**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





(Mark
      One)





**x
      ANNUAL REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE** **SECURITIES
      EXCHANGE ACT OF 1934**


For
      the
      fiscal year ended December 31, 2007.





**o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE** **SECURITIES
      EXCHANGE ACT OF 1934**


For
      the transition period from
      ______to______




Commission
      File Number 2-71164





MEDLINK
                INTERNATIONAL, INC.(Name
                of small business issuer in its charter)


DELAWARE
              
              41-1311718(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employer I.D. No.)incorporation
                  or organization)




11 Oval Drive, Suite 200B, Islandia, New York 11749(Address of Principal Executive Offices) (Zip Code)




631-342-8800(Issuer’s Telephone Number, Including Area Code)





Securities
      registered under Section 12(b) of the Exchange Act:  None





Securities
      registered under Section 12(g) of the Exchange Act:  None




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Act.  Yes x No o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes xNo o





Check
      if
      there is no disclosure of delinquent filers in response to item 405 of
      Regulation S-B contained in this form, and no disclosure will 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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)  Yes oNo x




MedLink
      International, Inc. revenues from continuing operations for the fiscal year
      ended December 31, 2007 were $280,022.





Aggregate
      market value of the voting and non voting equity held by non-affiliates was
      approximately, $6,959,128 as of March 31, 2008. There were a total of
      approximately 7,403,328 shares held by non-affiliates as of such
      date.





The
      Company’s stock transfer agent is Computershare, 350 Indiana St, Suite 800,
      Golden, Colorado 80401.





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 23,877,351class A shares and 5,361,876 class
      B shares outstanding as of March 31, 2008.




Documents
      incorporated by reference: None.





Transitional
      Small Business Disclosure Format (Check one): Yes oNo x







STATEMENT
      OF FORWARD LOOKING STATEMENTS





This
      Annual Report on Form 10-KSB contains certain “forward-looking” statements (as
      such term is defined in the Private Securities Litigation Reform Act of 1995)
      and information relating to MedLink International, Inc. and its subsidiaries
      (collectively the “Company”) that are based on the beliefs of the Company’s
      management, as well as, assumptions made by and information currently available
      to management. When used in this report, the words “estimate,” “project,”
“believe,” “anticipate,” “intend,” “expect” and similar expressions are intended
      to identify forward-looking statements. The Company’s actual results may vary
      materially from the forward-looking statements made in this report due to
      important factors, including, but not limited to: the Company's need to obtain
      additional financing or equity; uncertainties associated with changes in state
      and federal regulations, including the Health Insurance Portability and
      Accountability Act of 1996 (“HIPAA”), and certain other factors detailed below
      under Risk Factors.





As
      for
      the forward-looking statements that relate to future financial results and
      other
      projections, actual results will be different due to the inherent uncertainty
      of
      estimates, forecasts and projections and may be better or worse than projected.
      Given these uncertainties, you should not place any reliance on these
      forward-looking statements. These forward-looking statements also represent
      our
      estimates and assumptions only as of the date that they were made. The Company
      expressly disclaims a duty to provide updates to these forward-looking
      statements, and the estimates and assumptions associated with them, after the
      date of this filing to reflect events or changes in circumstances or changes
      in
      expectations or the occurrence of anticipated events.





The
      Company undertakes no obligation to publicly update any forward-looking
      statement, whether as a result of new information, future events or otherwise.
      You are advised, however, to consult any additional disclosures the Company
      makes in its Form 10-KSB, Form 10-QSB and Form 8-K reports to the SEC. This
      discussion is provided as permitted by the Private Securities Litigation Reform
      Act of 1995.





Information
      regarding market and industry statistics contained in this Report is included
      based on information available to the Company which it believes is accurate.
      The
      Company has not reviewed or included data from all sources, and cannot assure
      stockholders of the accuracy or completeness of the data included in this
      Report. Forecasts and other forward-looking information obtained from these
      sources are subject to the same qualifications and the additional uncertainties
      accompanying any estimates of future market size, revenue and market acceptance
      of products and services.




-2-


**PART
      I**





**Item
      1.**  **Description
      of Business**





The
      Company’s Background





MedLink
      International Inc. is a Delaware corporation that was incorporated in Minnesota
      in 1977 as Ionics Controls, Inc. and changed its domicile to Delaware in October
      of 2005. Our Class A common stock trades on the Over-the Counter Bulletin Board
      under the symbol “MLKNA” and our Class B common stock trades on the Frankfurt
      Stock Exchange under the symbol WM6B





We
      changed our name from Western Media Group Corporation to MedLink International,
      Inc. in October 2005. The change was made in connection with the merger into
      MedLink International, Inc. Delaware Corporation in October 2005. We formed
      MedLink International, Inc. in connection with the Annual Shareholder meeting
      held October 24th, 2005 to properly identify the Company’s main product
      offerings with that of the parent company.




Our
      principal executive offices are located at 11 Oval Drive, Suite 200B, Islandia,
      NY 11749 and our telephone number is (631) 342-8800. The Company’s web site
      address is www.medlinkus.com.





Our
      Business




The
      Company is in the business of selling, implementing and supporting software
      solutions and hardware that give healthcare providers 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. MedLink offer
      its
      services as stand-alone, combined or enterprise-wide systems. The Company’s
      flagship product the *MedLink
      TotalOffice EHR* *®* ** software
      enables physicians to utilize one solution to handle all of their practice
      management needs from scheduling, to practice management, to medical billing
      in
      an all in one user friendly application.





The
      majority of MedLink’s business operations are carried out by MedLink
      International, Inc. and its flagship products the MedLink VPN and MedLink EHR.
      The MedLink VPN incorporates several third party applications from its partners,
      including Kodak, LabTest, WiredMD, E-Copy, American Medical Association (AMA),
      Emdeon, Quest Diagnostics, I-Plexus, and SnapGear. The Company also provides
      MedLink TV, medical billing, messaging, video teleconferencing, document
      management and advertising services to the health care community.





**MedLink
      Solutions & Services**




**MedLink
      EHR**




MedLink *TotalOffice* integrates scheduling, patient registration, billing, document management,
        messaging, encounter notes, e-Prescribing and e-Labs into one practice
        management solution. MedLink *TotalOffice* contains
        all patients’ demographic information, including notes, appointments, lab
        results, history of visits, as well as all insurance and financial information. *TotalOffice* centralizes your patient medical records and streamlines the diagnostic and
        treatment processes while allowing you to manage patient’s insurance and
        co-payment information and establish a simple workflow for generating and
        submitting accurate bills, dramatically reducing insurance company
        rejections.
 
 *Scheduling*
 ·
              Easy
                  to use
 ·
              Color
                  Coding Appointments easy
                to track status of patients from
                check in to check out
 ·
              Adjustable
                  time slots mirror the
                way you work today.
 ·
              Remote
                  Access......able to review schedule day and
                  night
 ·
              Integrated
                  with patient records....less chart
                  pulls
 ·
              Integrates
                  multiple physicians at multiple locations.....see schedule for all
                  locations.....coordinate schedules for all
                  locations
 ·
              Ability
                  to set physicians schedule........eliminates scheduling
                  conflicts
 ·
              Efficiency
                  = More Patient Visits = $$$$
 
 *Patient
        Registration & Demographics*
 ·
              All
                  demographic information captured
                on single screen
 ·
              Easily
                  scan all pertinent documents including
                insurance card, right from registration
                screen
 ·
              Collect
                  all insurance information, including
                  co-pays
 ·
              Take
                  picture of patient
 ·
              Create
                  contact list
  -3-
 *Patient
        Chart*
 ·
              Easy
                  entry of all vitals and patient
                  histories
 ·
              Record
                  of all Visits and Frequent
                  complaints
 ·
              Allergies
                  and Alerts
 ·
              Immunization
                  records.......includes common schedules
 ·
              History
                  of Laboratory results
 ·
              Create
                  Care Plans for chronic illnesses
 
 *Encounter
        Notes & Templates*
 ·
              Easily
                  create your own templates to mirror the way you currently work
                  and
                  eliminate repetitive tasks
 ·
              Simple
                  point and click entry
 ·
              Hundreds
                  of existing templates to choose
                  from
 ·
              Incorporate
                  all patient information into final
                  note
 
 *Billing*
 ·
              One
                  interface for managing claims
 from
        start to finish
 ·
              EOB’s
                  can be entered quickly and easily
 ·
              Accounts
                  receivables can be managed
 for
        optimal recovery
 ·
              Coding
                  can be done at point of care, or post
                  visit
 ·
              Updated
                  CPT database
 ·
              Commonly
                  used code list improves speed and
                  efficiency
 ·
              Completely
                  integrated with EHR.......no duplicate
                  entry
 ·
              Complete
                  tracking tools and reporting
 ·
              Partnership
                  with billing clearinghouses allows for electronic
                  submission
 
 *Document
        Management*
 ·
              Capture,
                  manage & share documents with the touch of a
                  button
 ·
              Patient
                  records are filed directly into their EHR for easy
                  retrieval
 ·
              Provides
                  the easiest, most inexpensive way to bridge the gap and move to
                  a fully
                  integrated, completely paperless electronic health record.
 
 *e-Prescribing*
 ·
              Create
                  prescriptions quickly and easily
 ·
              Improves
                  patient safety
 ·
              Reduce
                  adverse drug interactions
 ·
              Ensure
                  correct dosages
 ·
              Improve
                  formulary compliance
 
 *e-Labs*
 ·
              Organize
                  hospital and laboratory reports electronically in a single location
 ·
              Receive
                  on-screen notification of unviewed reports, including alerts for
                  abnormal
                  reports that are out of range
 ·
              Save
                  lab reports as part of Patient Record, for easy viewing and retrieval
 ·
              Streamline
                  reports delivery to a single manageable process
 ·
              Access
                  reports securely from any internet connection
 ·
              Securely
                  forward patient’s lab reports to affiliated
                  physicians
 
 *Reporting*
 ·
              Billing
                  Reports (A/R, aging, by payor,
                  etc...)
 ·
              Patient
                  Statements
 ·
              Patient
                  Lists
 
 *Secure
        Messaging*
 ·
              Secure
                  messaging system for internal and external
                  email
 ·
              HIPAA
                  Compliant communication
 ·
              Notifies
                  you of prescription renewal requests and pending lab
                  results
 
 *Remote
        Access*
 ·
              MedLink
                  EHR is fully accessible form any site with internet access, using
                  the
                  HIPPA compliant MedLink Virtual Private
                  Network
 
 *Disaster
        Recovery*
 ·
              All
                  records are backed up in our secure data facility (see more information
                  below)
 -4-
 Training
        and Ongoing Support
 
 MedLink
        believes in the “evolutionary” approach to implementing EHR, whereby we create a
        roadmap for practices to help them achieve their goals with regard to Electronic
        Health Records, e-Prescribing, Document Management, HIPAA Compliance,
        etc........while minimizing or even eliminating any disturbance to the normal
        workflow within the office. We offer simple, easy to use tools which can
        dramatically improve efficiency within many practices, while ultimately allowing
        physicians to generate more revenue and cut costs By supplying continuing
        education and on site training, as well as real time support, we are able
        to
        assist practices in adopting these very valuable tools, at a pace that is
        comfortable for both physician & staff.
 
 Dollars
        & Sense
 
 •
              *Minimize
                  the cost of maintaining records and storing patient charts and
                  files*
 •
              *Reduce
                  the number of staff members required to support traditional paper
                  medical
                  record activities*
 •
              *Decrease
                  spending on supplies, courier services and physical
                  space*
 •
              *Improve
                  reimbursement via access to a complete medical record, more detailed
                  documentation*
 •
              *Increase
                  cash recovery via faster access to medical records and more comprehensive
                  accounts receivable tools*
 •
              *Accelerate
                  the claims and accounts receivable
                  processes*
 •
              *Reduce
                  the costs of HIPAA compliance*
 •
              *Minimizes
                  resources required for order entry and report handling*
 •
              *Eliminates
                  work that has to be redone due to inaccurate insurance, test codes,
                  etc.,
                  on orders*
 •
              *Collects
                  information required for secondary and tertiary insurance coverage,
                  and
                  provides easy tools for crossover and rebill*
 This
        process is unique to the MedLink EHR and is made possible by the MedLink
        VPN.
        Once a physician's affiliates are connected to the MedLink VPN, an affiliate
        network group is created and interfaced with the MedLink EHR. This allows
        data
        from those networks to be pulled into one application.




The
      MedLink EHR automates the collection and management of clinical data, allowing
      physician practice groups to enter, organize, and effectively utilize secure
      patient chart information at the point of care. The MedLink EHR solutions also
      streamline practice-wide clinical workflow and communication and help physicians
      manage lab orders, prescriptions, radiology images and reports and other data.
      The MedLink EHR can improve healthcare quality and reduce costs by preventing
      medical errors, reducing paperwork and reducing administrative inefficiencies;
      and automates administrative workflow, including scheduling, patient billing
      and
      collection and claims management. The MedLink EHR improves the efficiency of
      operations within a physician practice, particularly the financial aspects
      of
      the practice related to billing and reimbursement.




The
      primary care doctor utilizes MedLink EHR to gather and update the data on his
      or
      her patients. Each time that MedLink EHR is accessed through the secure MedLink
      VPN it synchronizes with a master database that is tied into all affiliates
      of
      the primary care doctor and then updates the data on the primary care doctor’s
      local database. According to physicians, this process will save a tremendous
      amount of time and enable access to data that previously could have taken up
      to
      several weeks to collect. The MedLink EHR does this all in a matter of minutes.




The
      MedLink EHR gives the primary care physician control over patient records.
      MedLink EHR enables the primary provider to easily manage the process of
      creating, maintaining and adding to patient Electronic Health
      Records.





**MedLink
      Virtual Private Network (VPN)**





The
      MedLink Virtual Private Network (“MedLink VPN”) allows subscribing doctors to
      securely communicate with other physicians and remotely access and retrieve
      patient records, lab results, X-Rays, CAT Scans and other Personal Health
      Information (PHI). The MedLink VPN provides data security compliant with Title
      II, Part C of the Health Insurance Portability and Accountability Act of 1996
      (“HIPAA”), and a system for secure delivery of radiological images, allowing for
      the delivery of radiological images without film. MedLink proprietary PACS
      viewer also allows for manipulation of radiological images. The MedLink VPN
      offers the highest level of security available in the Health Information
      Technology (“HIT”) industry. Utilizing the MedLink VPN, different networks in
      different locations can be tied into a single private network. Software
      applications can be centralized and made available to certain users and not
      others depending on your security protocols. Essentially, the MedLink VPN allows
      you to customize public and private areas within your organization. The MedLink
      VPN also incorporates streaming video technology, allowing for remote viewing
      of
      procedures or delivery of continuing education or training materials by a
      hospital to its doctors and staff, and communications software allowing for
      secure messaging among hospital personnel.





**MedLink
      EHR Lite**




The
      MedLink EHR Lite works in conjunction with the MedLink EHR for referring
      physicians to view radiology reports and images, submit and receive lab results
      and to prescribe medications electronically.  The referring physicians of
      Radiology Centers and Labarotories affiliated with MedLink will utilize the
      MedLink EHR Lite free of charge to view current and past reports on their
      patients enabling them to generate a more accurate electronic health record
      of
      their patients as well as the ability to e-precribe medications for those
      patients. The seamless integration into a patient's electronic health
      record is unique to MedLink and MedLink hopes to make the process the
      standard moving forward for the delivery of reports and images from radiology
      centers.  The MedLink EHR Lite will help to speed the diagnostic
      process and significantly reduce patient wait times.




MedLink
      utilizes a Lite version of the MedLink EHR, which includes the following
      features to referring physicians of Radiology Centers and Labs affiliated with
      MedLink. The free features include: scheduler, patient demographics, messaging
      center and radiology reports and associated images, e-prescription, and lab
      ordering and electronic lab results. With less than 15% of american physicians
      utilizing EHR technology, the MedLink EHR Lite version alleviates a lot of
      the
      data entry associated with implementing an EHR system whereby patient
      demographics are automatically derived from the radiology centers information
      system.





-5-




The
      MedLink EHR Lite version, which is provided free to eligible physicians,
      currently more than 80,000, will display pharmaceutical and other relevant
      advertising on the log-in and home page of the application. This offers
      advertisers a unique opportunity to reach a specific demographic for their
      advertising content directly on the physician’s desktop, as well as an
      additional revenue stream for the Company.





MedLink
      will offer its full suite of MedLink EHR products, such as the MedLink
      DocManager, MedLink Billing, Notes and other related services that start at
      $299/month per practice to the MedLink EHR Lite users.




**MedLink
      DocManager**




MedLink
      DocManager is completely integrated with the MedLink EHR which allows physicians
      to capture, manage and share documents with the touch of a button. MedLink
      DocManager is scalable to all levels of use from a single physician's office
      to
      a large hospital. It helps eliminate hours spent filing and retrieving, as
      well
      as the cost of copying, storing and shipping records. MedLink DocManager
      utilizes bar code technology to seamlessly attach the scanned documents to
      a
      patient's medical record.




**MedLink
      Billing**




MedLink
      Billing is a proprietary medical billing software solution for the medical
      community that works seamlessly with the practice management tools of the
      MedLink EHR with seamless transmission of data from one solution to the
      other.  MedLink Billing in conjunction with its partners Emdeon and
      I-Plexus allows for the physicians to electronically submit claims to
      payors and receive associated reports.




MedLink
      Billing is a complete claims management solution, which assists a physician
      in
      managing its patients' insurance and co-pay information while establishing
      a
      simple work flow for generating and submitting more accurate bills. This
      software enables the physician to reduce insurance company rejections and speed
      up the collection of the accounts receivable of the physician's practice.




In
      addition, MedLink Billing allows MedLink to offer to medical practices one
      solution to help manage their business. The application which runs locally,
      utilizes the HIPAA security measures afforded by the MedLink VPN, and is fully
      integrated with all other functions to prevent having to enter the same data
      multiple times.




**MedLink
      TV**





In
      March
      of 2007, the Company announced the launch of MedLink TV with its strategic
      partner Dynatek Media. Whereby MedLink TV will deploy 40” LCD screens in the
      waiting rooms of medical offices and clinics. MedLink TV will comprise one
      of
      the foremost out-of-home broadcast networks reaching a captive audience of
      consumers.





In
      the
      past 6 months, the MedLink TV intiative has received endorsements from major
      medical socities including Texas Medical Association, New York County Medical
      Socities and a host of other county medical societies. The endorsement have
      been
      overwhelmingly positive with more request coming in daily than our current
      capacity to install. Currently there are just over 200 MedLink Tv installations
      in 7 seven states, with projections of 2,300 installations by the end of 2008,
      of which 1,800 will be in Texas.





-6-


MedLink
      TV offers advertisers a unique channel and innovative approach to reaching
      consumers, in the waiting rooms of physician’s offices and outpatient clinics,
      while they wait for medical visits and procedures. The network balances
      informational and advertising content with dynamically delivered, informative,
      educational and entertaining programming with a focus on health issues and
      well-being.





MedLink
      TV recently signed an advertising agency agreement with SeeSaw Networks, which
      is the largets national digital signage ad placement agency and received a
      letter of commitment from Omnicom, one of the largest advertising agencies
      in
      the world.





MedLink
      TV provides advertisers and specifically pharmaceutical companies with a captive
      audience of consumers, who are focused on health issues during the time they
      spend waiting for medical appointments. According to studies by Arbitron,
      Nielsen, and other market research companies, digitally delivered alternative
      media has been shown to have substantially higher recall rate than that of
      traditional media, such as print, radio, television and static
      billboards.




**Advertising**




MedLink
      will be offering a Lite version of the MedLink EHR to participating Radiology
      centers.  The goal is for the physicians to utilize the MedLink EHR to
      receive radiology reports and images, lab results and to write prescriptions
      electronically and become familiar and comfortable with the MedLink EHR and
      to
      eventually purchase a full version and other related services such as
      e-prescription and the MedLink DocManager.




The
      Lite
      version of the MedLink EHR will mirror the functionality of the full version
      but
      the physician will be locked out of key features until they become a paying
      subscriber.  While MedLink plans to convert many of the 40,000 physician
      offices into paying subscribers, full penetration is unrealistic.  For
      those Lite version users only, MedLink has partnered with DynaTek who
      specializes in supplying advertisement space to advertisement vendors such
      as
      pharmaceutical companies that aim to specifically target physician
      offices.




**MyMedLinkChart.com**
  Physicians
        are the key to helping patients create and manage their personal health records.
        That’s what we believe at MedLink International and that’s what makes our
        personal health record solution so different.......it encourages the sharing of
        information between doctor and patient with the goal of, what the American
        College of Physicians and the American Academy of Family Physicians have
        called
        a collaborative effort in bringing Patient Health Records, Electronic Medical
        Records and other technologies into the office to support an ongoing
        patient-physician relationship.
  The
        Department of Health & Human Services encourages the use of Personal Health
        Records (PHRs): *"Once
        equipped with the information about their health and health care choices,
        consumers will be empowered to co-manage their health and participate actively
        in decisions about their care."*
  Personal
        health record systems are more than just  static
        repositories for patient data; they combine data, knowledge,  and
        software tools, which help patients to become active participants  in
        their
        own care.
 
 When
        PHRs are integrated with a physician’s electronic  health
        record systems, they provide far greater benefits than stand-alone systems
        for
        consumers.
 
 Some
        of
        the benefits of Personal Health Records are:
  ·
              **Improved
                  Quality of Care.**Patient information would be readily available for clinicians at
                  the point
                  of care and would help patients improve their own care.
  ·
              **Improved
                  patient-provider relationships.**PHRs improve communication between patients and clinicians, allow
                  documentation of interactions with patients and convey timely explanations
                  of test results.
  ·
              **Cost
                  savings.**Improved documentation and more efficient exchanges of information
                  between
                  doctor and patient can reduce operating costs as well as malpractice
                  premiums


Recent
      Business Developments





In
      2007,
      MedLink initiated a marketing plan to acquire endorsements from large medical
      socities to present MedLink’s products and services to their members. The
      response to this initiative has been overwhelming with current endorsements
      including: The Texas Medical Association, The New York County Medical Society,
      The Bronx Medical Society, The County of Queens Medical Society and the Suffolk
      Medical Society. The Company is currently in discussions with numerous county
      societies and 3 other large state socities.





The
      MedLink Remote PACS has been installed in just over 50 radiology centers in
      California, New York, New Jersey and Florida. MedLink is actively approaching
      other Radiology Centers in the U.S. and expects to have more than 200 radiology
      centers across the U.S. utilizing the MedLink EHR Lite version to deliver their
      radiology reports and images to their referring physician base and MedLink
      has
      recently added the ability fo these physicians to also utilzwe the MedLink
      EHR
      lite version to also e-prescivbe as well as order and receive lab test results
      electronically. Currently the referring physician base that can utilize the
      MedLink EHR Lite version to access their reports, images and lab tests is a
      little more than 80,000, representing nearly 20% of all U.S. based physicians.
      The Company is expanding its installation team to accommodate the requests
      for
      installations.





MedLink
      will actively market the users of the MedLink EHR Lite version to upgrade to
      the
      full version or parts thereof. Such as billing, practice management, and
      document management. MedLink’s sales force will also actively market to these
      physicians the MedLink TV and plans to have more than 2,000 installations by
      the
      end of 2008. The Company projects that advertising revenue from the 2,000
      screens will net the Company over $1 million a month and is shifting a lot
      of
      its attention to more of an ad revenue approach in addition to sales of the
      MedLink EHR and related services. Both SeeSaw Networks and Omnicom have enetered
      into agreements or letters of commitment to sell ad spece on MedLink
      TV.


