
("eHDL").  In anticipation of the transaction, the Company sold approximately $195,000 in debentures and
loaned the proceeds to eHDL.  During the 2003 fiscal year, eHDL failed to meet their contractual agreement
necessary to complete the acquisition.  This led to the abandonment of the acquisition between the Company
and eHDL.

Effective July 30, 2003, the debt purchasers agreed that all related funds recorded as notes payable on the
records of  the Company will be recorded as investments into eHDL. The transactions associated with the
investments including accrued interest receivable and payable will be reversed on the books of the Company.

---



**MedXLink, Corp.**





****NOTE 4 - Notes Payable (continued)

|The Company has the following notes payable obligations:                                                                                                                                            | September


30, 2004 | September


30, 2003
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | --------------------
|Convertible note payable to an unrelated party, due on demand, at

an interest rate of 8% per annum.  This note has been converted to
common stock during the fiscal year ended September 30, 2004. | $-                   | $	5,127             
|Totals                                                                                                                                                                                              | $-                   | $	5,172             
|Less Current Maturities                                                                                                                                                                             | -                    | (5,172)             
|Total Long-Term Notes Payable                                                                                                                                                                       | $-                   | $-                  

|Following are maturities of long-term debt for each of the next five
years: | Year       | Amount
|--------------------------------------------------------------------------- | ---------- | ------
|                                                                            | 2005-2008  | $-    
|                                                                            | Thereafter | -     
|                                                                            | Total      | $-    

---

NOTE 5 - Related Party Notes Payable

The Company's related party transactions consist of several promissory notes issued to various shareholders
of the Company's common stock.  The total balance of the related party note payables is $76,538.  The notes
are due on demand and bear an interest rate between 8% and 10% per annum, some of which are secured by
the Company's common stock.  At September 30, 2004, the total accrued interest on the related party notes
payables is $17,717.

|The Company has the following notes payable obligations:                                                         | September


30, 2004 | September


30, 2003
|---------------------------------------------------------------------------------------------------------------- | -------------------- | --------------------
|Convertible notes payable to investor are due on demand

plus accrued interest at a rate of 8% or 10% per annum. | $	76,538             | $	95,631            
|Totals                                                                                                           | $	76,538             | $	95,631            
|Less Current Maturities                                                                                          | (76,538)             | (95,631)            
|Total Long-Term Notes Payable                                                                                    | $-                   | $-                  

---

**MedXLink, Corp.**







|Following are maturities of long-term debt for each of the next five
years: | Year       | Amount  
|--------------------------------------------------------------------------- | ---------- | --------
|                                                                            | 2005       | $	76,538
|                                                                            | 2006       | -       
|                                                                            | 2007       | -       
|                                                                            | 2008       | -       
|                                                                            | Thereafter | -       
|                                                                            | Total      | $	76,538

---

NOTE 6 - Note Receivable

Effective July 21, 2002 the Company entered into an agreement to acquire all of the equity of eHDL, Inc.
("eHDL").  In anticipation of the transaction the Company sold approximately $195,000 in debentures and
loaned the proceeds to eHDL in the form of a note receivable. In June 2003 the Company filed a Complaint
in Florida courts for breach of contract.  As result, the acquisition was  abandoned.  Since the abandonment
all investors have agreed to convert their investment directly in eHD and release the Company from all
covenants and obligations.  eHDL has agreed to assume responsibility for both the notes payable and the note
receivable if the Company dismisses all claims against them.

Effective July 30, 2003, the debt purchasers agreed that all related funds recorded as notes payable on the
records of  the Company will be recorded as investments into eHDL. The transactions associated with the
investments including accrued interest receivable and payable will be reversed on the books of the Company.

NOTE 7 - Stockholders' Equity

During the year, the Company issued a total of 404,610 shares of common stock in the conversion of $25,895
in debt at approximately $.06 per share, accordingly additional paid in capital has been credited by $25,491.

---

**MedXLink, Corp.**





****NOTE 8 - Net Earnings (Loss) Per Share

Basic earnings (loss) per common share (BEPS) is based on the weighted-average number of common shares
outstanding during each period.  Diluted earnings (loss) per common share is based on shares outstanding
(computed as under BEPS) and dilutive potential common shares.  Shares from the exercise of the
outstanding options were not included in the computation of diluted loss per share, because their inclusion
would have been antidilutive for the year ended September 30, 2004.

The following data shows the shares used in the computing loss per common share including dilutive
potential common stock;

|Common shares outstanding during the entire period                                                 | 2,591,587
|-------------------------------------------------------------------------------------------------- | ---------
|Weighted-average shares paid for, but not issued during the period                                 | -        
|Weighted-average number of common shares used in basic EPS

dilutive effect of options             | 2,591,587
|Weighted-average number of common shares and dilutive potential

common shares used in diluted EPS | 2,591,587

Shares from the exercise of the outstanding options were not included in the computation of diluted loss per
share because their inclusion would have been antidilutive for the year ended September 30, 2004.

---



NOTE 9 - Going Concern

The Company's financial statements are prepared using generally accepted accounting principles applicable
to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal
course of business.  Currently, the Company does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its operating costs and to allow it to continue
as a going concern.  The Company does not currently possess a financial institution source of financing and
the Company cannot be certain that it's existing sources of cash will be adequate to meet its liquidity
requirements.  However, the Company is undertaking the following approach to meet its liquidity
requirements.

(a)	Seek additional equity funding through private placements to raise sufficient funds to
continue operations and fund its ongoing development, merger and acquisition activities.