-7-




The
      Market for MedLink Products and Services





MedLink
      believes that the market for its products and services consist of small and
      medium size medical practices that are looking to reduce their communication
      costs and increase employee efficiency, however the MedLink EHR is scalable
      for
      larger clinics but the company intends to focus on the aforementioned practices.
      MedLink believes that the best way to market to these doctors is by establishing
      a relationship with medical socities, Labs and radiology centers they are
      affiliated with, as it has done this with Doshi Diagnostic, Signet Diagnostic,
      New Island Hospital, UCLA, Miracle Mile Medical Center, numerous Labs, other
      radiology centers, and state socities such as the Texas Medical Association
      and
      New York County..





Currently,
      to the extent that MedLink has engaged in any marketing activities, it has
      focused solely on small to medium sized practices , primarily that are
      affiliated with its Partners.





***The
      Healthcare and Healthcare IT Industry***





There
      are
      several trends that MedLink believes create a positive market environment for
      HIT.


Healthcare
      spending continues to expand. The nonpartisan Congressional Budget Office
      projects that, if left unchecked, total spending on healthcare in the United
      States would rise from 16 percent of the gross national product in 2007 to
      25 percent in 2025. HIT is one of the few answers. A study by RAND Corp.
      published in October 2005 found that widespread adoption of HIT could cut
      the total cost of healthcare by about 10 percent.





Another
      factor we believe is favorable for the HIT industry in the United States is
      the
      continued focus by Centers for Medicare and Medicaid Services (CMS) and
      other payers on linking medical care payments to quality and safety, an approach
      commonly referred to as “pay for performance.” Some pay for performance plans
      offer additional reimbursement for healthcare providers that can demonstrate
      high levels of quality and safety. Based on CMS’ final rule for changes to the
      2008 inpatient prospective payment system (IPPS), there will also be instances
      where providers are not paid for treatment of conditions acquired while in
      the
      hospital if the condition is deemed reasonably preventable through the
      application of evidence-based guidelines. This change, effective in October
      2008, is positive for the HIT industry because ensuring compliance with
      evidence-based guidelines is easier for organizations with an HIT system.
      Additionally, an expected increase in the number of Diagnosis-Related Groups
      (DRGs) that are used to determine how much providers are reimbursed for
      providing care will also contribute to the need for HIT systems that can be
      used
      to more efficiently and accurately document and accurately submit care for
      reimbursement.





As
      the
      United States enters the 2008 presidential election year, rising costs and
      varying quality have solidified healthcare as a tier-one issue. Presidential
      candidates in both parties favor using HIT to create efficiencies in the system
      and address the underlying issue of chronic illness.





Increasing
      healthcare spending and challenges in the quality and efficiencies of care
      are
      not isolated to the United States. Most other countries are experiencing similar
      trends, a fact that creates a favorable environment internationally for HIT
      solutions and related services.





Reflective
      of these favorable national and global trends, the HIT market remains very
      competitive. The market could be impacted by factors such as changes in
      reimbursement rates to hospitals and physicians, a slowdown in adoption of
      HIT
      and changes in the political, economic and regulatory environment.




The
      Bush
      administration has mandated that all physicians utilize electronic health
      records by 2014. There are currently over 600,000 physicians in the U.S. and
      only fifteen percent (15%) of them have employed electronic health records
      for
      their practice. This creates a tremendous opportunity and Medlink is
      addressing this $28 billion dollar market with its innovative,
      cost-effective technology that will be in major demand by medical professionals,
      a market which is expected to grow aggressively in years to come.




-8-


The Health
      Information Technology (HIT) marketplace remains strong. Domestically, the
      overall financial condition of hospitals remains solid, and there continues
      to
      be incentive for them to purchase health information technology to address
      safety, quality, and efficiency needs. With annual HIT spending in the United
      States of $1.9 trillion, or 16 percent of the gross domestic product, there
      is
      still broad bipartisan support of HIT, with several pieces of pending
      legislation containing provisions that encourage both hospitals and physician
      practices to adopt HIT. Globally, there continues to be a high level of interest
      in HIT at the country-wide and regional levels that is driven by similar
      safety, quality, and efficiency needs as those driving demand in the United
      States





In
      a
      report published by IDC’s Health Industry Insights, the research and advisory
      firm forecasts total information technology (IT) spending for the electronic
      health record (EHR) market in the United States to increase to $4.8 billion
      in
      2015. The study reveals a compounded annual growth rate (CAGR) of 15.8% in
      the
      EHR market over the next ten years, with current spending in that market
      estimated at $1.1 billion in 2005.





*Policy
      Reforms*


The
      federal government is currently using its position as the nation’s leading
      purchaser of healthcare products and services to promote HIT use. For example,
      CMS and the Office of the Inspector General (OIG) are allowing acute care
      organizations to help provide referring physicians with hardware, software,
      training and support necessary to implement e-prescribing or interoperable
      electronic medical record systems.





To
      increase the availability of healthcare pricing information, CMS posts
      information on what Medicare will pay for 30 common elective procedures and
      other hospital admissions. We believe this focus on transparency could incent
      healthcare organizations to use technology to improve safety and efficiency.





*Private
      Sector Approaches*


Healthcare
      costs are a significant issue for employers as well. According to the Journal
      of
      Occupational and Environmental Medicine, productivity losses related to personal
      and family health problems cost U.S. employers $1,685 per employee per year
      or
      about $226 billion annually. The cost of health insurance rose
      7.7 percent in 2006, much higher than the overall rate of inflation (3.5
      percent) or the increase in workers’ earnings (3.8 percent).


Faced
      with these costs, some large employers have become advocates of HIT. For
      example, Applied Materials, Inc., BP America, Inc., Cardinal Health, Inc.,
      Intel
      Corporation, Pitney Bowes, Inc. and Wal-Mart Stores, Inc. founded an initiative
      in 2006 focused on creating personal health records for their employees. We
      believe this type of employer activism is a positive for the HIT industry as
      it
      supports wider-spread adoption of electronic medical records.




Competition





The
      market for HIT solutions and services is intensely competitive, rapidly evolving
      and subject to rapid technological change. The Company’s principal existing
      competitors include: Cerner Corporation, Eclipsys Corporation, Epic Systems
      Corporation, GE Healthcare Technologies, iSoft Corporation, McKesson
      Corporation, Medical Information Technology, Inc. (“Meditech”), Misys Healthcare
      Systems and Siemens Medical Solutions Health Services Corporation, each of
      which
      offers a suite of software solutions and services that compete with many of
      the
      Company’s software solutions and services. Other competitors focus on only a
      portion of the market that MedLink addresses. For example, competitors such
      as
      Allscripts Healthcare Solutions, Inc., Quality Systems, Inc. and Emdeon
      Corporation offer solutions to the physician practice market but do not
      currently have a significant presence in the health systems and independent
      hospital market. In addition, the Company expects that major software
      information systems companies, large information technology consulting service
      providers, system integrators, managed care companies and others specializing
      in
      the healthcare industry may offer competitive software solutions or services.
      The pace of change in the HIT market is rapid and there are frequent new
      software solution introductions, software solution enhancements and evolving
      industry standards and requirements. The Company believes that the principal
      competitive factors in this market include the breadth and quality of system
      and
      software solution offerings, the stability of the information systems provider,
      the features and capabilities of the information systems, the ongoing support
      for the system and the potential for enhancements and future compatible software
      solutions. Substantially all of the Company’s competitors have greater financial
      and personnel resources than the Company, which could adversely affect the
      Company’s ability to compete with these entities.





-9-


Customer
      Dependence





MedLink
      is in the early stages of its business development and is solely dependent
      on a
      few major customers. MedLink believes that its future success will be dependent
      on it developing relationships with medical societies, labs and radiology
      centers for access to their doctors. Without these relationships, MedLink’s
      business is unlikely to succeed.





Intellectual
      Property





MedLink
      International, Inc. has trademarked the name MedLink VPN, MedLink EHR, and
      MedLink TV. Other than these trademarks, MedLink does not have any intellectual
      property.





Research
      & Development





MedLink
      in 2006 committed heavily towards research and development, the majority of
      which was spent on development of the MedLink EHR. The Company intends to
      increase its research and development activities in 2008 to continue
      enhancements on the MedLink EHR to keep up with the ever changing 2007 HIT
      market by opening an R&D and customer support center in Hyderabad, India
      which is expected to be fully operational by May.





Government
      Regulation





The
      only
      significant government regulation affecting MedLink’s business is HIPAA. HIPAA
      required the U.S. Department of Health and Human Services to establish national
      standards for electronic health care transactions and national identifiers
      for
      providers, health plans, and employers. It also addresses the security and
      privacy of health data. The goal of the standards adopted is to improve the
      efficiency and effectiveness of the nation's healthcare system by encouraging
      the widespread use of electronic data interchange in healthcare, while
      protecting that information with a secure environment. These standards have
      been
      promulgated and must be followed by persons and companies which transmit health
      data.





MedLink
      believes that its current products and services are HIPAA compliant and that
      its
      future products and services will be HIPAA compliant because it utilizes
      third-party solutions from SnapGear, which it believes to be fully secure and
      HIPAA compliant. However, MedLink has not received any independent conformation
      of such compliance. In the event that it is found not to be HIPAA complaint,
      we
      may be subject to lawsuits and regulatory liabilities and we would be unable
      to
      provide services in the medical community.





Employees




As
      of the
      date of this report, MedLink has 29 full time employees.





Potential
      Future Acquisitions by the Company





The
      Company may seek, investigate, and if warranted, acquire interests in companies
      in exchange for debt, equity, cash or a combination thereof. While the Company
      currently intends to search for businesses that have synergies with MedLink,
      the
      Company may not restrict its search for a business opportunity to any particular
      industry or geographical area and may, therefore, engage in essentially any
      business in any industry. The Company has unrestricted discretion in seeking
      and
      participating in a business opportunity, subject to the availability of such
      opportunities, economic conditions and other factors.





-10-


The
      selection of a business opportunity in which to participate is complex and
      extremely risky and will be made by management in the exercise of its business
      judgment. There is no assurance that the Company will be able to identify and
      acquire any business opportunity which will ultimately prove to be beneficial
      to
      the Company and its shareholders.





The
      activities of the Company are subject to several significant risks which arise
      primarily as a result of the fact that the Company may acquire or participate
      in
      a business opportunity based on the decision of management which will, in all
      probability, act without the consent, vote, or approval of the Company’s
      shareholders.





Business
      opportunities may be available to the Company from various sources, including
      its officers and directors, consultants, professional advisers, securities
      broker-dealers, venture capitalists, members of the financial community, and
      others who may present unsolicited proposals. The Company will seek a potential
      business opportunity from all known sources, but will rely principally on
      personal contacts of its officers, directors and consultants as well as indirect
      associations between them and other business and professional
      people.





Although
      the Company does not anticipate engaging professional firms specializing in
      business acquisitions or reorganizations, if management deems it in the best
      interests of the Company, such firms may be retained. The Company may also
      publish notices or advertisements seeking a potential business opportunity
      in
      financial or trade publications.





The
      Company may acquire a business opportunity or enter into a business in any
      industry and in any stage of development. The Company may enter into a business
      or opportunity involving a start-up or new company. The Company may acquire
      a
      business opportunity in various stages of its operation.




In
      analyzing prospective business opportunities, management will consider such
      matters as synergies with the Company’s existing businesses, available Company
      technical, financial and managerial resources, working capital and other
      financial requirements, history of operations, if any, prospects for the future,
      the nature of present and expected competition, the quality and experience
      of
      management services which may be available and the depth of the management,
      the
      need for further research, development or exploration, the potential for growth
      and expansion, the potential for profit, the perceived public recognition or
      acceptance of products, services, trade or service marks, name identification
      and other relevant factors.





Generally,
      the Company will analyze all available facts and circumstances and make a
      determination based upon a composite of available facts, without reliance upon
      any single factor as controlling.




Methods
      of Participation of Acquisition





Specific
      business opportunities will be reviewed and, on the basis of that review, the
      legal structure or method of participation deemed by management to be suitable
      will be selected. Such structures and methods may include, but are not limited
      to, leases, purchase and sale agreements, licenses, joint ventures, other
      contractual arrangements, and may involve a reorganization, merger or
      consolidation transaction. The Company may act directly or indirectly through
      an
      interest in a partnership, corporation, or other form of
      organization.





Procedures





As
      part
      of the Company's investigation of business opportunities, officers and directors
      may meet personally with management and key personnel of the firm sponsoring
      the
      business opportunity, visit and inspect material facilities, obtain independent
      analysis or verification of certain information provided, check references
      of
      management and key personnel, and undertake other reasonable
      procedures.





-11-


The
      Company will generally request that it be provided with written materials
      regarding the business opportunity containing such items as a description of
      product, service and company history, management resumes, financial information,
      available projections with related assumptions upon which they are based, an
      explanation of proprietary products and services, evidence of existing patents,
      trademarks or service marks or rights thereto, present and proposed forms of
      compensation to management, a description of transactions between the
      prospective entity and its affiliates, relevant analysis of risks and
      competitive conditions, a financial plan of operation and estimated capital
      requirements, and other information deemed relevant. The Company may not be
      able
      to obtain audited financial statements prior to the closing of a transaction
      and
      therefore, the actual financial state of a business opportunity may be different
      than represented. However, the Company will endeavor to obtain audited financial
      statements prior to the closing of any transaction as well as contractual
      protection against any material changes not reflected in unaudited financial
      statements. The Company also will insure that if an acquired company would
      be
      considered to be a significant subsidiary of the Company, the audited financial
      statements of the acquired company that are required to be filed by the Company
      with the Securities and Exchange Commission in connection with such acquisition
      will be available for timely filing.




**Risk
      Factors**




You
      should carefully consider the risks and uncertainties described below and other
      information in this report. These are not the only risks and uncertainties
      that
      we face. Additional risks and uncertainties that we do not currently know about
      or that we currently believe are immaterial may also harm our business
      operations. If any of these risks or uncertainties occurs, it could have a
      material adverse effect on our business.





Investment
      Considerations and Risk Factors





THE
      COMPANY HAS A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR CURRENT
      PROSPECTS





The
      Company was incorporated in July, 1977. The businesses the Company previously
      operated were liquidated in the late 1980s and early 1990s. The Company became
      a
      corporate shell in 1991 and remained a corporate shell through October 31,
      2000.
      On October 31, the Company acquired KRAD. KRAD began doing business in February,
      2000 and, to date, has had limited revenues. On January 1, 2002, the Company
      acquired MedLink, which also had had limited revenues to date. In May of 2007,
      the company acquired majority control of Anywhere MD, Inc. and acquired all
      the
      assets of Anywhere MD on Dec 31, 2007. Other than the acquisitions of K-Rad,
      MedLink, and Anywhere MD our activities have been very limited.





THE
      COMPANY MAY HAVE OUTSTANDING LIABILITIES ABOUT WHICH OUR PRESENT MANAGEMENT
      IS
      UNAWARE





Until
      1991, the Company operated in several business lines through at least five
      different subsidiaries. The Company’s records are not complete with respect to
      all transactions between 1977 and 1991, and very few corporate records exist
      for
      the period 1992 through 1999. The Company understands that during the period
      1992 - October, 2000, the Company was dormant and did not engage in any business
      activity. While the Company does not believe any material liabilities exist,
      it
      is possible such liabilities do exist. For example, there may be presently
      unknown obligations by the Company to pay monies, issue stock or perform
      specific actions under a contract. While the Company does not believe any such
      liabilities exist, the incomplete record of transactions makes assurance that
      none exist impossible.





THE
      HEALTHCARE IS HIGHLY REGULATED AND IS SUBJECT TO CHANGE AND THE COMPANY’S
      FAILURE TO COMPLY WITH NEW OR EXISTING REGULATIONS COULD ADVERSELY AFFECT ITS
      ABILITY TO OPERATE IN THEIR TARGETED INDUSTRY





The
      healthcare industry is highly regulated and is subject to changing political,
      economic and regulatory influences. For example, the Balanced Budget Act of
      1997
      (Public Law 105-32) contained significant changes to Medicare and Medicaid
      and
      had an impact for several years on healthcare providers’ ability to invest in
      capital intensive systems. In addition, the Health Insurance Portability and
      Accountability Act of 1996 (HIPAA) is having a direct impact on the
      healthcare industry by requiring identifiers and standardized transactions/code
      sets and necessary security and privacy measures in order to ensure the
      protection of patient health information. These factors affect the purchasing
      practices and operation of healthcare organizations. Federal and state
      legislatures have periodically considered programs to reform or amend the U.S.
      healthcare system at both the federal and state level and to change healthcare
      financing and reimbursement systems. These programs may contain proposals to
      increase governmental involvement in healthcare, lower reimbursement rates
      or
      otherwise change the environment in which healthcare industry participants
      operate. Healthcare industry participants may respond by reducing their
      investments or postponing investment decisions, including investments in the
      Company’s software solutions and services.


-12-


Many
      healthcare providers are consolidating to create integrated healthcare delivery
      systems with greater market power. These providers may try to use their market
      power to negotiate price reductions for the Company’s software solutions and
      services. As the healthcare industry consolidates, the Company’s client base
      could be eroded, competition for clients could become more intense and the
      importance of acquiring each client becomes greater.




THE
      HEALTHCARE INDUSTRY IS HIGHLY REGULATED AND ANY FAILURE BY THE COMPANY TO COMPLY
      WITH SUCH GOVERNMENTAL REGULATIONS COULD ADVERSELY AFFECT ITS ABILITY TO
      CONTINUE TO OPERATE IN THE HEALTHCARE INDUSTRY.





The
      healthcare industry is highly regulated at the local, state and federal level.
      Consequently, the Company may be subject to such regulations, which include
      regulation in the areas of healthcare fraud, medical devices and the security
      and privacy of patient data, and the risk of changes in the various local,
      state
      and federal laws.





*Healthcare
      Fraud.* The
      federal government continues to strengthen its position and scrutiny over
      practices involving healthcare fraud affecting healthcare providers whose
      services are reimbursed by Medicare, Medicaid and other government healthcare
      programs. Healthcare providers who are clients of the Company are subject to
      laws and regulations on fraud and abuse which, among other things, prohibit
      the
      direct or indirect payment or receipt of any remuneration for patient referrals,
      or arranging for or recommending referrals or other business paid for in whole
      or in part by these federal or state healthcare programs. Legislative provisions
      relating to healthcare fraud and abuse give federal enforcement personnel
      substantial funding, powers and remedies to pursue suspected fraud and abuse.
      The effect of this government regulation of the Company’s clients is difficult
      to predict. While the Company believes that it is in substantial compliance
      with
      any applicable laws, many of the regulations applicable to the Company’s clients
      and that may be applicable to the Company, are vague or indefinite and have
      not
      been interpreted by the courts. They may be interpreted or applied by a
      prosecutorial, regulatory or judicial authority in a manner that could require
      the Company’s clients to make changes in their operations or the way that they
      deal with the Company. If such laws and regulations are determined to be
      applicable to the Company and if the Company fails to comply with any applicable
      laws and regulations, it could be subject to sanctions or liability, including
      exclusion from government health programs and could have a material adverse
      effect on the Company’s business, results of operations or financial condition.





*Security
      and Privacy of Patient Information.* State
      and
      federal laws regulate the confidentiality of patient records and the
      circumstances under which those records may be released. These regulations
      govern both the disclosure and use of confidential patient medical record
      information and require the users of such information to implement specified
      security measures. Regulations currently in place governing electronic health
      data transmissions continue to evolve and are often unclear and difficult to
      apply.





The
      Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) requires
      national standards for some types of electronic health information transactions
      and the data elements used in those transactions, security standards to ensure
      the integrity and confidentiality of health information and standards to protect
      the privacy of individually identifiable health information. Covered entities
      under HIPAA, which include healthcare organizations such as the Company’s
      clients, were required to comply with the privacy standards by April 2003,
      the transaction regulations by October 2003 and security regulations by
      April 2005.





-13-


The
      effect of HIPAA on the Company’s business is difficult to predict, and there can
      be no assurances that the Company will adequately address the business risks
      created by HIPAA and its implementation, or that the Company will be able to
      take advantage of any resulting business opportunities. Furthermore, the Company
      is unable to predict what changes to HIPAA, or the regulations issued pursuant
      to HIPAA, might be made in the future or how those changes could affect the
      Company’s business or the costs of compliance with HIPAA. Evolving HIPAA-related
      laws or regulations could restrict the ability of the Company’s clients to
      obtain, use or disseminate patient information. This could adversely affect
      demand for the Company’s solutions if they are not re-designed in a timely
      manner in order to meet the requirements of any new regulations that seek to
      protect the privacy and security of patient data or enable the Company’s clients
      to execute new or modified healthcare transactions. The Company may need to
      expend additional capital, research and development and other resources to
      modify its solutions to address these evolving data security and privacy issues.





MedLink
      is required to comply with HIPAA. While it has taken steps to do so, it has
      not
      sought independent verification of such compliance. If MedLink is found not
      to
      be in compliance with HIPAA, it may be subject to lawsuits from its clients,
      as
      well as regulatory liability which would materially adversely affect its
      operations and business.




**If
      physicians and hospitals do not accept our products and services, or delay
      in
      deciding whether to purchase our products and services, our business, financial
      condition and results of operations will be adversely affected.**




Our
      business model depends on our ability to sell our products and services.
      Acceptance of our products and services requires physicians and hospitals to
      adopt different behavior patterns and new methods of conducting business and
      exchanging information. We cannot assure you that physicians and hospitals
      will
      integrate our products and services into their workflow or that participants
      in
      the healthcare market will accept our products and services as a replacement
      for
      traditional methods of conducting healthcare transactions. Achieving market
      acceptance for our products and services will require substantial sales and
      marketing efforts and the expenditure of significant financial and other
      resources to create awareness and demand by participants in the healthcare
      industry. If we fail to achieve broad acceptance of our products and services
      by
      physicians, hospitals and other healthcare industry participants or if we fail
      to position our services as a preferred method for information management and
      pharmaceutical healthcare delivery, our business, financial condition and
      results of operations will be adversely affected.




**If
      we are unable to successfully integrate businesses we acquire, our ability
      to
      expand our product and service offerings and our customer base may be limited.**




In
      order
      to expand our product and service offerings and grow our business by reaching
      new customers, we may continue to acquire businesses that we believe are
      complementary. The successful integration of acquired businesses is critical
      to
      our success. Such acquisitions, involve numerous risks, including difficulties
      in the assimilation of the operations, services, products and personnel of
      the
      acquired company, the diversion of management’s attention from other business
      concerns, entry into markets in which we have little or no direct prior
      experience, the potential loss of the acquired company’s key employees and our
      inability to maintain the goodwill of the acquired businesses. If we fail to
      successfully integrate acquired businesses or fail to implement our business
      strategies with respect to these acquisitions, we may not be able to achieve
      projected results or support the amount of consideration paid for such acquired
      businesses.




The
      successful implementation of our acquisition strategy depends on our ability
      to
      identify suitable acquisition candidates, acquire companies on acceptable terms,
      integrate their operations and technology successfully with our own and maintain
      the goodwill of the acquired business. We are unable to predict whether or
      when
      any prospective acquisition candidate will become available or the likelihood
      that any acquisition will be completed. Moreover, in pursuing acquisition
      opportunities, we may compete for acquisition targets with other companies
      with
      similar growth strategies. Some of these competitors may be larger and have
      greater financial and other resources than we have. Competition for these
      acquisition targets could also result in increased prices of acquisition
      targets.




-14-


**Competition
      for our employees is intense, and we may not be able to attract and retain
      the
      highly skilled employees we need to support our business.**




*Our
      ability to provide high-quality services to our clients depends in large part
      upon our employees’ experience and expertise. We must attract and retain highly
      qualified personnel with a deep understanding of the healthcare and healthcare
      information technology industries. We compete with a number of companies for
      experienced personnel and many of these companies, including clients and
      competitors, have greater resources than we have and may be able to offer more
      attractive terms of employment. In addition, we invest significant time and
      expense in training our employees, which increases their value to clients and
      competitors who may seek to recruit them and increases the costs of replacing
      them. If we fail to retain our employees, the quality of our services could
      diminish and this could have a material adverse effect on our business,
      financial condition and results of operations.*




**If
      we lose the services of our key personnel, we may be unable to replace them,
      and
      our business, financial condition and results of operations could be adversely
      affected.**




Our
      success largely depends on the continued skills, experience, efforts and
      policies of our management and other key personnel and our ability to continue
      to attract, motivate and retain highly qualified employees. In particular,
      the
      services of Ray Vuono, our Chairman and Chief Executive Officer, are integral
      to
      the execution of our business strategy. If one or more of our key employees
      leaves our employment, we will have to find a replacement with the combination
      of skills and attributes necessary to execute our strategy. Because competition
      for skilled employees is intense, and the process of finding qualified
      individuals can be lengthy and expensive, we believe that the loss of the
      services of key personnel could adversely affect our business, financial
      condition and results of operations. We cannot assure you that we will continue
      to retain such personnel. We do not maintain keyman insurance for any of our
      key
      employees.




**If
      we are unable to successfully introduce new products or services or fail to
      keep
      pace with advances in technology, our business, financial condition and results
      of operations will be adversely affected.**




The
      successful implementation of our business model depends on our ability to adapt
      to evolving technologies and industry standards and introduce new products
      and
      services. We cannot assure you that we will be able to introduce new products
      on
      schedule, or at all, or that such products will achieve market acceptance.
      Moreover, competitors may develop competitive products that could adversely
      affect our results of operations. A failure by us to introduce planned products
      or other new products or to introduce these products on schedule could have
      an
      adverse effect on our business, financial condition and results of operations.




If
      we
      cannot adapt to changing technologies, our products and services may become
      obsolete, and our business could suffer. Because the Internet and healthcare
      information markets are characterized by rapid technological change, we may
      be
      unable to anticipate changes in our current and potential customers’
requirements that could make our existing technology obsolete. Our success
      will
      depend, in part, on our ability to continue to enhance our existing products
      and
      services, develop new technology that addresses the increasingly sophisticated
      and varied needs of our prospective customers, license leading technologies
      and
      respond to technological advances and emerging industry standards and practices
      on a timely and cost-effective basis. The development of our proprietary
      technology entails significant technical and business risks. We may not be
      successful in using new technologies effectively or adapting our proprietary
      technology to evolving customer requirements or emerging industry standards,
      and, as a result, our business could suffer.




**Our
      business depends in part on and will continue to depend in part on our ability
      to establish and maintain additional strategic relationships.**




To
      be
      successful, we must continue to maintain our existing strategic relationships
      and establish additional strategic relationships with leaders in a number of
      healthcare and healthcare information technology industry segments. This is
      critical to our success because we believe that these relationships contribute
      towards our ability to:




•
            
            extend
                the reach of our products and services to a larger number of physicians
                and hospitals and to other participants in the healthcare industry;




•
            
            develop
                and deploy new products and services;




•
            
            further
                enhance the MedLink brand; and




-15-




•
            
            generate
                additional revenue and cash flows.




Entering
      into strategic relationships is complicated because strategic partners may
      decide to compete with us in some or all of our markets. In addition, we may
      not
      be able to maintain or establish relationships with key participants in the
      healthcare industry if we conduct business with their competitors. We depend,
      in
      part, on our strategic partners’ ability to generate increased acceptance and
      use of our products and services. If we lose any of these strategic
      relationships or fail to establish additional relationships, or if our strategic
      relationships fail to benefit us as expected, we may not be able to execute
      our
      business plan, and our business, financial condition and results of operations
      may suffer.




**If
      our products fail to perform properly due to undetected errors or similar
      problems, our business could suffer.**




Complex
      software such as ours often contains undetected defects or errors. It is
      possible that such errors may be found after introduction of new software or
      enhancements to existing software. We continually introduce new solutions and
      enhancements to our solutions, and, despite testing by us, it is possible that
      errors might occur in our software. If we detect any errors before we introduce
      a solution, we might have to delay deployment for an extended period of time
      while we address the problem. If we do not discover software errors that affect
      our new or current solutions or enhancements until after they are deployed,
      we
      would need to provide enhancements to correct such errors. Errors in our
      software could result in:




•
            
            harm
                to our reputation;




•
            
            lost
                sales;




•
            
            delays
                in commercial release;




•
            
            product
                liability claims;




•
            
            delays
                in or loss of market acceptance of our solutions;




•
            
            license
                terminations or renegotiations; and




•
            
            unexpected
                expenses and diversion of resources to remedy errors.




Furthermore,
      our customers might use our software together with products from other
      companies. As a result, when problems occur, it might be difficult to identify
      the source of the problem. Even when our software does not cause these problems,
      the existence of these errors might cause us to incur significant costs, divert
      the attention of our technical personnel from our solution development efforts;
      impact our reputation and cause significant customer relations problems.




**Our
      future success depends upon our ability to grow, and if we are unable to manage
      our growth effectively, we may incur unexpected expenses and be unable to meet
      our customers’ requirements.**




We
      will
      need to expand our operations if we successfully achieve market acceptance
      for
      our products and services. We cannot be certain that our systems, procedures,
      controls and existing space will be adequate to support expansion of our
      operations. Our future operating results will depend on the ability of our
      officers and key employees to manage changing business conditions and to
      implement and improve our technical, administrative, financial control and
      reporting systems. We may not be able to expand and upgrade our systems and
      infrastructure to accommodate these increases. Difficulties in managing any
      future growth could have a significant negative impact on our business,
      financial condition and results of operations because we may incur unexpected
      expenses and be unable to meet our customers’ requirements.




-16-




The
      market for our products and services is fragmented, intensely competitive and
      is
      characterized by rapidly evolving industry standards, technology and user needs
      and the frequent introduction of new products and services. Some of our
      competitors may be more established, benefit from greater name recognition
      and
      have substantially greater financial, technical and marketing resources than
      us.
      Moreover, we expect that competition will continue to increase as a result
      of
      consolidation in both the information technology and healthcare industries.
      If
      one or more of our competitors or potential competitors were to merge or partner
      with one of our competitors, the change in the competitive landscape could
      adversely affect our ability to compete effectively. We compete on the basis
      of
      several factors, including:




•
            
            breadth
                and depth of services;




•
            
            reputation;




•
            
            reliability,
                accuracy and security;




•
            
            client
                service;




•
            
            price;
                and




•
            
            industry
                expertise and experience.




There
      can
      be no assurance that we will be able to compete successfully against current
      and
      future competitors or that the competitive pressures that we face will not
      materially adversely affect our business, financial condition and results of
      operations.




**If
      we are deemed to infringe on the proprietary rights of third parties, we could
      incur unanticipated expense and be prevented from providing our products and
      services.**




We
      could
      be subject to intellectual property infringement claims as the number of our
      competitors grows and our applications’ functionality overlaps with competitive
      products. While we do not believe that we have infringed or are infringing
      on
      any proprietary rights of third parties, we cannot assure you that infringement
      claims will not be asserted against us or that those claims will be
      unsuccessful. We could incur substantial costs and diversion of management
      resources defending any infringement claims. Furthermore, a party making a
      claim
      against us could secure a judgment awarding substantial damages, as well as
      injunctive or other equitable relief that could effectively block our ability
      to
      provide products or services. In addition, we cannot assure you that licenses
      for any intellectual property of third parties that might be required for our
      products or services will be available on commercially reasonable terms, or
      at
      all.




**Factors
      beyond our control could cause interruptions in our operations, which would
      adversely affect our reputation in the marketplace and our business, financial
      condition and results of operations.**




To
      succeed, we must be able to operate our systems without interruption. Certain
      of
      our communications and information services are provided through our third-party
      service providers. Our operations are vulnerable to interruption by damage
      from
      a variety of sources, many of which are not within our control, including
      without limitation: (1) power loss and telecommunications failures;
      (2) software and hardware errors, failures or crashes; (3) computer
      viruses and similar disruptive problems; and (4) fire, flood and other
      natural disasters.




-17-


Any
      significant interruptions in our services would damage our reputation in the
      marketplace and have a negative impact on our business, financial condition
      and
      results of operations.




**We
      may be liable for use of data we provide.**




We
      provide data for use by healthcare providers in treating patients. Third-party
      contractors provide us with most of this data. If this data is incorrect or
      incomplete, adverse consequences, including death, may occur and give rise
      to
      product liability and other claims against us. In addition, certain of our
      solutions provide applications that relate to patient clinical information,
      and
      a court or government agency may take the position that our delivery of health
      information directly, including through licensed practitioners, or delivery
      of
      information by a third party site that a consumer accesses through our websites,
      exposes us to personal injury liability, or other liability for wrongful
      delivery or handling of healthcare services or erroneous health information.
      While we maintain product liability insurance coverage in an amount that we
      believe is sufficient for our business, we cannot assure you that this coverage
      will prove to be adequate or will continue to be available on acceptable terms,
      if at all. A claim brought against us that is uninsured or under-insured could
      harm our business, financial condition and results of operations. Even
      unsuccessful claims could result in substantial costs and diversion of
      management resources.




**If
      our security is breached, we could be subject to liability, and customers could
      be deterred from using our services.**




The
      difficulty of securely transmitting confidential information over the Internet
      has been a significant barrier to engaging in sensitive communications over
      the
      Internet. Our business relies on using the Internet to transmit confidential
      information. We believe that any well-publicized compromise of Internet security
      may deter people from using the Internet for these purposes and from using
      our
      system to conduct transactions that involve transmitting confidential healthcare
      information.




It
      is
      also possible that third parties could penetrate our network security or
      otherwise misappropriate patient information and other data. If this happens,
      our operations could be interrupted, and we could be subject to liability and
      regulatory action. We may need to devote significant financial and other
      resources to protect against security breaches or to alleviate problems caused
      by breaches. We could face financial loss, litigation and other liabilities
      to
      the extent that our activities or the activities of third-party contractors
      involve the storage and transmission of confidential information like patient
      records or credit information.




**Our
      failure to license and integrate third-party technologies could harm our
      business.**




We
      depend
      upon licenses for some of the technology used in our solutions from third-party
      vendors, and intend to continue licensing technologies from third parties.
      These
      technologies might not continue to be available to us on commercially reasonable
      terms or at all. Most of these licenses can be renewed only by mutual consent
      and may be terminated if we breach the terms of the license and fail to cure
      the
      breach within a specified period of time. Our inability to obtain any of these
      licenses could delay development until equivalent technology can be identified,
      licensed and integrated, which would harm our business, financial condition
      and
      results of operations.




Most
      of
      our third-party licenses are non-exclusive and our competitors may obtain the
      right to use any of the technology covered by these licenses and use the
      technology to compete directly with us. Our use of third-party technologies
      exposes us to increased risks, including, but not limited to, risks associated
      with the integration of new technology into our solutions, the diversion of
      our
      resources from development of our own proprietary technology and our inability
      to generate revenue from licensed technology sufficient to offset associated
      acquisition and maintenance costs. In addition, if our vendors choose to
      discontinue support of the licensed technology in the future or are unsuccessful
      in their continued research and development efforts, we might not be able to
      modify or adapt our own solutions.




-18-




**If
      we do not maintain and expand our business with our existing customers, our
      business, financial condition and results of operations could be adversely
      affected.**




Our
      business model depends on the success of our efforts to sell additional products
      and services to our existing customers. In addition, as we deploy new
      applications and features for our existing solutions or introduce new solutions
      and services, our current customers could choose not to purchase these new
      offerings. If we fail to generate additional business from our current
      customers, our revenue could grow at a slower rate or even decrease.




**Risks
      Related to Our Industry**




**We
      are subject to a number of existing laws, regulations and industry initiatives,
      non-compliance with certain of which could shut down our operations or otherwise
      adversely affect our business, financial condition and results of operations,
      and we are susceptible to a changing regulatory environment.**




As
      a
      participant in the healthcare industry, our operations and relationships, and
      those of our customers, are regulated by a number of federal, state and local
      governmental entities. The impact of this on us is direct, to the extent we
      are
      ourselves subject to these laws and regulations, and is also indirect in that,
      in a number of situations, even though we may not be directly regulated by
      specific healthcare laws and regulations, our products must be capable of being
      used by our customers in a manner that complies with those laws and regulations.
      Inability of our customers to do so could affect the marketability of our
      products or our compliance with our customer contracts, or even expose us to
      direct liability on a theory that we had assisted our customers in a violation
      of healthcare laws or regulations. Because our business relationships with
      physicians are unique, and the healthcare technology industry as a whole is
      relatively young, the application of many state and federal regulations to
      our
      business operations and to our customers is uncertain. Indeed, there are federal
      and state fraud and abuse laws, including anti-kickback laws and limitations
      on
      physician referrals. It is possible that a review of our business practices
      or
      those of our customers by courts or regulatory authorities could result in
      a
      determination that could adversely affect us. In addition, the healthcare
      regulatory environment may change in a way that restricts our existing
      operations or our growth. The healthcare industry is expected to continue to
      undergo significant changes for the foreseeable future, which could have an
      adverse effect on our business, financial condition and results of operations.
      We cannot predict the effect of possible future legislation and regulation.




Specific
      risks include, but are not limited to, risks relating to:




•
            
            ***Patient
                Information.***As
                part of the operation of our business, our customers provide to us
                patient-identifiable medical information related to the prescription
                drugs
                that they prescribe and other aspects of patient treatment. Government
                and
                industry legislation and rulemaking, especially the Health Insurance
                Portability and Accountability Act of 1996 (HIPAA), and standards
                and
                requirements published by industry groups such as the Joint Commission
                on
                Accreditation of Healthcare Organizations, require the use ofstandard
                transactions, standard identifiers, security and other standards
                and
                requirements for the transmission of certain electronic health
                information. National standards and procedures under HIPAA include
                the
                “*Standards
                for Electronic Transactions and Code Sets*”
                (the Transaction Standards); the “*Security
                Standards*”
                (the Security Standards); and the “*Standards
                for Privacy of Individually Identifiable Health
                Information*”
                (the Privacy Standards). The Transaction Standards require the use
                of
                specified data coding, formatting and content in all specified “Health
                Care Transactions” conducted electronically. The Security Standards
                require the adoption of specified types of security for healthcare
                information. The Privacy Standards grant a number of rights to individuals
                as to their identifiable confidential medical information (called
                Protected Health Information) and restrict the use and disclosure
                of
                Protected Health Information by Covered Entities, defined as “health care
                providers, health care payers, and health care clearinghouses.” Generally,
                the HIPAA standards directly affect Covered Entities. We have reviewed
                our
                activities and believe that we are a Covered Entity to the extent
                that we
                maintain a “group health plan” for the benefit of our employees. Such a
                plan, even if not a separate legal entity from us as its sponsor,
                is
                included in the HIPAA definition of Covered Entities. We have taken
                steps
                we believe to be appropriate and required to bring our group health
                plan
                into compliance with HIPAA. We do not believe that we are a Covered
                Entity
                as a health care provider or as a health care clearinghouse; however,
                the
                definition of a health care clearinghouse is broad and we cannot
                offer any
                assurance that we could not be considered a health care clearinghouse
                under HIPAA or that, if




-19-




we
                are determined to be a healthcare clearinghouse; the consequences
                would
                not be adverse to our business, financial condition and results of
                operations. In addition, the Privacy and Security Standards affect
                third
                parties that create, access, or receive Protected Health Information
                in
                order to perform a function or activity on behalf of a Covered Entity.
                Such third parties are called “Business Associates.” Covered Entities must
                have a written “Business Associate Agreement” with such third parties,
                containing specified written satisfactory assurances, consistent
                with the
                Privacy and Security standards, that the third party will safeguard
                Protected Health Information that it creates or accesses and will
                fulfill
                other material obligations to support the Covered Entity’s own HIPAA
                compliance. Most of our customers are Covered Entities, and we function
                in
                many of our relationships as a Business Associate of those customers.
                We
                would face liability under our Business Associate Agreements if we
                do not
                comply with our Business Associate obligations. In addition, the
                federal
                agencies with enforcement authority have taken the position that
                a Covered
                Entity can be subject to HIPAA civil penalties and sanctions for
                a breach
                of a Business Associate Agreement. The penalties for a violation
                of HIPAA
                by a Covered Entity are significant and could have an adverse impact
                upon
                our business, financial condition and results of operations, if such
                penalties ever were imposed. Additionally, Covered Entities will
                be
                required to adopt a unique standard National Provider Identifier
                (NPI) for
                use in filing and processing health care claims and other transactions.
                Subject to the discussion set forth above, we believe that the principal
                effects of HIPAA are, first, to require that our systems be capable
                of
                being operated by our customers in a manner that is compliant with
                the
                various HIPAA standards and, second, to require us to enter into
                and
                comply with Business Associate Agreements with our Covered Entity
                customers. For most Covered Entities, the deadlines for compliance
                with
                the Privacy Standards and the Transaction Standards occurred in 2003.
                Covered Entities, with the exception of small health plans (as that
                term
                is defined by the Privacy Standards), were required to be in compliance
                with the Security Standards by April 20, 2005 and to use NPIs in
                standard transactions no later than the compliance dates, which are
                May 23, 2007 for all but small health plans and one year later for
                small health plans. We have policies and procedures that we believe
                assure
                compliance with all federal and state confidentiality requirements
                for the
                handling of Protected Health Information that we receive and with
                our
                obligations under Business Associate Agreements. In particular, we
                believe
                that our systems and products are capable of being used by our customers
                in compliance with the Transaction Standards and Security Standards
                and
                are, or will be, capable of being used by our customers in compliance
                with
                the NPI requirements. If, however, we do not follow those procedures
                and
                policies, or they are not sufficient to prevent the unauthorized
                disclosure of Protected Health Information, we could be subject to
                liability, fines and lawsuits, termination of our customer contracts
                or
                our operations could be shut down. Moreover, because all HIPAA Standards
                are subject to change or interpretation and because certain other
                HIPAA
                Standards, not discussed above, are not yet published, we cannot
                predict
                the full future impact of HIPAA on our business and operations. In
                the
                event that the HIPAA standards and compliance requirements change
                or are
                interpreted in a way that requires any material change to the way
                in which
                we do business, our business, financial condition and results of
                operations could be adversely affected. Additionally, certain state
                laws
                are not preempted by HIPAA and may impose independent obligations
                upon our
                customers or us. Additional legislation governing the acquisition,
                storage
                and transmission or other dissemination of health record information
                and
                other personal information, including social security numbers, has
                been
                proposed at both the state and federal level. Such legislation may
                require
                holders of such information to implement additional security, reporting
                or
                other measures that may require substantial expenditures and may
                impose
                liability for a failure to comply with such requirements. In many
                cases,
                such proposed state legislation includes provisions that are not
                preempted
                by HIPAA. There can be no assurance that changes to state or federal
                laws
                will not materially restrict the ability of providers to submit
                information from patient records using our products and
                services.




-20-


•
            
            ***Electronic
                Prescribing.***The use of our software by physicians to perform a variety of functions,
                including electronic prescribing, electronic routing of prescriptions
                to
                pharmacies and dispensing, is governed by state and federal law,
                including
                fraud and abuse laws. States have differing prescription format
                requirements, which we have programmed into our software. Many existing
                laws and regulations, when enacted, did not anticipate methods of
                e-commerce now being developed. While federal law and the laws of
                many
                states permit the electronic transmission of prescription orders,
                the laws
                of several states neither specifically permit nor specifically prohibit
                the practice. Given the rapid growth of electronic transactions in
                healthcare, and particularly the growth of the Internet, we expect
                the
                remaining states to directly address these areas with regulation
                in the
                near future. In addition, on November 7, 2005, the Department of
                Health and Human Services published its final “E-Prescribing and the
                Prescription Drug Program” regulations (E-Prescribing Regulations). These
                regulations are required by the Medicare PrescriptionDrug,
              Improvement, and Modernization Act of 2003 (MMA) and became effective
              beginning on January 1, 2006. The E-Prescribing Regulations consist
              of detailed standards and requirements, in addition to the HIPAA standards
              discussed above, for prescription and other information transmitted
              electronically in connection with a drug benefit covered by the MMA’s
              Prescription Drug Benefit. These standards cover not only transactions
              between prescribers and dispensers for prescriptions but also electronic
              eligibility and benefits inquiries and drug formulary and benefit coverage
              information. The standards apply to prescription drug plans participating
              in the MMA’s Prescription Drug Benefit. Aspects of our clinical products
              are affected by such regulation because of the need of our customers
              to
              comply, as discussed above. Compliance with these regulations could
              be
              burdensome, time-consuming and expensive. We also could become subject
              to
              future legislation and regulations concerning the development and
              marketing of healthcare software systems. For example, regulatory
              authorities such as the U.S. Department of Health and Human Services’
              Center for Medicare and Medicaid Services may impose functionality
              standards with regard to electronic prescribing and EHR technologies.
              These could increase the cost and time necessary to market new services
              and could affect us in other respects not presently
              foreseeable.




•
            
            ***Electronic
                Health Records*****.**A
                number of important federal and state laws govern the use and content
                of
                electronic health record systems, including fraud and abuse laws
                that may
                affect the donation of such technology. As a company that provides
                EHR
                systems to a variety of providers of healthcare, our systems and
                services
                must be designed in a manner that facilitates our customers’ compliance
                with these laws. Because this is a topic of increasing state and
                federal
                regulation, we must continue to monitor legislative and regulatory
                developments that might affect our business practices as they relate
                to
                EHR systems. We cannot predict the content or effect of possible
                future
                regulation on our business practices.




**Increased
      government involvement in healthcare could adversely affect our business.**




U.S.
      healthcare system reform under the Medicare Prescription Drug, Improvement
      and
      Modernization Act of 2003, and other initiatives at both the federal and state
      level, could increase government involvement in healthcare, lower reimbursement
      rates and otherwise change the business environment of our customers and the
      other entities with which we have a business relationship. We cannot predict
      whether or when future healthcare reform initiatives at the federal or state
      level or other initiatives affecting our business will be proposed, enacted
      or
      implemented or what impact those initiatives may have on our business, financial
      condition or results of operations. Our customers and the other entities with
      which we have a business relationship could react to these initiatives and
      the
      uncertainty surrounding these proposals by curtailing or deferring investments,
      including those for our products and services. Additionally, government
      regulation could alter the clinical workflow of physicians, hospitals and other
      healthcare participants, thereby limiting the utility of our products and
      services to existing and potential customers and curtailing broad acceptance
      of
      our products and services. Further examples of government involvement could
      include requiring the standardization of technology relating to EHR’s, providing
      customers with incentives to adopt EHR solutions or developing a low-cost
      government sponsored EHR solution, such as VistA-Office EHR. Additionally,
      new
      safe harbors to the federal Anti-Kickback Statute and corresponding exceptions
      to the federal Stark law may alter the competitive landscape, as such new safe
      harbors and exceptions allow hospitals and certain other
      donors to donate certain items and services used in electronic
      prescription systems and electronic health records systems. These new safe
      harbors and exceptions are intended to accelerate the adoption
      of electronic prescription systems and electronic health records systems,
      and therefore provide new and attractive opportunities for us to work with
      hospitals and other donors who wish to provide our clinical solutions to
      physicians. At the same time, such safe harbors and exceptions may
      result in increased competition from providers of acute EHR solutions, whose
      hospital customers may seek to donate their existing acute EHR solutions to
      physicians for use in ambulatory settings.