(b)	The Company will seek to continue converting certain outstanding loans and payables into
common stock in order to reduce future cash obligations;

(c)	Management is identifying prospective acquisition targets with sufficient cash flow to fund
operations, as well as potentially generating operating cash flow that may sustain corporate
administrative expenses;

The Company's future capital requirements will depend on its ability to successfully implement these
initiatives.



---



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

None.

**ITEM 8A.  CONTROLS AND PROCEDURES**

(a) Evaluation of disclosure controls and procedures.  The Company's principal executive
officer and its principal financial officer, based on their evaluation of the Company's disclosure
controls over financial reporting and procedures (as defined in Exchange Act Rules 13a-14 (c)) as
of a date within 90 days prior to the filing of this Annual Report on Form 10-KSB, have concluded
that the Company's disclosure controls over financial reporting  and procedures are adequate and
effective for the purposes set forth in the definition in Exchange Act rules.





---

**PART III**



---

The following information is furnished with respect to the Company's Board of Directors and
executive officers.  There are no family relationship between or among any of the Company's directors or
executive officers.

---



**Directors and Executive Officers**

|Name                                                             | Age


(2004) | Director


Since | Position with the Company  
|---------------------------------------------------------------- | ------------ | ---------------- | ---------------------------
|Dean Becker

4766 South Holladay Boulevard

Holladay, Utah 84117 | 51           | 1997             | President, CEO and Director

Dean H. Becker, age 51, practiced  law in Salt Lake City, Utah since 1979.  He graduated from Brigham
Young University in 1976 with a Bachelors of Arts in English with University Scholar designation. He then
attended law school at the J. Reuben Clark School of Law at Brigham Young University where he served as
associate editor on the law review staff.

He has a general law practice with emphasis on corporate and business law, and is involved in a number of
community activities.

---



**ITEM 10. EXECUTIVE COMPENSATION**

**Compensation of Executive Officers and Directors**

During the current fiscal year, no one in the Company's management received more than $60,000
in compensation.

**Employment Agreements and Other Compensation Arrangements**

There are currently no agreements with members of management as to employment or compensation.

**Compensation of Non-Employee Directors**



There is currently no compensation paid to non-employment directors.

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

|Name and Address

Of Beneficial Owner                              | Beneficial

Ownership | Percent of

Class
|------------------------------------------------------------------ | --------------------- | -----------------
|Dean Becker   

4766 South Holladay Boulevard
Holladay, Utah 84117 | 2,005,000             | 69.0%            
|Officers and Directors 

As a Group (one)                          | 2,005,000             | 69.0%            

---



**ITEM  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

During the reported year the Company did not enter into any other transactions with management
which are to be reported under this Item.

**ITEM  13.    EXHIBITS AND REPORTS ON FORM 8-K.**

(a) Exhibits.  The following exhibits follow the signature page of this report.

31.  Written Statement of Chief Executive Officer and Chief Financial Officer with respect
to compliance with Section 302 of the Sarbanes-Oxley Act of 2002.

32.  Written Statement of Chief Executive Officer and Chief Financial Officer with  respect
to compliance with Section 13(a) or 15(d) of  the Securities Exchange Act of 1934 and
pursuant to 18 U.S.C.  1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002



(b) Reports filed on 8-K.  The following reports were filed on a Form 8-K during the fiscal year.

Item 4, Change in Accountants, Filed February 17, 2004

Item 5, Other Events filed July 14, 2004 and is incorporated by reference.

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**ITEM 14.  PRINCIPLE ACCOUNTANT FEES AND SERVICES.**

Audit Fees

The aggregate fees billed for professional services rendered by the Company's principal accountant
for the audit of the annual financial statements included in the quarterly reports and other fees that are
normally provided by the accountant in connection with statutory and regulatory filings or engagements for
the fiscal years ended September 30, 2004 and 2003 were $ 8,000 and $6,060 respectfully.



Audit-Related Fees

The aggregate fees billed for assurance and related services by the Company's principal accountant
that are reasonably related to the performance of the audit or review of the financial statements, other than
those previously reported in this Item 14, for the fiscal years ended September 30, 2004 and 2003 were $0
and $0, respectfully.



Tax Fees

The aggregate fees billed for assurance and related services by the principal accountant for tax
compliance, tax advice and tax planning for the fiscal years ended September 30, 2004 and 2003 were $0
    and $0, respectfully. ****

All Other Fees

The Company's Board of Directors functions as its audit committee.  All of the services described
above in this Item 14 were approved in advance by the Board of Directors.

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) 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.

**MedXLink, Corp.**

By:   Dean Becker

/s/ Dean Becker

Dated:December 29 , 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons of behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE		TITLE	DATE

/s/ Dean Becker	President and Director

(Principal Executive and Financial Officer)	 December 29, 2004



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**SECTION 302 CERTIFICATION**

I, Dean Becker, certify that:

1. I have reviewed this annual report on Form 10-KSB of MedXLink, Corp.;

2. Based on my knowledge, this annual 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 annual
report.

3.  Based on my knowledge, the financial statements, and other financial information included in this
annual 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 annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures 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 annual report is
being prepared.

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of
a date within 90 days prior to the filing date of this annual report (the "Evaluation Date");
and

c) Presented in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies in the design or operation of internal controls which could adversely
affect the registrant's ability to record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; 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; and

6.  I have indicated in this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: December 29, 2004	/s/Dean Becker

Dean Becker

Chief Executive Officer and Principal Accounting Officer

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EXHIBIT 32.1









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

(2)  The information contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company.

Date: December 29, 2004	/s/Dean Becker

Dean Becker

Chief Executive Officer and Principal Accounting Officer

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