-21-




**If
      the electronic healthcare information market fails to develop as quickly as
      expected, our business, financial condition and results of operations will
      be
      adversely affected.**




The
      electronic healthcare information market is in the early stages of development
      and is rapidly evolving. A number of market entrants have introduced or
      developed products and services that are competitive with one or more components
      of the solutions we offer. We expect that additional companies will continue
      to
      enter this market. In new and rapidly evolving industries, there is significant
      uncertainty and risk as to the demand for, and market acceptance of, recently
      introduced products and services. Because the markets for our products and
      services are new and evolving, we are not able to predict the size and growth
      rate of the markets with any certainty. We cannot assure you that markets for
      our products and services will develop or that, if they do, they will be strong
      and continue to grow at a sufficient pace. If markets fail to develop, develop
      more slowly than expected or become saturated with competitors, our business,
      financial condition and results of operations will be adversely affected.




**Consolidation
      in the healthcare industry could adversely affect our business, financial
      condition and results of operations.**




Many
      healthcare industry participants are consolidating to create integrated
      healthcare delivery systems with greater market power. As provider networks
      and
      managed care organizations consolidate, thus decreasing the number of market
      participants, competition to provide products and services like ours will become
      more intense, and the importance of establishing relationships with key industry
      participants will become greater. These industry participants may try to use
      their market power to negotiate price reductions for our products and services.
      Further, consolidation of management and billing services through integrated
      delivery systems may decrease demand for our products. If we were forced to
      reduce our prices, our business would become less profitable unless we were
      able
      to achieve corresponding reductions in our expenses




WE
      HAVE
      LIMITED RESOURCES AND LIMITED REVENUES





We
      have
      limited resources. At the present time, our only source of revenue is MedLink,
      which has not generated any significant revenues. In addition, there can be
      no
      assurance that we will obtain significant revenues through the acquisition
      of
      other companies or that the Company will be able to operate on a profitable
      basis.





THE
      COMPANY HAS INCURRED LOSSES SINCE IT BEGAN ITS OPERATIONS IN 2001 AND EXPECTS
      TO
      CONTINUE TO INCUR LOSSES FOR THE FORESEEABLE FUTURE WHICH RAISES DOUBTS ABOUT
      OUR ABILITY TO CONTINUE AS A GOING CONCERN.





The
      Company has incurred losses during each fiscal year of its operations since
      it  began
      its
      operations of MedLink in 2001, and expects to continue to incur losses for
      the
      foreseeable future. We currently intend to continue to invest in infrastructure
      development, applications development, marketing and acquisitions. Whether
      we
      continue to incur losses in a particular period will depend on, among other
      things, the amount of such investments and whether those investments lead to
      increased revenues.




Our
      independent auditor prepared a report for the Company’s financial statements for
      the year ended December 31, 2006. The report states we might not be able to
      continue as a going concern. A “going-concern” opinion indicates that the
      financial statements are prepared assuming the business will continue as a
      going-concern, but there can be no guarantee that it will continue as a going
      concern.





If
      we are
      unable to curb our losses and achieve profitability we have substantial doubts
      about our ability to continue as a going concern unless we can raise additional
      capital, all of which there can be no assurance.





THE
      COMPANY MAY NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE ITS BUSINESS
      PLAN





The
      Company has had limited revenues to date. The Company will be entirely dependent
      on its limited financial resources to seek additional acquisitions and run
      and
      grow the businesses of MedLink. For this reason, the acquisitions of KRAD and
      MedLink were paid in common stock. There can be no assurance that other
      potential acquisition candidates will not require payment in cash. The Company
      cannot, therefore, ascertain, with any certainty, what will be the precise
      capital requirements for successful execution of its business plan. If the
      Company’s limited resources prove insufficient to implement our plan, due, for
      example, to the size of the acquisition, the Company may have to seek additional
      financing. Even if the Company is successful in completing an acquisition,
      it
      may require additional financing for operations or our business
      growth.





-22-




ADDITIONAL
      FINANCING MAY NOT BE AVAILABLE TO THE COMPANY





There
      can
      be no assurance additional financing will be available on acceptable terms.
      It
      may not be available at all. Additional financing is likely to be necessary
      and
      if unavailable when needed, the Company may have to abandon certain of its
      plans. Any failure to secure necessary, additional financing would have a
      material adverse effect on continued development and/or growth of the Company’s
      businesses.





There
      are
      no current limitations on the Company’s ability to borrow funds to increase the
      Company’s capital to assist MedLink or to effect acquisition(s). However, the
      Company’s limited resources and lack of operating history will make it difficult
      to borrow funds. The amount and nature of the Company’s borrowings will depend
      on, among other things, the Company’s capital requirements, and perceived
      ability to meet debt service on borrowings and prevailing financial market
      and
      economic conditions. There can be no assurance that debt financing, if sought,
      would be available on commercially acceptable terms, given the best interests
      of
      the Company’s business. An inability to borrow funds to acquire companies or to
      generate funds for the Company’s businesses could have a material, adverse
      effect on the Company’s financial condition and future prospects. Even if debt
      financing is ultimately available, borrowings may subject the Company to risks
      associated with indebtedness. These risks would include, among other things,
      interest rate fluctuations and insufficiency of cash flow to pay principal
      and
      interest. If these risks were realized, they could lead to a default. Moreover,
      if a company the Company acquires already has borrowings, we might become liable
      for them.





THE
      COMPANY EXPECTS THAT ITS ACCOUNTING FOR STOCK OPTIONS AND SHARE-BASED PAYMENTS
      TO EMPLOYEES WILL HAVE A MATERIAL ADVERSE AFFECT UPON ITS OPERATING
      RESULTS





The
      Company expects that accounting for employee stock options using the fair value
      method will have a material impact on its consolidated results of operations
      and
      earnings per share.  The
      FASB
      has issued SFAS 123R, which will require the Company to recognize, in its
      financial statements, all share-based payments to its employees, including
      grants of employee stock options, based on their fair values beginning with
      the
      first quarter of 2007. The Company expects that the adoption of SFAS 123R
      will have a material impact on the Company’s consolidated results of operations
      and earnings per share. The Company cannot predict what effect the increase
      in
      its net loss or reduction in its net income, if any, may have on the market
      prices of the Company’s securities.





THE
      COMPANY CURRENTLY DEPENDS UPON A LIMITED NUMBER OF EMPLOYEES





The
      Company’s ability to successfully complete an acquisition depends on the efforts
      of the Company’s three Directors and three Officers. Three of the Company’s
      Directors also serves as, Officers. The Company has not obtained “key man” life
      insurance on any Officers or Directors. If the Company were to lose the services
      of any Officer or Director, this could have a material, adverse effect on our
      ability to achieve the Company’s business objectives.





One
      of
      the Company’s Officers, who also serves as a Director, Konrad Kim, is also
      President of KRAD. Therefore, he has conflicts of interest in allocating
      management time between the Company and KRAD. We will rely on Mr. Kim's and
      our
      other Officers’ expertise.





SINCE
      THE COMPANY PROVIDES SOFTWARE SOLUTIONS TO HEALTHCARE PROVIDERS, THE COMPANY
      MAY
      BE SUBJECT TO LIABILITIES FOR ITS PRODUCT MALFUNCTIONS OR SYSTEM
      ERRORS





Many
      of
      the Company’s software solutions provide data for use by healthcare providers in
      providing care to patients. Although no such claims have been brought against
      the Company to date regarding injuries related to the use of its software
      solutions, such claims may be made in the future. Although the Company maintains
      product liability insurance coverage in an amount that it believes is sufficient
      for its business, there can be no assurance that such coverage will cover a
      particular claim that may be brought in the future, prove to be adequate or
      that
      such coverage will continue to remain available on acceptable terms, if at
      all.





-23-


The
      Company’s systems are very complex. As with complex systems offered by others,
      the Company’s systems may contain errors, especially when first introduced.
      Although the Company conducts extensive testing, it has discovered software
      errors in its software solutions after their introduction. The Company’s systems
      are intended for use in collecting and displaying clinical information used
      in
      the diagnosis and treatment of patients. Therefore, users of the Company
      software solutions have a greater sensitivity to system errors than the market
      for software products generally. Failure of a client’s system to meet these
      criteria could constitute a material breach under such contracts allowing the
      client to cancel the contract and obtain a refund and/or damages, or could
      require the Company to incur additional expense in order to make the system
      meet
      these criteria. The Company’s contracts with its clients generally limit the
      Company’s liability arising from such claims but such limits may not be
      enforceable in certain jurisdictions or circumstances.





A
      successful claim brought against the Company, which claim is uninsured or
      under-insured, could materially harm the Company’s business, results of
      operations or financial condition.





THE
      COMPANY IS DEPENDENT ON THIRD-PARTY SUPPLIERS AND ANY INTERUPTION IN SUCH
      SERVICES COULD HARM THE COMPANY’S ABILITY TO CONDUCT ITS BUSINESS





The
      Company licenses or purchases intellectual property and technology (such as
      software, hardware and content) from third parties, and incorporates it into
      or
      sells it in conjunction with the Company’s software solutions and services, some
      of which intellectual property or technology is critical to the operation of
      the
      Company’s solutions. If any of the third party suppliers were to change product
      offerings, increase prices or terminate the Company’s licenses or supply
      contracts, the Company might need to seek alternative suppliers and incur
      additional internal or external development costs to ensure continued
      performance of the Company’s solutions. Such alternatives may not be available
      on attractive terms, or may not be as widely accepted or as effective as the
      intellectual property or technology provided by the Company’s existing
      suppliers. If the cost of licensing, purchasing or maintaining these third
      party
      intellectual property or technology solutions significantly increases, the
      Company’s gross margin levels could significantly decrease. In addition,
      interruption in functionality of the Company’s solutions could adversely affect
      future sales of licenses and services.





THE
      COMPANY FACES SIGNIFICANT COMPETITION





The
      market for healthcare information systems is intensely competitive, rapidly
      evolving and subject to rapid technological change. The Company believes that
      the principal competitive factors in this market include the breadth and quality
      of system and software solution offerings, the stability of the information
      systems provider, the features and capabilities of the information systems,
      the
      ongoing support for the system and the potential for enhancements and future
      compatible software solutions.





Certain
      of the Company’s competitors have greater financial, technical, product
      development, marketing and other resources than the Company and some of its
      competitors offer software solutions that it does not offer. The Company’s
      principal existing competitors include: Cerner Corporation, Allscripts
      Healthcare Solutions, Inc., Eclipsys Corporation, Epic Systems Corporation,
      GE
      Medical Systems, IDX Systems Corporation, iSoft Corporation, McKesson
      Corporation, Medical Information Technology, Inc. (“Meditech”), Misys Healthcare
      Systems, Siemens Medical Solutions Health Services Corporation and WebMD, each
      of which offers a suite of software solutions that compete with many of the
      Company’s software solutions and services. There are other competitors that
      offer a more limited number of competing software solutions.





In
      addition, the Company expects that major software information systems companies,
      large information technology consulting service providers and system
      integrators, Internet-based start-up companies and others specializing in the
      healthcare industry may offer competitive software/solutions or services. The
      pace of change in the healthcare information systems market is rapid and there
      are frequent new software solution introductions, software solution enhancements
      and evolving industry standards and requirements. As a result, the Company’s
      success will depend upon its ability to keep pace with technological change
      and
      to introduce, on a timely and cost-effective basis, new and enhanced software
      solutions and services that satisfy changing client requirements and achieve
      market acceptance.





-24-


In
      addition, the Company could be subject to intellectual property infringement
      claims as the number of competitors grows and the functionality of its software
      solutions and services expands. These claims, even if not meritorious, could
      be
      expensive to defend. If the Company becomes liable to third parties for
      infringing their intellectual property rights, it could be required to pay
      a
      substantial damage award and to develop non-infringing technology, obtain a
      license or cease selling the software solutions that contain the infringing
      intellectual property, which could have a material adverse effect on the
      Company’s financial condition and operations.





ANY
      ACQUISITIONS THE COMPANY MAKES COULD RESULT IN DILUTION TO EXISTING STOCKHOLDERS
      AND COULD BE DIFFICULT TO INTEGRATE WHICH COULD CAUSE DIFFICULTIES IN MANAGING
      THE COMPANY’S BUSINESS, RESULTING IN A DECREASE TO THE VALUE OF THE COMPANY’S
      STOCKHOLDERS INVESTMENT





The
      Company believes that it will need to make strategic acquisitions of other
      businesses in order to achieve growth and profitability. Evaluating acquisition
      targets is difficult and acquiring other businesses involves risk. The
      consummation of the acquisition of other businesses would subject the Company
      to
      a number of risks, including the following:





-  difficulty
      in integrating the acquired operations and retaining acquired
      personnel;


-limitations
      on the Company’s ability to retain acquired sales and distribution channels and
      customers;


-  diversion
      of management's attention and disruption of the Company’s ongoing business; and


-  limitations
      on the Company’s ability to incorporate acquired technology and rights into its
      product offerings and maintain uniform standards, controls, procedures and
      policies.





Furthermore,
      the Company may incur indebtedness or issue equity securities to pay for future
      acquisitions. The issuance of equity or convertible debt securities would be
      dilutive to the Company’s then existing stockholders.





ONE
      STOCKHOLDER AND OUR AFFILIATES CURRENTLY OWN A MAJORITY OF THE COMPANY’S COMMON
      STOCK





Mr.
      Ray
      Vuono, the Company’s CEO owns approximately 25.06% of the Company’s outstanding
      common stock, and, our affiliates, including Mr. Vuono, beneficially own,
      including shares issuable upon exercise of outstanding options, a total of
      approximately 64% of our outstanding common stock. They therefore, together,
      have the ability to control the outcome of all matters submitted to the
      stockholders for approval. This includes not only election of Directors, but
      also the decision whether to attempt to effect a merger or
      acquisition.





-25-


THE
      COMPANY DOES NOT EXPECT TO PAY CASH DIVIDENDS





The
      Company does not expect to pay dividends on the common stock. Payment of
      dividends, if any, will depend on the Company’s revenues and earnings. It will
      also depend on capital requirements and the Company’s general financial
      condition. Payment of dividends, if any, will be within the Board of Directors'
      discretion. The Company presently intends to retain all earnings, if any, for
      use in its business operations. Accordingly, the Company’s Board does not
      anticipate declaring dividends in the foreseeable future.





THE
      COMPANY’S STOCK PRICE MAY BE VOLATILE





The
      trading price of the Company’s common stock may be volatile. The market for the
      Company’s common stock may experience significant price and volume fluctuations
      in response to a number of factors including actual or anticipated quarterly
      variations in operating results, rumors about the Company’s performance or
      software solutions, changes in expectations of future financial performance,
      governmental regulatory action, healthcare reform measures, client relationship
      developments, changes occurring in the securities markets in general and other
      factors, many of which are beyond the Company’s control.





Furthermore,
      the stock market in general, and the market for software and healthcare and
      information technology companies in particular, has experienced extreme
      volatility that often has been unrelated to the operating performance of
      particular companies. These broad market and industry fluctuations may adversely
      affect the trading price of the Company’s common stock, regardless of actual
      operating performance.





THERE
      EXIST RISKS TO STOCKHOLDERS RELATING TO DILUTION: AUTHORIZATION OF ADDITIONAL
      SECURITIES AND REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING AN ACQUISITION
      OR OTHER TRANSACTION IN WHICH THE COMPANY ISSUES STOCK





The
      Company’s certificate of incorporation authorizes the issuance of 200,000,000
      shares of Common Stock. The Company may issue a substantial number of shares
      in
      connection with or following acquisition transactions.





If
      the
      Company issues a substantial number of shares of common stock in connection
      with, or following, an acquisition, a change in control may occur. This could
      affect, among other things, the Company’s ability to utilize net operating loss
      carry forwards, if any. The issuance of a substantial number of shares of common
      stock may adversely affect the prevailing market price, if any, for the common
      stock. It could also impair the Company’s ability to raise additional capital
      through the sale of equity securities.





The
      Company uses and intends to continue using stock and options, in lieu of cash,
      which presently is not available, to compensate its employees, consultants
      and
      third parties who provide services. Some employees, consultants or third parties
      have been and will be paid in cash, stock, options or other of our securities.
      This could result in a substantial, additional dilution to
      investors.





THE
      COMPANY IS AUTHORIZED TO ISSUE FIVE MILLION SHARES OF AN "UNDESIGNATED" CLASS
      OF
      PREFERRED STOCK





The
      Company’s certificate of incorporation authorizes it to issue of 5,000,000
      shares of an undesignated class of stock. With respect to these shares, the
      Company’s Board of Directors may make designations and define various powers,
      preferences, rights, qualifications, limitations and restrictions, consistent
      with Minnesota law. The Board of Directors is empowered, without stockholder
      approval, to issue this stock with rights that could adversely affect the voting
      power or other rights of the holders of common stock. In addition, the
      undesignated stock could be utilized, under certain circumstances, as a method
      of discouraging, delaying or preventing a change in control.





The
      Company does not presently intend to issue any additional shares of undesignated
      stock. Nevertheless, there can be no assurance the Company will not do so in
      the
      future.





WE
      MAY
      NOT BE ABLE TO COMPLY WITH THE SARBANES-OXLEY ACT





The
      enactment of the Sarbanes-Oxley Act in July 2002 created a significant number
      of
      new corporate governance requirements and additional requirements may be enacted
      in the future. Although we expect to implement the requisite changes to become
      compliant with existing and new requirements when they do apply to us, we may
      not be able to do so, or to do so in a timely manner.





-26-




IN
      THE
      EVENT THE SEC REVIEWS OUR FORM 10-KSB AND CONSOLIDATED FINANCIAL STATEMENTS
      INCLUDED THEREIN, IT MAY BE DETERMINED THAT INFORMATION DISCLOSED THEREIN MUST
      BE AMENDED





The SEC has not in the past reviewed our annual or quarterly financial
      statements. In the event that the SEC determines to review our financial
      statements the SEC Staff may determine that information contained therein must
      be modified, removed or amended, in whole or in part, including but not limited
      to, certain accounting issues and treatments, which could result in the
      restatement and/or adjustment of our financial statements for the years ended
      December 31, 2007 and December 31, 2006.  In the event we are required to
      make any such modifications, removals or amendments, including but not limited
      to, accounting adjustments, reclassifications and/or write-downs of a material
      amount of our assets, our results of operations for the restated periods could
      be materially adversely affected and our financial condition could be adversely
      affected.





THERE
      ARE
      LIMITATIONS IN CONNECTION WITH THE AVAILABILITY OF QUOTES AND ORDER INFORMATION
      ON THE OTCBB





Trades
      and quotations on the OTCBB involve a manual process and the market information
      for such securities cannot be guaranteed. In addition, quote information, or
      even firm quotes, may not be available. The manual execution process may delay
      order processing and intervening price fluctuations may result in the failure
      of
      a limit order to execute or the execution of a market order at a significantly
      different price. Execution of trades, execution reporting and the delivery
      of
      legal trade confirmation may be delayed significantly. Consequently, one may
      not
      able to sell shares of our common stock at the optimum trading
      prices.





THERE
      ARE
      DELAYS IN ORDER COMMUNICATION ON THE OTCBB





Electronic
      processing of orders is not available for securities traded on the OTCBB and
      high order volume and communication risks may prevent or delay the execution
      of
      one's OTCBB trading orders. This lack of automated order processing may affect
      the timeliness of order execution reporting and the availability of firm quotes
      for shares of our common stock. Heavy market volume may lead to a delay in
      the
      processing of OTCBB security orders for shares of our common stock, due to
      the
      manual nature of the market. Consequently, one may not able to sell shares
      of
      our common stock at the optimum trading prices.





PENNY
      STOCK REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF OUR
      SECURITIES





The
      SEC
      has adopted regulations which generally define a “penny stock” to be any equity
      security that has a market price (as defined) of less than $5.00 per share
      or an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      As a
      result, our shares of common stock are subject to rules that impose additional
      sales practice requirements on broker-dealers who sell such securities to
      persons other than established clients and “accredited investors”. For
      transactions covered by these rules, the broker-dealer must make a special
      suitability determination for the purchase of such securities and have received
      the purchaser's written consent to the transaction prior to the purchase.
      Additionally, for any transaction involving a penny stock, unless exempt, the
      rules require the delivery, prior to the transaction, of a risk disclosure
      document mandated by the SEC relating to the penny stock market. The
      broker-dealer must also disclose the commission payable to both the
      broker-dealer and the registered representative, current quotations for the
      securities and, if the broker-dealer is the sole market maker, the broker-dealer
      must disclose this fact and the broker-dealer's presumed control over the
      market. Finally, monthly statements must be sent disclosing recent price
      information for the penny stock held in the account and information on the
      limited market in penny stocks. Consequently, the “penny stock” rules may
      restrict the ability of broker-dealers to sell our shares of common stock and
      may affect the ability of investors to sell such shares of common stock in
      the
      secondary market and the price at which such investors can sell any of such
      shares.





-27-


Investors
      should be aware that, according to the SEC, the market for penny stocks has
      suffered in recent years from patterns of fraud and abuse. Such patterns
      include *:*





-
            control
                of the market for the security by one or a few broker-dealers that
                are
                often related to the promoter or
                issuer;


-
            manipulation
                of prices through prearranged matching of purchases and sales and
                false
                and misleading press releases;


-
            “boiler
                room” practices involving high pressure sales tactics and unrealistic
                price projections by inexperienced sales persons;


-
            excessive
                and undisclosed bid-ask differentials and markups by selling
                broker-dealers; and


-
            the
                wholesale dumping of the same securities by promoters and broker-dealers
                after prices have been manipulated to a desired level, along with
                the
                inevitable collapse of those prices with consequent investor
                losses.





Our
      management is aware of the abuses that have occurred historically in the penny
      stock market.





THERE
      IS
      A RISK OF MARKET FRAUD





OTCBB
      securities are frequent targets of fraud or market manipulation. Not only
      because of their generally low price, but also because the OTCBB reporting
      requirements for these securities are less stringent than for listed or NASDAQ
      traded securities, and no exchange requirements are imposed. Dealers may
      dominate the market and set prices that are not based on competitive forces.
      Individuals or groups may create fraudulent markets and control the sudden,
      sharp increase of price and trading volume and the equally sudden collapse
      of
      the market price for shares of our common stock.





THERE
      IS
      LIMITED LIQUIDITY ON THE OTCBB





When
      fewer shares of a security are being traded on the OTCBB, volatility of prices
      may increase and price movement may outpace the ability to deliver accurate
      quote information. Due to lower trading volumes in shares of our common stock,
      there may be a lower likelihood of one's orders for shares of our common stock
      being executed, and current prices may differ significantly from the price
      one
      was quoted by the OTCBB at the time of one's order entry.











THERE
      IS
      A LIMITATION IN CONNECTION WITH THE EDITING AND CANCELING OF ORDERS ON THE
      OTCBB





Orders
      for OTCBB securities may be canceled or edited like orders for other securities.
      All requests to change or cancel an order must be submitted to, received and
      processed by the OTCBB. Due to the manual order processing involved in handling
      OTCBB trades, order processing and reporting may be delayed, and one may not
      be
      able to cancel or edit one's order. Consequently, one may not able to sell
      shares of our common stock at the optimum trading prices.





INCREASED
      DEALER COMPENSATION COULD ADVERSELY AFFECT THE STOCK PRICE





The
      dealer's spread (the difference between the bid and ask prices) may be large
      and
      may result in substantial losses to the seller of shares of our common stock
      on
      the OTCBB if the stock must be sold immediately. Further, purchasers of shares
      of our common stock may incur an immediate "paper" loss due to the price spread.
      Moreover, dealers trading on the OTCBB may not have a bid price for shares
      of
      our common stock on the OTCBB. Due to the foregoing, demand for shares of our
      common stock on the OTCBB may be decreased or eliminated.





-28-


SHARES
      ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET





From
      time
      to time, certain of our stockholders may be eligible to sell all or some of
      their shares of common stock by means of ordinary brokerage transactions in
      the
      open market pursuant to Rule 144, promulgated under the Securities Act of 1933
      (Securities Act), subject to certain limitations. In general, pursuant to Rule
      144, a stockholder (or stockholders whose shares are aggregated) who has
      satisfied a one-year holding period may, under certain circumstances, sell
      within any three-month period a number of securities which does not exceed
      the
      greater of 1% of the then outstanding shares of common stock or the average
      weekly trading volume of the class during the four calendar weeks prior to
      such
      sale. Rule 144 also permits, under certain circumstances, the sale of
      securities, without any limitation, by our stockholders that are non-affiliates
      that have satisfied a two-year holding period. Any substantial sale of our
      common stock pursuant to Rule 144 or pursuant to any resale prospectus may
      have
      material adverse effect on the market price of our securities.





DIRECTOR
      AND OFFICER LIABILITY IS LIMITED





As
      permitted by Delaware law, our certificate of incorporation limits the liability
      of our directors for monetary damages for breach of a director's fiduciary
      duty
      except for liability in certain instances. As a result of our charter provision
      and Delaware law, stockholders may have limited rights to recover against
      directors for breach of fiduciary duty. In addition, our certificate of
      incorporation provides that we shall indemnify our directors and officers to
      the
      fullest extent permitted by law.







**Item
      2.**  **Description
      of Property**





We
      believe that our offices and other facilities are in good operating condition
      and adequate for our current operations and that additional leased space can
      be
      obtained on acceptable terms if needed.







**Headquarters**




We
      lease
      our corporate headquarters offices in Islandia, New York, which consists of
      approximately 5,700 square feet of space, under a lease that expires in
      July 2011.





MedLink
      leases additional 3,000 square feet of office space in Hyderabad, India:





This
      office is leased on a year to year basis with monthly lease payments of $525
      with the lease expiring and renewable in May of each year.






**Item
      3.**  **Legal
      Proceedings**





Other
      than the legal proceedings described below, the Company is not a party to any
      other material legal proceedings.





On
      January 11, 2006, a lawsuit was filed against the Company by its former counsel,
      Guzov & Ofsink, LLC, for the alleged failure to pay legal fees. This
      proceeding was commenced in the Supreme Court of the State of New York, County
      of New York. The plaintiff is seeking $157,718.80 in past legal fees plus
      interest. The Company intends to vigorously defend this suit and believes that
      it has meritorious defenses and counterclaims.







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





During
      the Calendar year of 2007 there was no submission of matter to a vote by the
      Company’s shareholders





-29-





**Part
      II**





**Item
      5.**  **Market
      for Common Equity and Related Stockholder Matters** .





The
      Company's common equity is quoted in the National Association of Securities
      Dealers over-the-counter Bulletin Board under the symbol MLKNA.OB. The high
      and
      low sales prices of the Company's common stock for each quarter within the
      last
      two fiscal years are set forth below. On August 15, 2001, the Company’s common
      stock was authorized for quotation on the over-the-counter Bulletin Board after
      being delisted in 2000. At most times during the last two fiscal years, trades
      in the Company’s common stock were sporadic and therefore, published prices may
      not represent a liquid and active trading market which would be indicative
      of
      any meaningful market value.


High
              
              Low1stQuarter 2006 -
              
              $
              0.98
              
              $
              0.172ndQuarter 2006 -
              
              $
              1.01
              
              $
              0.213rdQuarter 2006 -
              
              $
              0.80
              
              $
              0.214thQuarter 2006 -
              
              $
              0.95
              
              $
              0.211stQuarter 2007 -
              
              $
              0.97
              
              $
              0.272ndQuarter 2007 -
              
              $
              2.04
              
              $
              0.723rdQuarter 2007 -
              
              $
              1.50
              
              $
              0.864thQuarter 2007 -
              
              $
              1.74
              
              $
              1.011stQuarter 2008 -
              
              $
              1.50
              
              $
              0.71





The
      above
      quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission and may not represent actual transactions. The source of the above
      quotations is Google Finance.





The
      Company also has a secondary listing for its class A common shares on the
      Berlin-Bremen stock exchange and trades under the symbol WM6A, and has a trading
      platform for its Class B common shares that trades under the symbol WM6B on
      the
      Frankfurt Stock Exchange, Xetra and Berlin Bremen Stock Exchanges.




As
      of
      December 31, 2007 there were 1019 holders of record of our Class A commons
      stock
      in addition to those who hold shares in street name.





As
      of
      December 31, 2007 there were 0 holders of record of our Class B common stock
      in
      addition to those who hold shares in street name..





No
      dividends have been declared by the Company during the last two fiscal years.
      There are no restrictions which affect or are likely to affect the Company's
      ability to pay dividends in the future. The Company intends to retain its future
      earnings, if any, for reinvestment into the Company.




Equity
      Compensation Plan Information




The
      following table contains information concerning the Company's only existing
      equity compensation plans which cover certain officers, employees and
      consultants. Each of the officers and consultants entered into an agreement
      with
      the Company for the provision of services which obligates the Company to pay
      option compensation.




-30-


Plan category
              
              Number of securities to be issued upon exercise of outstanding options, warrants and rights
              
              Weighted average exercise price of outstanding options, warrants and rights
              
              Number of securities remaining available for future issuance(a)
              
              (b)
              
              (c)Equity
                  compensation plans approved by security holdersEquity
                  compensation plans not approved by security holders (1)
              
              
              2,000,000
              (2,)
              $
              0.415
              
              
              3,000,000
                  (1
                10,482,944
                  (1
              )
                )Total
              
              
              2,000,000
              
              
              
              
              
              17,319,774




(1)  On
      January 1, 2006, the Company entered into an employment agreement with Mr.
      Vuono
      for him to serve as the Company’s Chief Executive Officer. The term of the
      agreement is for five years and it provides for a salary of $130,000 in cash
      compensation. Mr Vuono has agreed to accept shares in lieu of his salary which
      amounted to 955,833 shares in 2006. In January of 2007, the board of Directors
      approved a 20% raise in Mr. Vuono’s salary to $156,000 which Mr. Vuono has the
      option to take in stock compensation lieu of cash. Pursuant to the employment
      agreement Mr. Vuono is to receive 480,000 options of the Company’s common stock
      on the first business day of the year at an exercise price equal to the fair
      market value of the Company’s common stock on that date. The options are to have
      a ten-year term. The common stock and options each have a two year vesting
      period during which they will be forfeited if Mr. Vuono is terminated for cause
      or leaves the Company prior to the end of the term. The vesting period is
      accelerated in the event of a change in control of the Company.




On
      January 1, 2006, the Company entered into an employment agreement with Mr.
      Rose
      for him to serve as the Company’s Chief Financial Officer. The term of the
      agreement is for five years and it provides for a salary of $110,000 in cash
      compensation. Mr. Rose has agreed to accept shares in lieu of his salary which
      amounted to 808,824 shares in 2006. In January of 2007, the board of Directors
      approved a 20% raise in Mr. Rose’s salary to $132,000 which Mr. Rose has the
      option to take in stock compensation lieu of cash. Pursuant to the employment
      agreement Mr. Rose is to receive 400,000 options of the Company’s common stock
      on the first business day of the year at an exercise price equal to the fair
      market value of the Company’s common stock on that date. The options are to have
      a ten-year term. The common stock and options each have a two year vesting
      period during which they will be forfeited if Mr. Rose is terminated for cause
      or leaves the Company prior to the end of the term. The vesting period is
      accelerated in the event of a change in control of the Company.




-31-




On
      January 1, 2006, the Company entered into an employment agreement with Mr.
      Kim
      for him to serve as the Company’s Chief Technology Officer. The term of the
      agreement is for five years and it provides for a salary of $32,000 in cash
      compensation. Mr. Kim has agreed to accept shares in lieu of his salary which
      amounted to 235,294 shares in 2006. In January of 2007, the board of Directors
      approved a 20% raise in Mr. Kim’s salary to $38,400 which Mr. Kim has the option
      to take in stock compensation lieu of cash. Pursuant to the employment agreement
      Mr. Kim is to receive 120,000 options of the Company’s common stock on the first
      business day of the year at an exercise price equal to the fair market value
      of
      the Company’s common stock on that date. The options are to have a ten-year
      term. The common stock and options each have a two year vesting period during
      which they will be forfeited if Mr. Kim is terminated for cause or leaves the
      Company prior to the end of the term. The vesting period is accelerated in
      the
      event of a change in control of the Company.




(2)
      Consists of the following number of options held by the following persons which
      were received pursuant to the agreements set forth above:





Jameson
                Rose
            
            
            400,000Ray
                Vuono
            
            
            480,000Dr.
                Michael Carvo
            
            
            0Konrad
                Kim
            
            
            120,0001,000,000





(3)  Consists
      of the following number of shares of common stock which can be issued to the
      following persons in 2007, 2008, 2009 and 2010 pursuant to their employment
      agreements dated January 1, 2006:


Salary
              
              Salary
              
              Salary
              
              Salary2007
              
              2008
              
              2009
              
              2010Ray
                  Vuono
              
              
              1,147,000
              
              
              1,376,400
              
              
              1,651,680
              
              
              1,982,016James
                  Rose
              
              
              970,589
              
              
              1,164,707
              
              
              1,397,648
              
              
              1,677,177Konrad
                  Kim
              
              
              282,354,
              
              
              338,824
              
              
              406,585
              
              
              487,907Totals
              
              
              2,399,943
              
              
              2,879,931
              
              
              3,455,913
              
              
              4,147,100


(4)
      Consists of the following number of shares of common stock options which can
      be
      exercised by the following persons in 2007, 2008, 2009 and 2010 pursuant to
      their employment agreements dated January 1, 2006:





Options
            
            Options
            
            Options
            
            Options2007
            
            2008
            
            2009
            
            2010Ray
                Vuono
            
            
            480,000
            
            
            480,000
            
            
            480,000
            
            
            480,000James
                Rose
            
            
            400,000
            
            
            400,000
            
            
            400,000
            
            
            400,000Konrad
                Kim
            
            
            120,000
            
            
            120,000
            
            
            120,000
            
            
            120,000Totals
            
            
            1,000,000
            
            
            1,000,000
            
            
            1,000,000
            
            
            1,000,000






Recent
      sales of unregistered securities





In
      January 1, 2006, the Company entered into new employment agreements with Ray
      Vuono, James Rose, and Konrad Kim. The individuals will serve as the Company’s
      Chief Executive Officer, Vice President and Chief Technical Officer. The term
      of
      the agreements are for five years and provides for cash compensation for a
      total
      of $272,000 per year, however, the three employees have agreed to accept
      approximately 2,000,000 shares of the company’s restricted common stock in lieu
      of cash compensation. In addition the employees will receive an option to
      purchase each year 1,000,000 shares of the Company’s common stock. The exercise
      price of the options shall be the fair value market value of the common stock
      on
      the date granted to the employee. The options expire in ten years. The common
      stock and options each have a two year vesting period during which they will
      be
      forfeited if the employee if terminated for cause or leaves the Company prior
      to
      the end of the term. The vesting period is accelerated in the vent of a charge
      in control of the Company.





-32-


In
      2006,
      the Company entered into various subscription agreements with Jerry Bermensolo
      for private placements in the amount of $570,000 to purchase 2,904,323 shares
      of
      the Company’s stock for an average purchase price per share of $.196 a
      share.





In
      2006,
      the Company issued 580,000 shares of the Company’s stock in exchange for
      consulting services and marketing services to various consultants. The shares
      were valued at the closing stock price of the Company’s common shares on the
      dates of the agreements.





In
      October 2006, the Company issued 1,640,000 shares of the Company’s class B Stock
      in exchange for consulting services, relating to assisting the Company in
      investment banking, investor relations, business development and aligning
      strategic alliances for the purposes of introducing the MedLink EHR to the
      European market. These shares were valued at $.177. In addition, in 2006 this
      consultant exercised 610,000 shares of the Company’s class B options at a price
      of $.177.








For
      the
      year ended December 31, 2007, the Company entered into subscription agreements
      for private placements in the amount of $1,127,831 to purchase 4,956,876 shares
      of the Company’s stock. As of December 31, 2007, the balance due under the
      subscription agreements was $100,000, which has been shown as a reduction in
      equity on the Statement of Stockholders’ Deficit. This remaining balance due
      represents approximately 439,000 shares.




For
      the
      year ended December 31, 2007, the Company issued 50,000 shares of the Company’s
      stock in exchange for consulting services. The shares were valued at the closing
      price of the Company’s common shares on the date of the agreement.





In
      the
      first quarter of 2007, two stockholders exercised their options to purchase
      1,480,000 shares of the Company’s stock for $251,600.





The
      Company has employment agreements with three individuals. The individuals serve
      as the Company’s Chief Executive Officer, Vice President and Chief Technical
      Officer. The term of the agreements are for five years and provides for cash
      compensation for a total of $272,000 per year, however, the three employees
      have
      agreed to accept 2,000,000 shares of the company’s restricted common stock in
      lieu of cash compensation. The three individuals received a 20% raise for 2007,
      resulting in cash compensation of $326,400 and agreed to accept 2,400,000 shares
      of the Company’s common stock. The executives also received an option to
      purchase 1,000,000 shares of the Company’s common stock. The exercise price of
      the options shall be the fair value market value of the common stock and options
      each have a two year vesting period during which they will be forfeited if
      the
      employee is terminated for cause or leaves the Company prior to the end of
      the
      term. The vesting period is accelerated in the event of a change in control
      of
      the Company.




-33-


**Item
        6.** ****  **Management's
        Discussion and Analysis or Plan of Operation**
 
 **Introduction:**
 2007
        represented a banner year for MedLink as the Company released its MedLink
        EHR
        TotalOffice 3.0 and made the transformation to a sales organization from
        that of
        a development company. In conjunction with the installation of more than
        200
        MedLink TV’s in 7 states, 300+ MedLink EHR lite installations, and sales of the
        MedLink EHR and Autodoc resulted in more than 2400% revenue growth from 2006
        to
        2007 for MedLink international.
 
 The
        Company has executed on its plan to partner with large medical associations
        and
        in recent months has earned the endorsement of some of the most esteemed
        medical
        socities in the country including: the Texas Medical Association, the New
        York
        County Medical Society and three other large county societies in New York.
        Additional Medical Socities in various states have also reached out to MedLink
        and we are at various stages of the endorsement process with these
        associations.
 
 We
        expect
        2008 to be a banner year for MedLink. There are currently more than 200 MedLink
        TV’s installed in 7 states and we are receiving more requests for MedLink TV
        than our current installation infrastructure can accommodate. However, we
        are
        continuing to increase efficiencies in the installation process and will
        be
        adding to the installation staff in New York . In addition, we will be opening
        a
        distribution office in Dallas, Texas in May of this year to accommodate the
        1,800 screens that the Texas Medical Association has committed to by the
        end of
        2008. In addition, MedLink TV has hit a critical mass milestone with MedLink
        TV
        accumulating more than 300,000 viewers a month and growing rapidly. With
        2,000
        screens installed by year end, MedLink TV’s will have more than 2.5 million
        viewers a month rivalling that of some smaller cable channels but with the
        adavntage of a much more valuable advertising demographic. MedLink recently
        signed a representation agreement with SeeSaw Networks, the largest digital
        signage advertising agency in the country upon realization of the criticall
        mass
        and have begun to attract national advertisers.
 
 MedLink
        recently partnered with LabTest to create a MedLink EHR offering to labs
        across
        the country. LabTest is a leader in the electronic ordering and delivery
        of lab
        orders/results, and its web-based system is currently utilized by more than
        43,000 physicians each month. The integration of the MedLink EHR and Labtest
        is
        complete, and the two companies are in discussions with labs in New York,
        Texas,
        and Virginia to sponsor the MedLink EHR TotalOffice to their referring
        physicians as a competitive advantage to competing labs. MedLink expects
        this
        relationship to significantly drive sales of the MedLink EHR.
 
 MedLink
        as of Dec 31, 2006 had 11 employees, in 2007 our growth resulted in additional
        hiring and now have 29 employees split between New York, California, and
        Hyderabad, India. The Company expects significant growth in 2008 as the R&D
        expenditures and business development since 2005 come to fruition and generate
        significant sales for the company.
  **Business
        Overview**
 
 MedLink
        International, Inc. (“MedLink” or the “Company”) is headquartered in Islandia,
        New York. The Company is in the business of selling, implementing and supporting
        software solutions and hardware that give healthcare providers 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.
        MedLink offer its services as stand-alone, combined or enterprise-wide systems.
        The Company’s flagship product the *MedLink
        TotalOffice EHR* *®* ** software
        enables physicians to utilize one solution to handle all of their practice
        management needs from scheduling, to practice management, to medical billing
        in
        an all in one user friendly application.


-34-


**The
        MedLink Vision:**
  The
        goal
        of MedLink International is to create the largest hub for Personal Health
        Records in the United States. MedLink plans to achieve this by meeting its
        stated mission statement below.
  MedLink
        will offer the medical community applications and services that it believes
        will
        ease accessibility to information related to patient care through the creation
        of a secure digital environment, while making it accessible to institutions
        both
        large and small at an affordable price in order to achieve the highest level
        of
        participation.
  MedLink
        is dedicated to creating and providing the digital backbone for the delivery
        of
        enhanced medical services to healthcare professionals worldwide through a
        suite
        of network, communication, management, financial and value-added solutions
        through the utilization of its Virtual Private Network (MedLink VPN). The
        VPN
        connects the healthcare professionals with vital information and key resources
        creating efficiencies and thereby achieving optimal, real-time delivery of
        patient information.
  MedLink
        is driven by its vision of creating a national, paperless, healthcare hub,
        combining the wisdom of healthcare professionals and the latest in integrated
        technology to provide solutions for the current and future challenges facing
        the
        healthcare industry. MedLink is determined to become the global leader that
        physicians and healthcare professionals will turn to for real-time,
        cost-effective access to a myriad of patient information at the touch of
        a
        button.
  **MedLink
        Solutions & Services**
  **MedLink
        TotalOffice EHR**
  MedLink *TotalOffice
        EHR* integrates scheduling, patient registration, billing, document management,
        messaging, encounter notes, e-Prescribing and e-Labs into one practice
        management solution. MedLink *TotalOffice* contains
        all patients’ demographic information, including notes, appointments, lab
        results, history of visits, as well as all insurance and financial information. *TotalOffice* centralizes your patient medical records and streamlines the diagnostic and
        treatment processes while allowing you to manage patient’s insurance and
        co-payment information and establish a simple workflow for generating and
        submitting accurate bills, dramatically reducing insurance company
        rejections.
 
 *Scheduling*
 ·
            Easy
                to use ·
            Color
                Coding Appointments easy to track status of patients from check in
                to
                check out ·
            Adjustable
                time slots mirror the way you work today. ·
            Remote
                Access......able to review schedule day and
                night ·
            Integrated
                with patient records....less chart pulls ·
            Integrates
                multiple physicians at multiple locations.....see schedule for all
                locations.....coordinate schedules for all
                locations ·
            Ability
                to set physicians schedule........eliminates scheduling
                conflicts ·
            Efficiency
                = More Patient Visits = $$$$ 
 *Patient
        Registration & Demographics*
 ·
            All
                demographic information captured on single
                screen ·
            Easily
                scan all pertinent documents including
                insurance card, right fromregistration
                screen ·
            Collect
                all insurance information, including
                co-pays ·
            Take
                picture of patient ·
            Create
                contact list


-35-
 
 *Patient
          Chart*
 ·
              Easy
                  entry of all vitals and patient histories ·
              Record
                  of all Visits and Frequent complaints ·
              Allergies
                  and Alerts ·
              Immunization
                  records.......includes common schedules ·
              History
                  of Laboratory results ·
              Create
                  Care Plans for chronic illnesses 
 *Encounter
          Notes & Templates*
 ·
              Easily
                  create your own templates to mirror the way you currently work
                  and
                  eliminate repetitive tasks ·
              Simple
                  point and click entry ·
              Hundreds
                  of existing templates to choose from ·
              Incorporate
                  all patient information into final note 
 *Billing*
 ·
              One
                  interface for managing claims from start to
                  finish ·
              EOB’s
                  can be entered quickly and easily ·
              Accounts
                  receivables can be managed for optimal
                  recovery ·
              Coding
                  can be done at point of care, or post
                  visit ·
              Updated
                  CPT database ·
              Commonly
                  used code list improves speed and
                  efficiency ·
              Completely
                  integrated with EHR.......no duplicate entry ·
              Complete
                  tracking tools and reporting ·
              Partnership
                  with billing clearinghouses allows for electronic
                  submission 
 *Document
          Management*
 ·
              Capture,
                  manage & share documents with the touch of a
                  button ·
              Patient
                  records are filed directly into their EHR for easy
                  retrieval ·
              Provides
                  the easiest, most inexpensive way to bridge the gap and move to
                  a fully
                  integrated, completely paperless electronic health record. 
 *e-Prescribing*
 ·
              Create
                  prescriptions quickly and easily ·
              Improves
                  patient safety ·
              Reduce
                  adverse drug interactions ·
              Ensure
                  correct dosages ·
              Improve
                  formulary compliance 
 *e-Labs*
 ·
              Organize
                  hospital and laboratory reports electronically in a single location ·
              Receive
                  on-screen notification of unviewed reports, including alerts for
                  abnormal
                  reports that are out of range ·
              Save
                  lab reports as part of Patient Record, for easy viewing and retrieval ·
              Streamline
                  reports delivery to a single manageable process ·
              Access
                  reports securely from any internet connection ·
              Securely
                  forward patient’s lab reports to affiliated
                  physicians 
 *Reporting*
 ·
              Billing
                  Reports (A/R, aging, by payor, etc...) ·
              Patient
                  Statements ·
              Patient
                  Lists




-36-


*Secure
        Messaging*
 ·
            Secure
                messaging system for internal and external
                email ·
            HIPAA
                Compliant communication ·
            Notifies
                you of prescription renewal requests and pending lab
                results 
 *Remote
        Access*
 ·
            MedLink
                EHR is fully accessible form any site with internet access, using
                the
                HIPPA compliant MedLink Virtual Private
                Network 
 *Disaster
        Recovery*
 ·
            All
                records are backed up in our secure data facility (see more information
                below) 
 Training
        and Ongoing Support
 
 MedLink
        believes in the “evolutionary” approach to implementing EHR, whereby we create a
        roadmap for practices to help them achieve their goals with regard to Electronic
        Health Records, e-Prescribing, Document Management, HIPAA Compliance,
        etc........while minimizing or even eliminating any disturbance to the normal
        workflow within the office. We offer simple, easy to use tools which can
        dramatically improve efficiency within many practices, while ultimately allowing
        physicians to generate more revenue and cut costs By supplying continuing
        education and on site training, as well as real time support, we are able
        to
        assist practices in adopting these very valuable tools, at a pace that is
        comfortable for both physician & staff.
 
 Dollars
        & Sense
 
 ·
            *Minimize
                the cost of maintaining records and storing patient charts and
                files* ·
            *Reduce
                the number of staff members required to support traditional paper
                medical
                record activities* ·
            *Decrease
                spending on supplies, courier services and physical
                space* ·
            *Improve
                reimbursement via access to a complete medical record, more detailed
                documentation* ·
            *Increase
                cash recovery via faster access to medical records and more comprehensive
                accounts receivable tools* ·
            *Accelerate
                the claims and accounts receivable
                processes* ·
            *Reduce
                the costs of HIPAA compliance* ·
            *Minimizes
                resources required for order entry and report handling* ·
            *Eliminates
                work that has to be redone due to inaccurate insurance, test codes,
                etc.,
                on orders* ·
            *Collects
                information required for secondary and tertiary insurance coverage,
                and
                provides easy tools for crossover and rebill* 
 **MedLink
        Virtual Private Network (VPN)**
 
 The
        MedLink Virtual Private Network (“MedLink VPN”) allows subscribing doctors to
        securely communicate with other physicians and remotely access and retrieve
        patient records, lab results, X-Rays, CAT Scans and other Personal Health
        Information (PHI). The MedLink VPN provides data security compliant with
        Title
        II, Part C of the Health Insurance Portability and Accountability Act of
        1996
        (“HIPAA”), and a system for secure delivery of radiological images, allowing for
        the delivery of radiological images without film. MedLink proprietary PACS
        viewer also allows for manipulation of radiological images. The MedLink VPN
        offers the highest level of security available in the Health Information
        Technology (“HIT”) industry. Utilizing the MedLink VPN, different networks in
        different locations can be tied into a single private network. Software
        applications can be centralized and made available to certain users and not
        others depending on your security protocols. Essentially, the MedLink VPN
        allows
        you to customize public and private areas within your organization. The MedLink
        VPN also incorporates streaming video technology, allowing for remote viewing
        of
        procedures or delivery of continuing education or training materials by a
        hospital to its doctors and staff, and communications software allowing for
        secure messaging among hospital personnel.




-37-
 
 **MedLink
          EHR Lite**
  The
          MedLink EHR Lite works in conjunction with the MedLink EHR for referring
          physicians to view radiology reports and images, submit and receive lab
          results
          and to prescribe medications electronically.  The referring physicians of
          Radiology Centers and Labarotories affiliated with MedLink will utilize
          the
          MedLink EHR Lite free of charge to view current and past reports on their
          patients enabling them to generate a more accurate electronic health record
          of
          their patients as well as the ability to e-precribe medications for those
          patients. The seamless integration into a patient's electronic health
          record is unique to MedLink and MedLink hopes to make the process the
          standard moving forward for the delivery of reports and images from radiology
          centers.  The MedLink EHR Lite will help to speed the diagnostic
          process and significantly reduce patient wait times.
  MedLink
          utilizes a Lite version of the MedLink EHR, which includes the following
          features to referring physicians of Radiology Centers and Labs affiliated
          with
          MedLink. The free features include: scheduler, patient demographics, messaging
          center and radiology reports and associated images, e-prescription, and
          lab
          ordering and electronic lab results. With less than 15% of american physicians
          utilizing EHR technology, the MedLink EHR Lite version alleviates a lot
          of the
          data entry associated with implementing an EHR system whereby patient
          demographics are automatically derived from the radiology centers information
          system.
 
 The
          MedLink EHR Lite version, which is provided free to eligible physicians,
          currently more than 80,000, will display pharmaceutical and other relevant
          advertising on the log-in and home page of the application. This offers
          advertisers a unique opportunity to reach a specific demographic for their
          advertising content directly on the physician’s desktop, as well as an
          additional revenue stream for the Company.
  MedLink
          will offer its full suite of MedLink EHR products, such as the MedLink
          DocManager, MedLink Billing, Notes and other related services that start
          at
          $299/month per practice to the MedLink EHR Lite users.
 .
 **MedLink
          DocManager**
  MedLink
          DocManager is completely integrated with the MedLink EHR which allows physicians
          to capture, manage and share documents with the touch of a button. MedLink
          DocManager is scalable to all levels of use from a single physician's office
          to
          a large hospital. It helps eliminate hours spent filing and retrieving,
          as well
          as the cost of copying, storing and shipping records. MedLink DocManager
          utilizes bar code technology to seamlessly attach the scanned documents
          to a
          patient's medical record.
  **MedLink
          Billing**
  MedLink
          Billing is a proprietary medical billing software solution for the medical
          community that works seamlessly with the practice management tools of the
          MedLink EHR with seamless transmission of data from one solution to the
          other.  MedLink Billing in conjunction with its partners Emdeon and
          I-Plexus allows for the physicians to electronically submit claims to
          payors and receive associated reports.
  MedLink
          Billing is a complete claims management solution, which assists a physician
          in
          managing its patients' insurance and co-pay information while establishing
          a
          simple work flow for generating and submitting more accurate bills. This
          software enables the physician to reduce insurance company rejections and
          speed
          up the collection of the accounts receivable of the physician's practice.
  In
          addition, MedLink Billing allows MedLink to offer to medical practices
          one
          solution to help manage their business. The application which runs locally,
          utilizes the HIPAA security measures afforded by the MedLink VPN, and is
          fully
          integrated with all other functions to prevent having to enter the same
          data
          multiple times.


-38-


**MedLink
        TV**
 
 In
        March
        of 2007, the Company announced the launch of MedLink TV with its strategic
        partner Dynatek Media. Whereby MedLink TV will deploy 40” LCD screens in the
        waiting rooms of medical offices and clinics. MedLink TV will comprise one
        of
        the foremost out-of-home broadcast networks reaching a captive audience of
        consumers.
 
 In
        the
        past 6 months, the MedLink TV intiative has received endorsements from major
        medical socities including Texas Medical Association, New York County Medical
        Socities and a host of other county medical societies. The endorsement have
        been
        overwhelmingly positive with more request coming in daily than our current
        capacity to install. Currently there are just over 200 MedLink Tv installations
        in 7 seven states, with projections of 2,300 installations by the end of
        2008,
        of which 1,800 will be in Texas.
 
 MedLink
        TV offers advertisers a unique channel and innovative approach to reaching
        consumers, in the waiting rooms of physician’s offices and outpatient clinics,
        while they wait for medical visits and procedures. The network balances
        informational and advertising content with dynamically delivered, informative,
        educational and entertaining programming with a focus on health issues and
        well-being.
 
 MedLink
        TV recently signed an advertising agency agreement with SeeSaw Networks,
        which
        is the largets national digital signage ad placement agency and received
        a
        letter of commitment from Omnicom, one of the largest advertising agencies
        in
        the world.
 
 MedLink
        TV provides advertisers and specifically pharmaceutical companies with a
        captive
        audience of consumers, who are focused on health issues during the time they
        spend waiting for medical appointments. According to studies by Arbitron,
        Nielsen, and other market research companies, digitally delivered alternative
        media has been shown to have substantially higher recall rate than that of
        traditional media, such as print, radio, television and static
        billboards.
  **Advertising**
  MedLink
        will be offering a Lite version of the MedLink EHR to participating Radiology
        centers.  The goal is for the physicians to utilize the MedLink EHR to
        receive radiology reports and images, lab results and to write prescriptions
        electronically and become familiar and comfortable with the MedLink EHR and
        to
        eventually purchase a full version and other related services such as
        e-prescription and the MedLink DocManager.
  The
        Lite
        version of the MedLink EHR will mirror the functionality of the full version
        but
        the physician will be locked out of key features until they become a paying
        subscriber.  While MedLink plans to convert many of the 40,000 physician
        offices into paying subscribers, full penetration is unrealistic.  For
        those Lite version users only, MedLink has partnered with DynaTek who
        specializes in supplying advertisement space to advertisement vendors such
        as
        pharmaceutical companies that aim to specifically target physician
        offices.
  **MyMedLinkChart.com**
  Physicians
        are the key to helping patients create and manage their personal health records.
        That’s what we believe at MedLink International and that’s what makes our
        personal health record solution so different.......it encourages the sharing of
        information between doctor and patient with the goal of, what the American
        College of Physicians and the American Academy of Family Physicians have
        called
        a collaborative effort in bringing Patient Health Records, Electronic Medical
        Records and other technologies into the office to support an ongoing
        patient-physician relationship.


-39-




The
      Department of Health & Human Services encourages the use of Personal Health
      Records (PHRs): *"Once
      equipped with the information about their health and health care choices,
      consumers will be empowered to co-manage their health and participate actively
      in decisions about their care."*


Personal
        health record systems are more than just  static
        repositories for patient data; they combine data, knowledge,  and
        software tools, which help patients to become active participants  in
        their
        own care.
 
 When
        PHRs are integrated with a physician’s electronic  health
        record systems, they provide far greater benefits than stand-alone systems
        for
        consumers.
 
 Some
        of
        the benefits of Personal Health Records are:
  ·
            **Improved
                Quality of Care.**Patient information would be readily available for clinicians at
                the point
                of care and would help patients improve their own care.  ·
            **Improved
                patient-provider relationships.**PHRs improve communication between patients and clinicians, allow
                documentation of interactions with patients and convey timely explanations
                of test results.  ·
            **Cost
                savings.**Improved documentation and more efficient exchanges of information
                between
                doctor and patient can reduce operating costs as well as malpractice
                premiums  **Status
        of Operations**
 
 MedLink
        has received endorsements from some of the largest and most influencial medical
        socities in the country, including: The Texas Medical Association, The New
        York
        County Medical Society, The Bronx County Medical Society, the County of Queens
        Medical Society and Suffolk County Medical Society. MedLink has installed
        more
        than 200 MedLink TV’s, 300 MedLink EHR Lite installations, and 3,000 AutoDoc
        installations.
 
 The
        MedLink Remote PACS has been installed in just over 50 radiology centers
        in
        California, New York, New Jersey and Florida. MedLink is actively approaching
        other Radiology Centers and Labs in the U.S. and expects to have more than
        200
        radiology centers across the U.S. utilizing the MedLink EHR Lite version
        to
        deliver their radiology reports and images to their referring physician base.
        Currently the referring physician base that can utilize the MedLink EHR Lite
        version to access their reports and images and lab results is a little more
        than
        82,000, representing nearly 20% of all U.S. based physicians. The Company
        is
        expanding its installation team to accommodate the requests for
        installations.
 
 The
        Company announced in 2007 a co-marketing agreement with Eastman Kodak Company,
        one of the largest company’s in the Healthcare IT arena that has installations
        in almost 95% of all healthcare facilities in the U.S. Under the terms of
        the
        agreement MedLink and Kodak will jointly market each others products and
        services to their current and future customer base. MedLink and Kodak are
        jointly working on their first project together at Mt. Sinai, whereby MedLink
        and Kodak will backup Mt. Sinai’s radiology information and utilize the MedLink
        EHR Lite version to deploy their images and reports to their referring physician
        base.
 
 MedLink
        will actively market the users of the MedLink EHR Lite version to upgrade
        to the
        full version or parts thereof. Such as billing, practice management, e-labs,
        and
        e-prescription. MedLink’s sales force will also actively market to these
        physicians the MedLink TV and plans to have 2,300 installation by the end
        of
        2008. The Company projects that advertising revenue from the 2,300 screens
        will
        net the Company over $1 million a month and is shifting a lot of its attention
        to a more of an ad revenue approach in addition to sales of the MedLink EHR
        and
        related services.
 
 -40-
  **PLAN
        OF OPERATION**
  The
        ambulatory EHR market has evolved into three tiers based on number of providers
        -- small (under 5), medium (5 to 20) and large (over 20). MedLink's strategy
        is
        to concentrate on the small to medium size practices, and provide them with,
        as
        our marketing material says, a Simple, Secure, Affordable solution. We
        anticipate the majority of those sales to be generated by our sales force
        meeting directly with physicians and office managers and presenting our
        solutions.
  Direct
        sales of the MedLink EHR will come from salespeople going directly into the
        physician's offices and presenting our products and services. Salespeople
        will
        be trained in "solution selling", which will focus on:
  ·
            Fully
                understand each physician's critical business issues ·
            Identify
                the real influencers in the decision process ·
            Identify
                physician's "drivers" and "hot buttons" ·
            Effectively
                demonstrate our software ·
            Finalize
                sale  Salespeople
        will be given territories of between 300 and 500 practices, with the expectation
        that they will penetrate 10-15% annually in the first 3 years. The expected
        sales process consists of the following stages:
  ·
            Initial
                contact / Needs Assessment ·
            Proposal
                / Demo ·
            Contract  The
        average sales cycle for physicians making this type of purchase is between
        30
        and 90 days, depending on number of appointments necessary and physician
        availability.
  In
        addition to the frontline sales people, the direct sales channel will be
        supported with implementation specialists and trainers.
  Leads
        will be generated from a variety of sources, including:
  Physician
        databases
  Strategic
        partnerships: MedLink's plan of integration with Hospitals, Imaging Centers,
        laboratories, etc......offers many exciting opportunities for cross marketing.
        The best example of this is our relationship with Doshi Diagnostic. Doshi
        has a
        sales force of over 100 people, whose main responsibility is managing existing
        relationships with physicians. One of the main reasons for the integration
        is
        Doshi's belief that by using MedLink's tools, their physicians become better
        and
        more loyal customers for their service. MedLink will be training this motivated
        sales force, to uncover opportunities within their account base.
  Direct
        Mail: Many of our partnerships also provide opportunities for direct mail
        campaigns. One illustration would be our partnership with Emdeon, one of
        the
        most respected names in healthcare today. They have offered to send a direct
        mail piece, highlighting MedLink's ePrescription solution, listing MedLink
        as an
        Emdeon partner, and providing our phone number and website for physicians
        interested in further information
  Website:
        As physicians become more and more comfortable with searching the internet,
        our
        website will likely generate significant leads as well. We are currently
        working
        with the large search engines to insure our positioning for relevant
        searches
  -41-
 CCHIT
        Certification: MedLink has requested, and been granted, to be certified by
        CCHIT. We have completed the first stage, and should have final certification
        by the summer of 2007. Government leaders believe certification will help
        accelerate EHR adoption and lead to interoperability - the ability of EHRs
        and
        other health information systems to communicate with one another. The
        Administration plans to put its muscle behind certification. Michael Leavitt,
        Secretary of the Department of Health and Human Services, said that when
        amendments to the Stark regulations are announced in the near future, they'll
        specify that, in order for hospitals to help doctors acquire EHRs, they'll
        have
        to be interoperable, certified products. And he stated at the July press
        conference, "If people want to do business with [the federal government]
        in the
        long term, they need to achieve a level of interoperability, and it needs
        to be
        certified as such." To qualify for EHR certification this year, vendors had
        to
        meet more than 300 criteria devised by the Commission's diverse stakeholders,
        including physicians, medical societies, vendors, and payers. Most of the
        requirements concerned EHR functionality, security, and
        reliability.
  CCHIT
        maintains lists of certified EHR's on their website, with links to those
        companies, so this will generate many leads as well
  DOQ-IT:
        Much as it is doing with CCHIT, the government continues to provide tools
        and
        incentives to encourage EHR adoption. One of these tools is a program called
        DOQ-IT, which provides free consultation services to physicians seeking to
        adopt
        EHR technology. The DOQ-IT program, while still in its infancy, has already
        assisted close to 1,000 physicians in implementing EHR's. As a CCHIT certified
        EHR, MedLink will be included in their list of preferred vendors which they
        have
        posted on their website, and who they suggest to physicians.
  Trade
        Shows
  Referrals:
        The physician community is generally a tight knit group that generally shares
        information about products and services. Referrals from existing clients
        will
        likely make up a large percentage of new sales
  In
        accordance with the review and audit by the Company’s independent registered
        public accounting firm Jewett, Schwartz & Associates. Jewett Schwartz &
Associates have expressed concerns about the Company’s continued existence as a
        going concern. Currently the Company has no revenues and, as such, may have
        to
        rely on funding from its management and outside sources until such time as
        it
        begins to generate revenue sufficient to cover its operating costs and expenses.
        Over the past three years, the Company has shifted its focus away from its
        answering service business in favor of concentrating on the development of
        its
        MedLink VPN and MedLink EHR products. Management believes that when brought
        to
        market the Company’s products will be able to compete in the multi-billion
        dollar HIT industry. The products are currently being beta-tested in several
        physician’s practices, radiology centers, and hospitals nationwide. Management
        has determined to delay full release of these products pending completion
        of all
        beta-testing due to its belief that a fully tested, fully functional product
        released in the future will enhance the Company’s reputation and ability to
        generate revenues; however, until the Company begins to realize significant
        revenues to sustain its operations, it may have to rely on contributions
        or
        loans by management, sales of its debt or equity securities or bank loans
        to
        finance its operations and research and development.
 
 As
        discussed in this report, the Company has signed several contracts with
        hospitals and radiology centers in various parts of the US. To date, management
        believes that the results of beta-testing of installations at these facilities
        and the feedback received from these centers are positive. Additionally,
        management believes the Company will be able to generate future revenue from
        the
        MedLink VPN and MedLink EHR sufficient to cover its operational cost and
        expenses.
 
 **Healthcare
        Information Technology Market**
 
 There
        are
        several trends the Company believes create a positive market environment
        for
        HIT.
 Healthcare
        spending continues to expand. The nonpartisan Congressional Budget Office
        projects that, if left unchecked, total spending on healthcare in the United
        States would rise from 16 percent of the gross national product in 2007 to
        25 percent in 2025. HIT is one of the few answers. A study by RAND Corp.
        published in October 2005 found that widespread adoption of HIT could cut
        the total cost of healthcare by about 10 percent.
 Problems
        in the quality of healthcare also drive interest in HIT.
 
 -42-
 Another
        factor we believe is favorable for the HIT industry in the United States
        is the
        continued focus by Centers for Medicare and Medicaid Services (CMS) and
        other payers on linking medical care payments to quality and safety, an approach
        commonly referred to as “pay for performance.” Some pay for performance plans
        offer additional reimbursement for healthcare providers that can demonstrate
        high levels of quality and safety. Based on CMS’ final rule for changes to the
        2008 inpatient prospective payment system (IPPS), there will also be instances
        where providers are not paid for treatment of conditions acquired while in
        the
        hospital if the condition is deemed reasonably preventable through the
        application of evidence-based guidelines. This change, effective in October
        2008, is positive for the HIT industry because ensuring compliance with
        evidence-based guidelines is easier for organizations with an HIT system.
        Additionally, an expected increase in the number of Diagnosis-Related Groups
        (DRGs) that are used to determine how much providers are reimbursed for
        providing care will also contribute to the need for HIT systems that can
        be used
        to more efficiently and accurately document and accurately submit care for
        reimbursement.
 
 As
        the
        United States enters the 2008 presidential election year, rising costs and
        varying quality have solidified healthcare as a tier-one issue. Presidential
        candidates in both parties favor using HIT to create efficiencies in the
        system
        and address the underlying issue of chronic illness.
 
 Increasing
        healthcare spending and challenges in the quality and efficiencies of care
        are
        not isolated to the United States. Most other countries are experiencing
        similar
        trends, a fact that creates a favorable environment internationally for HIT
        solutions and related services.
  The
        market for healthcare in the United States is highly complicated and there
        can
        be no assurance that the trends identified above will continue or that the
        expected benefits to MedLink’s businesses from our responses to those trends
        will be achieved. In addition, the markets for healthcare information services
        and technology solutions are highly competitive and not only are our existing
        competitors seeking to benefit from these same trends, but the trends may
        also
        attract additional competitors.
 
 **RESULTS
        OF OPERATIONS**
 
 The
        Company's revenues from continuing operations for the year ended December
        31,
        2007 and 2006 were $280,022 and $11,364, respectively. The increase in revenue
        is primarily attributable to sales of AutoDoc and the MedLink EHR .
  Expenses
        for the fiscal year ended December 31, 2007 and 2006 were $2,764,048 and
        $1,540,949, respectively. The increase in 2007 is primarily attributable
        to the
        opening of an IT development center in India, the hiring of increased sales
        and
        customr support personnel in the Company’s New York office and increased
        marketing activities.
 
 The
        Company had net losses of $(2,462,829) and $(1,588,908) in the fiscal years
        ended December 31, 2007 and December 31, 2006, respectively. The increase
        in net
        losses resulted primarily from an increase in operating expenses and R&D
        expenditures.
 
 Liquidity
        and Capital Resources
 
 At
        December 31, 2007, the Company had a working capital deficiency of $(1,126,751).
        While the Company believes revenue that will be earned from the sales of
        the
        MedLink EHR, AutoDoc and advertising revenue derived from medLink TV will
        soon
        be sufficient to sustain the Company's operations, however, there can be
        no
        guarantee that this will be the case and that the Company will not have to
        raise
        additional capital from investors. In the event the Company has to raise
        additional capital, there can be no assurance that such capital will be
        available when needed, or that it will be available on satisfactory
        terms.
 
 -43-
 Critical
        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-KSB for the year ended December 31,
        2007
        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.
  **Item
        7.**  **Financial
        Statements**





The
      financial statements of the Company appear at the end of this report beginning
      with the Index to Financial Statements on page F-1.





**Item
      8.** **Changes
      In and Disagreements With Accountants on Accounting and** **Financial
      Disclosure.**




None





**Item
      8A.**  **Controls
      and Procedures**




As
      of
      December 31, 2007, an evaluation was performed under the supervision and with
      the participation of the Company's management, including the CEO and Vice
      President, of the effectiveness of the design and operation of the Company's
      disclosure controls and procedures. Based on that evaluation, the Company's
      management, including the CEO and Vice President concluded that the Company's
      disclosure controls and procedures were effective in ensuring that material
      information relating to the Company with respect to the period covered by this
      report was made known to them.





Based
      upon their evaluation of the Company's internal controls within 90 days of
      the
      date of this report, the CEO and Vice President of the Company have identified
      the following internal control deficiencies:





1.
      lack
      of segregation of duties relating to cash, receivables and safeguarding of
      assets; and





The
      Company plans to take steps to address these deficiencies. There have been
      no
      significant changes in the Company's internal controls or in other factors
      that
      could significantly affect internal controls subsequent to January 1,
      2008.





-44-




**Par** **t
      III**





**Item
                9.**
            
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section********16(a)
                of the Exchange Act**





**Directors,
      Executive Officers, Promoters and Control Persons**




The
      following table sets forth the name, age, and position of each executive officer
      and director and the term of office of each director of the
      Company.


Name
              
              Age
              
              Position
              
              Director
                  or Officer SinceRay
                  Vuono
              
              42
              
              Chief
                  Executive Officer,
              
              January
                  1, 2004President
                  and Chairmanof
                  the BoardKonrad
                  Kim
              
              36
              
              Director
                  and
              
              October
                  1, 2000Chief
                  Technology OfficerDr.
                  Michael Carvo
              
              55
              
              Director
              
              January
                  1, 2002James
                  Rose
              
              29
              
              Chief
                  Financial Officer and
              
              January
                  1, 2004Executive
                  Vice PresidentJames
                  Decker
              
              43
              
              Executive
                  Vice President of Sales
              
              July
                  1, 2006


All
      Directors hold their positions for one year and until their successors are
      duly
      elected and qualified. All officers hold their positions at the discretion
      of
      the Board of Directors.





Set
      forth
      below is certain biographical information regarding each of the Company's
      executive officers and directors:





**Ray
      Vuono, Chief Executive Officer and Chairman**




Mr.
      Vuono
      has more than 20 years of leadership experience building global brands and
      guiding top-tier companies. An accomplished corporate strategist and marketer,
      his vision and expertise in business performance have driven notable enterprise
      growth in the insurance, pharmaceutical, and finance sectors. Mr. Vuono has
      served as the Company's President and Chief Executive Officer since 2004 and
      as
      a consultant to the company since 2001. Offering a rare blend of creative and
      operational strengths, Ray has achieved exciting company and product turnarounds
      and is recognized for his success in growing sales and profits. His strategic
      approach to building a business is reflected in his work as CEO of RayvonVC,
      a
      private venture capital firm where his concept creations and focus on diverse
      investment mix quickly delivered impressive bottom-line results. His turnaround
      capability is highlighted by his accomplishments as President & CEO of the
      National Support Systems, where he led a distressed company to record
      profitability through brand revitalization that included major shifts in brand
      strategy, operations, product design, packaging, marketing communications,
      and
      sales techniques. Mr. Vuono's exceptional track record of business improvement
      is based on his philosophy of total enterprise engagement in change. He is
      known
      for his ability to quickly identify and diagnose sales and growth impediments
      that go far beyond marketing, working with companies to refine their
      organizational structure, product lines, sourcing, sales channels, market
      position, as well as point-of-sale and general advertising. Mr. Vuono holds
      a
      Bachelor of Science in Economics from the University of Calgary where he also
      played football for the national champion University of Calgary Dinosaurs in
      1985. Mr. Vuono resides in Long Island, NY.




-45-




**Jameson
      Rose, Vice President & Chief Financial Officer**




As
      chief
      financial officer and executive vice president of MedLink International, Inc.,
      Rose holds management responsibilities for the company's finance, business
      development, investor relations, and business service functions. Jameson has
      served MedLink in various capacities since 2001 until being appointed as the
      company's CFO in January of 2004. Mr. Rose's expertise in operations, finance,
      and business development will help ensure continued growth and success for
      MedLink International. Before his Career at MedLink, Mr. Rose served as VP
      of
      Finance at Ambassador Capital Group and has served as an independent consultant
      in various investment banking transactions and advising on inorganic growth
      efforts, focusing on mergers and acquisitions, and strategic alliances. Mr.
      Rose
      has a bachelor of science with honors in Financial Economics from Staffordshire
      University in the U.K. and is currently working on a Masters in Accounting
      and
      Financial Management.  Jameson lives in Long Island, NY.





**Konrad
      Kim, Chief Technology Officer and Director**




Appointed
      Chief Technology Officer of MedLink International, Inc.
      in 2004, Konrad Kim is responsible for all aspects of MedLink's
      national IT infrastructure and line-of-business application development,
      support and maintenance, including information service delivery and security.
      Under Mr. Kim's direction, the IT department is dedicated to working with
      business partners to accelerate MedLink's business by aligning MedLink's
      technology deployment strategy with its business strategy. The IT department
      takes a leadership role in the design of world-class, integrated strategies,
      processes and architecture that ensure the integrity of MedLink's security
      platforms and a more productive, efficient and valuable use of information
      within the in hand information technology arena.




Konrad
      is
      passionate about technology and its possibilities on improving the in hand
      industry as a whole.  Prior to his appointment as MedLink's CTO, Konrad
      served various roles at iClips.com, Gateway.com, Moody's Investor Services,
      Columbia House and Sony.




Mr.
      Kim
      holds a Bachelor of Science in Natural Sciences from the University of
      Wisconsin.  Mr. Kim is currently engaged to be married and lives in Long
      Island, NY.




**James
      Decker, Executive Vice President of Sales**




In
      his
      expanded role as Executive Vice President (EVP) of Sales and Operations, Mr.
      Decker is responsible for the overall leadership of the Sales and Services
      organization at MedLink International. Under Jim's leadership, his team will
      deliver a consistent, integrated and responsive customer experience through
      a
      unified sales and services organization. Decker's focus is to grow revenue,
      deliver profitability for the company and provide best in class service to
      MedLink's customers. Decker's discipline, leadership, and ability to align
      and
      accelerate organizations will yield new opportunities for MedLink. Jim's
      extensive experience, operational leadership qualities, and execution focused,
      results oriented approach have delivered an impressive history of leadership
      achievements Mr. Decker joined the company in May of 2006, prior to joining
      MedLink, Mr Decker most recently served as President of Hudson Street Networks
      where he developed sales organizations and grew sales both domestically and
      internationally while nurturing excellent relationships with exiting customer
      and vendors. Mr Decker brings over 15 years marketing & sales leadership and
      general management experience to MedLink International. Prior to co-founding
      Hudson Street Networks, Mr. Decker led several successful sales teams, building
      strong customer and partner relationships within the telecommunications and
      software development marketplace, for companies such as MCI and Telstar. Mr.
      Decker received a Bachelor of Arts in Marketing from Hofstra University. Mr.
      Decker lives on long Island, NY with his wife and three children.




-46-





**Dr.
      Michael Carvo, Director**





Dr.
      Michael Carvo has been a member of the Company’s board of directors since
      January 1, 2002.Dr. Michael Carvo is a family physician, who has been practicing
      out of Farmingdale, Long Island for over twenty years. Dr. Carvo became involved
      with MedLink in 1995, when it was a medical answering service called
      Communications 2001. Dr. Carvo brings the experience and expertise of a
      functioning, private practitioner to MedLink USA, which allows the company
      to
      meet the needs of a modern medical office.





**Family
      Relationships**





There
      are
      no family relationships among the Directors or Officers.





**Compliance
      with Section 16(a) of the Exchange Act**





Not
      applicable.





**Item
      10.**  **Executive
      Compensation**





The
      following compensation was paid to the Company’s Chief Executive Officer and
      other officers during the periods indicated:





**SUMMARY
                  COMPENSATION TABLE**
  Long Term CompensationAnnual Compensation
              
              Awards
              
              PayoutsName and Principal Position
              
              Year
              
              Salary($)
              
              Bonus($)
              
              OtherAnnualCompensation
                  ($)
              
              RestrictedStock
                Award(s)(#)
              
              Securities
                  Underlying Options/SARs (#)
              
              LTIP
                  Payouts ($)
              
              All OtherCompensation ($)Ray
                  Vuono, CEO (1)
              
              
              2007
              
              $
              10,725
              
              
              
              
              
              
              
              
              1,376,471
              
              
              480,0002006
              
              $
              0
              
              
              
              
              
              
              
              
              955,483
              
              
              480,0002005
              
              $
              0
              
              
              
              
              $
              0
              
              
              200,000
              
              
              200,000Jameson
                  Rose, CFO (2)
              
              
              2007
              
              $
              10,725
              
              
              
              
              
              
              
              
              1,164,705
              
              
              400,0002006
              
              $
              0
              
              
              
              
              $
              0
              
              
              808,824
              
              
              400,0002005
              
              $
              0
              
              
              
              
              $
              0
              
              
              100,000
              
              
              100,000Konrad
                  Kim, CTO (3)
              
              
              2007
              
              $
              10,725
              
              
              
              
              
              
              
              
              338,823
              
              
              120,0002006
              
              $
              0
              
              
              
              
              $
              0
              
              
              235,295
              
              
              120,002005
              
              $
              0
              
              
              
              
              $
              0
              
              
              100,000
              
              
              100,000





(1)
            Mr.
                Vuono received minimal cash payments at the minimum wage rate to
                qualify
                for the Company’s health benefits during the year ended December, 31,
                2007, but did receive 1,376,471 shares of common stock as payment
                in that
                year, in lieu of cash.




-47-




(2)
            Mr.
                Rose received minimal cash payments at the minimum wage rate to qualify
                for the Company’s health benefits during the year ended December, 31,
                2007, but did receive 1,164,705 shares of common stock as payment
                in that
                year, in lieu of cash.





(3)
            Mr.
                Kim received minimal cash payments at the minimum wage rate to qualify
                for
                the Company’s health benefits during the year ended December, 31, 2007,
                but did receive 338,823 shares of common stock as payment in that
                year, in
                lieu of cash.





**Item
      11.**  **Security
      Ownership of Certain Beneficial Owners and Management**





**Security
      Ownership of Certain Beneficial Owners**





The
      following table sets forth information furnished to the Company with respect
      to
      the beneficial ownership of our common stock by each executive officer and
      director named below, by all directors and executive officers as a group and
      by
      anyone know to the Company to beneficially own more than 5% of the Company’s
      securities, each as of March 31, 2008. Unless otherwise indicated, each of
      the
      persons listed has sole voting and dispositive power with respect to the shares
      shown as beneficially owned.




Amount andName and
              
              Nature ofTitle of Class
              
              Address of Beneficial Owner
              
              Beneficial Ownership
              
              Percent of Class$.001
                  par (1)
              
              
              Ray
                  Vuono
              
              
              6,485,982
              
              
              25.06
              %value
                  per
              
              
              11
                  Oval Drive, Suite 200Bshare
              
              
              Islandia,
                  New York 11749common$.001
                  par (2)
              
              
              Jameson
                  Rose
              
              
              4,444,117
              
              
              17.17
              %value
                  per
              
              
              11
                  Oval Drive, Suite 200Bshare
              
              
              Islandia,
                  New York 11749common$.001
                  par
              
              
              Jerry
                  Bermensolo
              
              
              3,674,778
              
              
              14.20
              %value
                  per
              
              
              1087
                  W. River St, Suite 280share
              
              
              Boise,
                  ID 83702common$.001
                  par (3)
              
              
              Konrad
                  Kim
              
              
              1,396,470
              
              
              5.39
              %value
                  per
              
              
              11
                  Oval Drive, Suite 200Bshare
              
              
              Islandia,
                  New York 11749common$.001
                  par (4)
              
              
              Dr.
                  Michael Carvo, Director
              
              
              472,676
              
              
              1.82
              %value
                  per
              
              
              560
                  Broadhollow Roadshare
              
              
              Suite
                  201common
              
              
              Melville,
                  New York 11747All
                officers and directors as a group  (four persons)
                (1)-(4)
              
              
              
              
              
              12,799,245
              
              
              49.44
              %





(1)  Includes
      960,000 shares issuable upon the exercise of options granted to Mr. Vuono
      pursuant to Mr. Vuono’s employment agreement. Includes 568,301 shares of common
      stock held by DDR, Ltd., of which Mr. Vuono is the controlling
      shareholder.





-48-


(2)
      Includes 800,000 shares issuable upon the exercise of options granted to Mr.
      Rose pursuant to his employment agreement.





(3)
      Includes 240,000 shares issuable upon the exercise of options granted to Mr.
      Kim
      pursuant to his employment agreement.




**Item
      12.**  **Certain
      Relationships and Related Transactions**





Effective
      January 1, 2002, the Company acquired all of the issued and outstanding stock
      of
      MedLink USA, Inc., a privately held New York corporation ("MedLink") pursuant
      to
      a Share Exchange Agreement dated December 28, 2001 (the "Agreement"). As a
      result of the share exchange, MedLink is now a wholly owned subsidiary of the
      Company and Dr. Michael Carvo, the President and a shareholder of MedLink,
      is
      now a Company director. There was no affiliation or association between MedLink
      and the Company prior to the Agreement. The transactions contemplated by the
      Agreement were intended to be a tax-free exchange pursuant to Section 368 of
      the
      Internal Revenue Code of 1986.





As
      a
      result of the share exchange pursuant to the Agreement, the Company issued
      2,000,000 shares of its $.001 par value per share common stock and 400 shares
      of
      preferred stock to MedLink's shareholders. In exchange, MedLink's four
      shareholders, including Dr. Carvo, delivered all of the issued and outstanding
      stock of MedLink to the Company. The 400 shares of preferred stock were
      cancelled by agreement with the holders of the preferred stock on December
      31,
      2003.





The
      purchase price paid for MedLink's shares was determined by analysis and
      valuation of MedLink's financial condition and projected future cash flows
      and
      comparing it to (i) the market price and projected market price of the Company's
      common stock and (ii) the value of the preferred stock based on MedLink's
      projected cash flows.





In
      October through December, 2002, the Company issued a total of 1,294,272 shares
      of common stock to Munish Rametra, Ray Vuono and Jameson Rose as compensation
      for services under their consulting agreements.





During
      the fiscal year ended December 31, 2003, the Company issued a total of 1,092,911
      shares of common stock to Munish Rametra, Ray Vuono and Jameson Rose and 821,608
      options to purchase common stock to Ray Vuono and Jameson Rose as compensation
      for services under their consulting agreements.





On
      March
      29, 2001, the Company sold certain assets to Konrad Kim, the President of KRAD
      and, at the time, President of the Company and a Company Director, for $25,000,
      evidenced by a note bearing interest at a rate of 10% per annum. The note
      matured on March 1, 2002 and was extended until March 1, 2003. This note was
      collateralized by 100,000 restricted shares of the Company's common stock owned
      by Mr. Kim. During the year ended December 31, 2001, the Company loaned an
      additional $37,528 to Mr. Kim. This loan is payable on demand and is
      non-interest bearing. Imputed interest has been computed on this loan at the
      rate of 7% per annum.





On
      December 19, 2003, Mr. Kim exercised 100,000 options and conveyed the stock
      received upon exercise to the Company in satisfaction of $56,965 remaining
      on
      the above notes.





In
      November, 2003, the Company issued 493,378 shares of common stock to Dr. Michael
      Carvo in satisfaction of a loan from him to MedLink in the amount of
      $222,021.





In
      December, 2003, the Company issued 20,000 shares of common stock to Konrad
      Kim
      upon the exercise of options by him. The issuance was accomplished in reliance
      upon Section 4(2) of the Act in a private transaction on the grounds that he
      made his own investigation of the Company and had such knowledge and experience
      in financial and business matters that he was capable of understanding the
      risks
      involved in an investment in the Company's securities.




-49-


In
      January, 2004, the Company issued 200,000 shares of common stock to Ray Vuono
      100,000 shares of common stock to Jameson Rose, 80,000 shares of common stock
      to
      Nilang Patel, and 20,000 shares to Konrad Kim as compensation pursuant to their
      employment agreements. The issuances were accomplished in reliance upon Section
      4(2) of the Act in private transactions on the grounds that they made on their
      own investigation of the Company and had such knowledge and experience in
      financial and business matters that they were capable of understanding the
      risks
      involved in an investment in the Company's securities.




In
      October, 2004, James Rose, an employee of the Company, exercised a total of
      246,509 stock options at $.10 per share. The issuance to Mr. Rose was
      accomplished in reliance upon Section 4(2) of the Act in a private transaction
      on the grounds that Mr. Rose made his own investigation of the Company and
      had
      such knowledge and experience in financial and business matters that he was
      capable of understanding the risks involved in an investment in the Company's
      securities.





In
      October, 2004, Konrad Kim, an employee of the Company, exercised a total of
      80,000 stock options at $.10 per share. The issuance to Mr. Kim was accomplished
      in reliance upon Section 4(2) of the Act in a private transaction on the grounds
      that Mr. Kim made his own investigation of the Company and had such knowledge
      and experience in financial and business matters that he was capable of
      understanding the risks involved in an investment in the Company's
      securities.





In
      January, 2005, the Company issued 200,000 shares of common stock to Ray Vuono
      100,000 shares of common stock to Jameson Rose, and 100,000 shares of common
      stock to Konrad Kim as compensation pursuant to their employment agreements.
      The
      issuances were accomplished in reliance upon Section 4(2) of the Act in private
      transactions on the grounds that they made on their own investigation of the
      Company and had such knowledge and experience in financial and business matters
      that they were capable of understanding the risks involved in an investment
      in
      the Company's securities.




In
      October, 2005, James Rose, an employee of the Company, exercised a total of
      100,000 stock options at $.24 per share. The issuance to Mr. Rose was
      accomplished in reliance upon Section 4(2) of the Act in a private transaction
      on the grounds that Mr. Rose made his own investigation of the Company and
      had
      such knowledge and experience in financial and business matters that he was
      capable of understanding the risks involved in an investment in the Company's
      securities.





In
      October, 2005, Ray Vuono, an employee of the Company, exercised a total of
      200,000 stock options at $.24 per share. The issuance to Mr. Vuono was
      accomplished in reliance upon Section 4(2) of the Act in a private transaction
      on the grounds that Mr. Vuono made his own investigation of the Company and
      had
      such knowledge and experience in financial and business matters that he was
      capable of understanding the risks involved in an investment in the Company's
      securities.





In
      January 1, 2006, the Company entered into new employment agreements with Ray
      Vuono, James Rose, and Konrad Kim. The individuals will serve as the Company’s
      Chief Executive Officer, Vice President and Chief Technical Officer. The term
      of
      the agreements are for five years and provides for cash compensation for a
      total
      of $272,000 per year, however, the three employees have agreed to accept
      approximately 2,000,000 shares of the company’s restricted common stock in lieu
      of cash compensation. In addition the employees will receive an option to
      purchase each year 1,000,000 shares of the Company’s common stock. The exercise
      price of the options shall be the fair value market value of the common stock
      on
      the date granted to the employee ($.17). The options expire in ten years. The
      common stock and options each have a two year vesting period during which they
      will be forfeited if the employee if terminated for cause or leaves the Company
      prior to the end of the term. The vesting period is accelerated in the vent
      of a
      charge in control of the Company.





-50-





**Item
      13.**  **Exhibits
      and Reports on Form 8-K**





On
      October 6, 2005, MedLink International, Inc. (the "Company") and High River
      Corporation ("High River" or "Consultant") entered into a consulting agreement
      ("Agreement") pursuant to which MedLink agreed to compensate High River, as
      a
      consultant to the Company, with 1,640,000 shares of its Class B common stock
      ("Common Stock Compensation") and an option ("Option") to purchase up to 610,000
      shares of its Class B common stock at an exercise price of $0.177 per share
      ("Exercise Price"). The Common Stock Compensation and the Option is referred
      to
      herein as the "Consultant's Compensation". The Agreement provided that upon
      the
      earlier to occur of: (i) one year from the date of the Agreement; or (ii)
      MedLink's shares of Class B common stock becoming listed for trading on either
      the Frankfurt or Berlin stock exchange and the completion of the Consultant's
      tasks as defined in the Agreement, that MedLink would deliver the Consultant's
      Compensation to High River and the Option would be immediately exercisable
      for a
      period of 90 days.


SEC
                  Ref.No.
              
              Title
                  of Document3.1
              
              Amended
                  of Articles of Incorporation (1)3.2
              
              Bylaws
                  (1)10.1
              
              Consulting
                  Agreement with DDR, Ltd. dated October 11, 2000 (3)10.2
              
              Acquisition
                  Agreement pertaining to K-Rad Konsulting, LLC, dated October 27,
                  2000
                  (3)10.6
              
              Share
                  Exchange Agreement between the Company and MedLink USA,
                  Inc.dated
                  December 28, 2001 (4)10.7
              
              Asset
                  Purchase Agreement between the Company and 4J’s Enterprises
                  datedJanuary
                  23, 2002 (5)10.8
              
              Telecommunications
                  Services Agreement dated November 27, 2002between
                  New Island Hospital and MedLink USA, Inc. (6)10.9
              
              Messaging
                  Service Agreement made as of November 22, 2002 betweenTotal
                  Infosystems, Inc. and MedLink USA, Inc. (6)10.10
              
              Employment
                  Agreement between the Company and Ray Vuono dated January 1, 2004;
                  (7)10.11
              
              Employment
                  Agreement between the Company and Jameson Rose dated January 1,
                  2004;
                  (7)10.12
              
              Employment
                  Agreement between the Company and Nilang Patel dated January 1,
                  2004;
                  (7)10.13
              
              Employment
                  Agreement between the Company and Konrad Kim dated January 1, 2004;
                  (7)10.14
              
              CNI
                  Medical Coding & Recovery, Inc. Definitive Agreement
                  (8)10.15
              
              Employment
                  Agreement between the Company and Ray Vuono dated January 1, 2006;
                  (9)10.16
              
              Employment
                  Agreement between the Company and Jameson Rose dated January 1,
                  2006;
                  (9)10.17
              
              Employment
                  Agreement between the Company and Konrad Kim dated January 1, 2006;
                  (9)
  -51-
  21.1
              
              Subsidiaries
                  of the Registrant23.1
              
              Consent
                  of Independent Auditor31.1
              
              Certification
                  of Ray Vuono pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),
                  as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002;31.2
              
              Certification
                  of Jameson Rose pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),
                  as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002;32
              
              Certification
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of
                  2002.




(1)
      Incorporated by this reference from the Annual Report on Form 10-KSB for the
      year ended December 31, 1999, filed with the Securities and Exchange Commission
      on June 28, 2000.





(2)
      Incorporated by this reference from the Company’s registration statement on Form
      S-8 filed with the Securities and Exchange Commission on November 14,
      2001.





(3)
      Incorporated by this reference from the Current Report on Form 8-K dated October
      31, 2000, filed with the Securities and Exchange Commission on November 13,
      2000.





(4)
      Incorporated by reference from the Current Report on Form 8-K dated January
      10,
      2002 filed with the Securities and Exchange Commission on January 15,
      2002.





(5)
      Incorporated by reference from the Current Report on Form 8-K dated and filed
      with the Securities and Exchange Commission on February 7, 2002.





(6)
      Incorporated by reference from the quarterly report on Form 10-Q for the fiscal
      quarter ended September 30, 2002 and filed with the Securities and Exchange
      Commission on December 18, 2002.





(7)
      Incorporated by reference from the Annual Report on Form 10-KSB for the year
      ended December 31, 2003 filed with the Securities and Exchange Commission on
      April 15, 2004.





(8)
      Incorporated by reference from the Annual Report on Form 10-KSB for the year
      ended December 31, 2005 filed with the Securities and Exchange Commission on
      April 15, 2006.





(9)
      Incorporated by reference from the Annual Report on Form 10-KSB for the year
      ended December 31, 2006 filed with the Securities and Exchange Commission on
      April 15, 2007.





**Item
      14.**  **Principal
      Accountant Fees and Services.**





Farber,
      Blicht, Eyerman & Herzog, LLP (“FBEH”) was the Company's principal
      accountant during the fiscal years ended December 31, 2007 and December 31,
      2006. During those fiscal years, the Company incurred the following fees with
      FBEH for the following services:


2007
              
              2006Audit
                  Related Fees
              
              $
              25,500
              
              $
              16,892.86Tax
                  Fees
              
              $
              2,965
              
              $
              2,965All
                  Other FeesOut-of-Pocket
                  ExpensesTotal
              
              $
              28,465
              
              $
              19,857.86





All
      services provided by FBEH during the fiscal years ended December 31, 2007 and
      December 31, 2006 were approved by management only. The Company does not have
      an
      audit committee of its Board of Directors or any pre-approval policies or
      procedures for non-audit or other services.




-52-





SIGNATURES





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





MEDLINK
      INTERNATIONAL, INC.


By:
                /s/
                    Ray Vuono
                
                Dated:
                    April 14, 2008Ray
                    Vuono, Chief Executive Officer and PresidentBy:
                /s/
                    Konrad Kim
                
                Dated:
                    April 14, 2008Konrad
                    Kim, President and DirectorBy:
                /s/
                    Dr. Michael Carvo
                
                Dated:
                    April 14, 2008DirectorBy:
                /s/
                    Jameson Rose
                
                Dated:
                    April 14, 2008Vice
                    President and Principal Financial Officer


SUPPLEMENTAL
      INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF
      THE
      EXCHANGE ACT BY NON-REPORTING ISSUERS*





There
      were no annual reports to security holders covering the registrant's last fiscal
      year.





*
      The
      proxy materials furnished to the Commission shall not be considered to be
“filed” or subject to the liabilities of Section 18 of the Exchange Act.




-53-




**MEDLINK
      INTERNATIONAL INC.**





CONSOLIDATED
      FINANCIAL STATEMENTS


INDEX





Part
                  I: Financial StatementsIndependent
                  Auditor's ReportConsolidated
                  Balance Sheet at December 31, 2007
              F-3
                  - F-4Consolidated
                  Statements of Operations for the years
                  ended December 31, 2007 and 2006
              F-5Consolidated
                  Statements of Stockholders' Equity (Deficit)
                  for the years ended December 31, 2007 and
                  2006
              F-6 -
                  F-7Consolidated
                  Statements of Cash Flows for the years
                  ended December 31, 2007 and 2006
              F-8
                  - F-9Notes
                  to Consolidated Financial Statements
              F-10
                  - F-24




F-1




REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
        the
        shareholders and board of directors
 Medlink
        International, Inc.:
 
 We
        have
        audited the accompanying balance sheet of Medlink International, Inc.
        (hereinafter referred to as “the Company”) as of December 31, 2007, and the
        related statements of operations, stockholders’ deficit and cash flows for years
        ended December 31, 2007 and 2006. 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 the standards of the Public Company
        Accounting Oversight Board (PCAOB). 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 audit 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 Medlink International, Inc.
        as of
        December 31, 2007, and the results of their operations and their cash flows
        for
        the years ended December 31, 2007 and 2006 in conformity with accounting
        principles generally accepted in the United States.
 
 These
        financial statements have been prepared assuming that the Company will continue
        as a going concern. As discussed in Note 2 to the financial statements, the
        Company has operating and liquidity concerns, has incurred an accumulated
        deficit of $13,287,471 through December 31, 2007. These conditions raise
        substantial doubt about the Company's ability to continue as a going concern.
        Management's plans as to these matters are also described in Note B. The
        financial statements do not include any adjustments to reflect the possible
        future effects on the recoverability and classification of assets or the
        amounts
        and classification of liabilities that may result from the outcome of these
        uncertainties.
 
 
 */s/
        JEWETT, SCHWARTZ, WOLFE & ASSOCIATES*
 
 April
        11,
        2008
 Hollywood,
        Florida


F-2


**MEDLINK
      INTERNATIONAL INC.**




CONSOLIDATED
      BALANCE SHEET


DECEMBER
      31, 2007








**ASSETS****Current
                assets:**Cash
            
            $
            2,762Due
                from related parties
            
            
            39,372Total
                current assets
            
            
            42,134Office
                equipment (at cost) net of accumulated depreciation
            
            
            133,559Intangible
                asset (at cost), net of accumulated amortization
            
            
            41,538Goodwill
            
            
            975,000Security
                deposit
            
            
            5,400Other
                assets
            
            
            12,763$
            1,210,394







***See
      accompanying notes to consolidated financial
      statements.***


F-3


**MEDLINK
      INTERNATIONAL INC.**





CONSOLIDATED
      BALANCE SHEET (CONTINUED)





DECEMBER
      31, 2007








**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT****Current
                liabilities:**Accounts
                payable and accrued expenses
            
            $
            427,683Deferred
                revenue
            
            
            64,884Current
                portion of capitalized lease payable
            
            
            5,500Note
                payable
            
            
            623,437Loans
                payable – related parties
            
            
            533,922Total
                current liabilities
            
            
            1,655,426Long-term
                debt:Lease
                payable
            
            
            2,750Commitments
                and ContingenciesStockholders’
                Deficit:Preferred
                  stock $.001 par value; 5,000,000 shares authorized: none
                  issuedCommon
                  stock Class A $.001 par value; authorized 150,000,000 shares; 20,371,822
                  shares issued
            
            
            20,372Class
                  B $.001 par value; authorized 50,000,000; 5,361,876 issued and
                  outstanding
            
            
            5,362Subscription
                receivable
            
            
            (100,000
            )Deferred
                charges
            
            
            (27,375
            )Additional
                paid-in capital
            
            
            13,071,881Accumulated
                deficit
            
            
            (13,287,471
            )(317,231
            )Treasury
                stock, at cost
            
            
            (130,551
            )Total
                stockholders’ deficit
            
            
            (447,782
            )$
            1,210,394








***See
      accompanying notes to consolidated financial
      statements.***


F-4


**MEDLINK
      INTERNATIONAL INC.**





CONSOLIDATED
      STATEMENTS OF OPERATIONS





FOR
      THE
      YEARS ENDED DECEMBER 31, 2007 AND 2006







For
                the years endedDecember
                31,2007
            
            2006Revenues
            
            $
            280,022
            
            $
            11,364Operating
                expenses:General
                and administrative expenses
            
            
            2,764,048
            
            
            1,540,949Depreciation
                and amortization
            
            
            34,860
            
            
            9,509Loss
                on impairment of assets
            
            
            0
            
            
            49,8142,809,908
            
            
            1,600,272Operating
                loss before minority interest
            
            
            (2,518,886
            )
            
            (1,539,094
            )Minority
                interest
            
            
            56,057
            
            
            0Net
                loss
            
            $
            (2,462,829
            )
            $
            (1,588,908
            )Basic
                and diluted loss per share
            
            $
            (.12
            )
            $
            (.12
            )Weighted
                  average number of basic shares outstanding
            
            
            21,268,394
            
            
            13,119,076








***See
      accompanying notes to consolidated financial
      statements.***





F-5


**MEDLINK
      INTERNATIONAL INC.**





CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' DEFICIT





Common
                  StockAdditionalNumber
                  of
              
              
              
              Paid-in
              
              Surplus
              
              Subscriptions
              
              Deferred
              
              TreasuryShares
              
              Amount
              
              Capital
              
              (Deficit)
              
              Receivables
              
              Charges
              
              Stock
              
              TotalBalance
                  at December 31, 2005
              
              
              8,912,548
              
              $
              8,912
              
              $
              9,114,350
              
              $
              (9,235,733
              )
              $
              0
              
              $
              0
              
              $
              (130,551
              )
              $
              (243,022
              )Share
                  issued for employment services rendered
              
              
              1,999,951
              
              
              2,000
              
              
              270,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              272,000Shares
                  sold in 2006
              
              
              2,904,323
              
              
              2,905
              
              
              567,095
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              570,000Class
                  B shares issued for consulting services
              
              
              1,640,000
              
              
              1,640
              
              
              288,640
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              290,280Shares
                  issued in connection with the exercise of class B shares
              
              
              610,000
              
              
              610
              
              
              107,360
              
              
              0
              
              
              (19,783
              )
              
              0
              
              
              0
              
              
              88,187Shares
                  issued for consulting services rendered
              
              
              580,000
              
              
              580
              
              
              228,520
              
              
              0
              
              
              0
              
              
              (159,538
              )
              
              0
              
              
              69,5621,000,000
                  options – Stock based compensation to director
              
              
              0
              
              
              0
              
              
              154,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              154,200Net
                  loss for the year ended December 31, 2006
              
              
              0
              
              
              0
              
              
              0
              
              
              (1,588,908
              )
              
              0
              
              
              0
              
              
              0
              
              $
              (1,588,908
              )Balance
                  at December 31, 2006
              
              
              16,646,822
              
              $
              16,647
              
              $
              10,729,965
              
              $
              (10,824,641
              )
              $
              (19,783
              )
              $
              (159,538
              )
              $
              (130,551
              )
              $
              (387,701
              )








***See
      accompanying notes to consolidated financial
      statements.***





F-6


**MEDLINK
      INTERNATIONAL INC.**





CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)





Common
                    StockAdditionalNumber
                    of
                
                
                
                Paid-in
                
                Surplus
                
                Subscriptions
                
                Deferred
                
                TreasuryShares
                
                Amount
                
                Capital
                
                (Deficit)
                
                Receivables
                
                Charges
                
                Stock
                
                TotalBalance
                    at December 31, 2006
                
                
                16,646,822
                
                $
                16,647
                
                $
                10,730,165
                
                $
                (10,824,642
                )
                $
                (19,783
                )
                $
                (159,538
                )
                $
                (130,551
                )
                $
                (387,702
                )Share
                    issued for employment services
                
                
                2,400,000
                
                
                2,400
                
                
                324,000
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                326,400Stock
                    based compensation
                
                
                0
                
                
                0
                
                
                400,000
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                400,000Repayment
                    of receivables
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                19,783
                
                
                0
                
                
                0
                
                
                19,783Shares
                    issued in connection with the exercise of shareholders’ options
                
                
                1,480,000
                
                
                1,480
                
                
                250,120
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                251,600Shares
                    issued for consulting services
                
                
                50,000
                
                
                50
                
                
                45,725
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                45,775Shares
                    sold in 2007
                
                
                4,956,876
                
                
                4,957
                
                
                1,122,874
                
                
                0
                
                
                (100,000
                )
                
                0
                
                
                0
                
                
                1,027,831Options
                    issued for consultants service
                
                
                0
                
                
                0
                
                
                176,326
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                176,326Deferred
                    charges
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                132,163
                
                
                0
                
                
                132,163Shares
                    issued in Anywhere MD acquisition
                
                
                200,000
                
                
                200
                
                
                299,800
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                300,000Net
                    deficit acquired in Anywhere MD
                
                
                0
                
                
                0
                
                
                (277,129
                )
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                (277,129
                )Net
                    loss for the year ended December 31, 2007
                
                
                0
                
                
                0
                
                
                0
                
                
                (2,462,829
                )
                
                0
                
                
                0
                
                
                0
                
                
                (2,462,829
                )Balance
                    at December 31, 2007
                
                
                25,733,698
                
                $
                25,734
                
                $
                13,071,881
                
                $
                (13,287,471
                )
                $
                (100,000
                )
                $
                (27,375
                )
                $
                (130,551
                )
                $
                (447,782
                )








***See
      accompanying notes to consolidated financial
      statements.***





F-7





**MEDLINK
      INTERNATIONAL INC.**





CONSOLIDATED
      STATEMENTS OF CASH FLOWS




For
                  the yearsendedDecember
                  31,2007
              
              2006Cash
                  flows from operating activities:Net
                  loss
              
              $
              (2,462,829
              )
              $
              (1,588,908
              )Adjustments
                  to reconcile net loss to cash flows used in operating
                  activities:Depreciation
                  and amortization
              
              
              34,860
              
              
              9,509Amortization
                  of deferred charges
              
              
              132,163
              
              
              0Deferred
                  compensation
              
              
              0
              
              
              (159,538
              )Stock-based
                  compensation to directors
              
              
              400,000
              
              
              154,200Minority
                  interest
              
              
              (113,290
              )
              
              0Issuance
                  of common shares forconsulting and other services rendered
              
              
              819,884Loss
                  on impairment of assets
              
              
              0
              
              
              49,814Accounts
                  receivable
              
              
              (39,372
              )
              
              0Accrued
                  expenses and other current liabilities
              
              
              (37,537
              )
              
              103,391Deferred
                  revenue
              
              
              64,884Other
                  assets
              
              
              (12,583
              )
              
              58,716Cash
                  flows used in operating activities
              
              
              (1,213,320
              )
              
              (1,372,816
              )Cash
                  flows from investing activities:Purchase
                  of equipment
              
              
              (111,685
              )
              
              (42,860
              )Purchase
                  of intangible asset
              
              
              (41,812
              )
              
              0Cash
                  acquired in Med-Link acquisition
              
              
              274
              
              
              0Cash
                  flows used in investing activities
              
              
              (153,223
              )
              
              (42,860
              )Cash
                  flows from financing activities:Issuance
                  of common stock
              
              
              1,027,831
              
              
              1,449,565Repayment
                  of loans
              
              
              (251,563
              )
              
              0Repayments
                  of capital lease payable
              
              
              (5,500
              )
              
              0Advances
                  from (payments to) officer/shareholders
              
              
              599,037
              
              
              (33,889
              )Net
                  cash flows provided by financing activities
              
              
              1,369,805
              
              
              1,415,676Net
                  increase in cash
              
              
              2,762
              
              
              0Cash
                  - beginning of year
              
              
              0
              
              
              0Cash
                  - end of year
              
              $
              2,762
              
              $
              0





***See
      accompanying notes to consolidated financial
      statements.***





F-8


**MEDLINK
      INTERNATIONAL, INC.**





CONSOLIDATED
      STATEMENTS OF CASH FLOWS (CONTINUED)








For
                the yearsendedDecember
              31,
            
            2007
            
            2006Supplemental
                  disclosures of cash flows information:Cash
                paid during the year for:Interest
            
            $
            0
            
            $
            0Income
                taxes
            
            $
            0
            
            $
            1,700





Non-cash
      financing activities:


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







***See
      accompanying notes to consolidated financial
      statements.***


F-9




**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS







NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Nature
      of Business





Medlink
      International Inc. (formerly Western Media Group Corporation) (the “Company”) is
      a provider of full service communication networks for physicians and hospitals.





On
      January 1, 2002, the Western Media Group Corporation acquired Med-Link, a
      privately held New York corporation, pursuant to a share exchange agreement
      dated December 28, 2001. During 2005, Western Media Group Corporation’s Board of
      Directors approved a merger agreement whereby Western Media Group Corporation
      changed the state of its incorporation from Minnesota to Delaware by merging
      with and into a newly formed Delaware corporation named Medlink International,
      Inc. In addition, the name of the company was changed from Western Media Group
      Corporation to Medlink International, Inc. (the “Company”) upon the completion
      of the merger.





The
      business of the Company is carried out by its wholly owned subsidiaries,
      Med-Link, Med-Link VPN Company, Anywhere MD, and KKL. The Company also has
      two
      inactive subsidiaries, Western Media Acquisition Corp. (formerly Western Media
      Sports Holdings, Inc.), and Western Media Publishing Corp.





Medlink -
      Medlink was incorporated in 1998. While it shares an office with the Company
      substantially all of its operations have been outsourced. Medlink provides
      a
      full service communication network to physicians and hospitals and can provide
      its services to labs and other businesses that require a service for
      communication of emergencies. Some of the services and products which Medlink
      provides are answering services, voice mail, a virtual private network (“VPN”)
      and an internet message center.





Med-Link
      VPN Company - The
      Company is concentrating its efforts on the VPN, which it expects will be its
      principal business, as the VPN is still in the pre-revenue stage. The VPN is
      designed to allow physicians and other members of the medical community to
      contact other physicians, retrieve information from hospitals, and obtain
      insurance related information, such as claim status. The VPN is also designed
      to
      provide information, such as overnight admissions, room assignment, operating
      room schedules and lab results. In November, 2003, the Company began testing
      the
      VPN at New Island Hospital.





F-10




NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Nature
      of Business (continued)





Anywhere
      MD, Inc. -
      Anywhere MD, Inc. develops, markets, sells and supports proprietary software
      application for mobile handheld devices. These mobile applications provide
      the
      physician with the most recent and accurate healthcare information at the “Point
      Of Care.” Anywhere MD’s expertise in clinical documentation for physicians
      offers a broad range of technology products to improve productivity for
      healthcare providers and enable them to diagnose, treat and manage patient
      information at the highest level. Anywhere MD, Inc. is an operating subsidiary
      and generates 100% of the revenue for the Company.





On
      December 30, 2007 the Company purchased all of the assets and assumed certain
      liabilities of Anywhere MD in exchange for 200,000 shares of the Company’s
      common stock.





On
      May
      14, 2007, the Company purchased 10,000,000 shares of Anywhere MD, Inc.’s common
      stock for $100,000 and also purchased 130,000,000 shares of Anywhere MD. Inc’s
      stock from the majority shareholder of Anywhere MD, Inc., for the purchase
      price
      of $875,000. As a result of the aforementioned purchase of shares, the Company
      owned 62.5% of the outstanding shares of Anywhere MD, Inc.





K-Rad - K-Rad
      provides computer network and software systems, consulting, installation and
      maintenance services.





In
      2006,
      the Company received final approval from Deutsche Borse AG and its shares
      started trading through the Frankfurt Stock Exchange.





Principles
      of Consolidation





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





Fixed
      Asset





The
      Company depreciates its equipment on the straight-line method for financial
      reporting purposes over a five year period. For tax reporting purposes, the
      Company uses accelerated methods of depreciation. Expenditures for maintenance,
      repairs, renewals and betterments are reviewed by management and only those
      expenditures representing improvements to equipment are capitalized. At the
      time
      equipment is retired or otherwise disposed of, the cost and accumulated
      depreciation accounts are removed from the books and the gain or loss on such
      disposition is reflected in operations.





F-11





**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





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 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 December
      31, 2007 and 2006 were $64,884 and $61,227, respectively.





Goodwill
      and Indefinite-Lived Purchased Intangible Assets





In
      accordance with Statement of Financial Accounting Standard (SFAS) No. 142,
      “Goodwill and Other Intangible Assets,” goodwill acquired in business
      combination is assigned to reporting units that are expected to benefit from
      the
      synergies of the combination as of the acquisition date. The Company assesses
      goodwill and indefinite-lived intangible assets for impairment annually at
      the
      end of the fourth quarter, or more frequently if events and circumstances
      indicate impairment may have occurred in accordance with SFAS No. 142. If the
      carrying value of a reporting unit’s goodwill exceeds its implied fair value,
      the Company records an impairment loss equal to the difference. SFAS No. 142
      also requires that the fair value of indefinite-lived purchased intangible
      assets be estimated and compared to the carrying value. The Company recognizes
      an impairment loss when the estimated fair value of the indefinite-lived
      purchased intangible assets is less than the carrying value.





F-12




**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS








NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Long-Lived
      Assets





The
      Company’s accounting policy regarding the assessment of the recoverability of
      the carrying value of long-lived assets, including property and equipment and
      purchased intangible assets with finite lives, is to review the carrying value
      of the assets if the facts and circumstances suggest that they may be impaired.
      If this review indicates that the carrying value will not be recoverable, as
      determined based on the projected undiscounted future cash flows, the carrying
      value is reduced to its estimated fair value.





Intangible
      assets that have finite useful lives are amortized by the straight-line method
      over the remaining useful lives.




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
      expectations, 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 SFAS123 and is effective
      January 1, 2006. The Company used the black-scholes option pricing model for
      estimating the fair value of the options granted under the company’s incentive
      plan.





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.





F-13




**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





Cash
      and Cash Equivalents




The
      Company considers all highly liquid investments with original maturity of three
      months or less when purchased to be cash equivalents.





Advertising





Advertising
      costs are charged to expense during the period in which they were incurred.
      Advertising expenses for the years ended December 31, 2007 and 2006, was $42,101
      and $40,708, respectively





Concentration
      of Credit Risk





Financial
      instruments that potentially subject the Company to concentrations of credit
      risk consist principally of sales, trade accounts receivable and cash. The
      Company grants credit to domestic companies located throughout the New York
      tri-state area. The Company performs ongoing credit evaluations of its
      customers' financial condition and generally requires no collateral from its
      customers.





Comprehensive
      Income





The
      Company adopted SFAS No. 130, which had no impact on the Company's financial
      position, results of operations or cash flows for the periods
      presented.





Deferred
      Income Taxes





Deferred
      income taxes are provided based on the provisions of SFAS No. 109, "Accounting
      for Income Taxes" ("SFAS 109"), to reflect the tax effect of differences in
      the
      recognition of revenues and expenses between financial reporting and income
      tax
      purposes based on the enacted tax laws in effect at December 31,
      2007.





The
      Company, as of December 31, 2007 had available approximately $10,294,000 of
      net
      operating loss carry forwards to reduce future Federal income taxes. The Company
      has operating loss carry forwards which are due to expire from 2008 through
      2022. Since there is no guarantee that the related deferred tax asset will
      be
      realized by reduction of taxes payable on taxable income during the carry
      forward period, a valuation allowance has been computed to offset in its
      entirety the deferred tax asset attributable to this net operating loss. The
      amount of valuation allowances are reviewed periodically.


F-14


**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




Earnings
      Per Common Share of Common Stock





The
      Company applies SFAS No. 128, "Earnings Per Share" (SFAS No. 128), which
      requires two presentations of earnings per share - "basic" and "diluted". Basic
      earnings per share is computed by dividing income available to common
      stockholders by the weighted-average number of common shares for the period.
      The
      computation of diluted earnings per share is similar to basic earnings per
      share, except that the weighted average number of common shares is increased
      to
      include the number of additional common shares that would have been outstanding
      if the potentially dilutive common shares had been issued.





In
      October 2005, the Board of Directors of the Company approved a reverse stock
      spilt of the Company’s common stock on a one-for-five basis. In October, 2000
      the Board of Directors of the Company approved a reverse stock split of the
      Company's common stock on a one-for-ten basis. All per share amounts in the
      accompanying financial statements have been restated to reflect the reverse
      stock splits. Only basic earnings per share is presented as all common stock
      equivalents are either anti-dilutive or not material for the period presented.
      For the years ended December 31, 2007 and 2006, the weighted average number
      of
      shares outstanding used in the per share computation was 21,268,394 and
      13,117,571 and respectively.





Fair
      Value of Financial Instruments





At
      December 31, 2007, the carrying amounts of the Company's assets


and
      liabilities approximate fair value.





Concentration
      of Credit Risk





Financial
      instruments that potentially subject the Company to concentration of credit
      risk
      consist principally of sales, trade accounts receivable and cash. The Company
      grants credit to domestic companies located throughout the New York tri-state
      area. The Company performs ongoing credit evaluation of its customers’ financial
      condition and generally requires no collateral from its
      customers.


F-15


**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS







NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recently
      Issued Accounting Pronouncements





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 2010. The Company is currently
      assessing the impact that SFAS No. 141R will have on its results of operations,
      financial position, or cash flows.


F-16





**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS







NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recently
      Issued Accounting Pronouncements





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 2010. The Company is currently
      assessing the impact that SFAS No. 141R will have on its results of operations,
      financial position, or cash flows.





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 2010. The Company is currently assessing the impact that SFAS No. 160
      will have on its results of operations, financial position, or cash
      flows.





In
      June
      2007, the FASB Emerging Issues Task Force issued EITF No. 06-11 requires that
      a
      realized income tax benefit from dividends or dividend equivalent units paid
      on
      unvested restricted shares and restricted share units be reflected as an
      increase in contributed surplus
      and reflected as an addition to the Company’s excess tax benefit pool, as
      defined under SFAS No. 123R. EITF 06-11 is effective for the Company in the
      first quarter of fiscal 2009. The Company is currently assessing the impact
      that
      EITF 06-11 will have on its results of operations, financial position, or cash
      flows.





In
      February 2007, the FASB issued SFAS No. 159, *“The
      Fair*  *Value
      Option for Financial Assets and Financial Liabilities.”* SFAS Mp/
      159 permits an entity, on a contract-by-contract basis, to make an irrevocable
      election to account for certain types of financial instruments and warranty
      and
      insurance contracts at fair value, rather than historical cost, with changes
      in
      the fair value, whether realized or unrealized, recognized in earnings. SFAS
      No.
      159 is effective for the Company in the first quarter of fiscal 2009. The
      Company is currently assessing the impact that SFAS No. 159 will have on its
      results of operations, financial position, or cash flows.





F-17




**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS







NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recently
      Issued Accounting Pronouncements (continued)





In
      September 2006, the FASB issued SFAS No. 157, *“Fair
      Value*  *Measurements.”* SFAS No.
      157 defines fair value establishes a framework for measuring fair value, and
      expands disclosure about fair value measurements. SFAS No. 157 is effective
      for
      the Company in the first quarter of fiscal 2008. The Company is currently
      assessing the impact, if any that SFAS No. 157 will have on its results of
      operations or financial position.





In
      June
      2006, the FASB issued FIN 48 *,
      “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement
      No. 109.”* This
      interpretation prescribes a comprehensive model for the financial statement
      recognition, measurement, presentation, and disclosure of uncertain tax
      positions taken or expected to be taken in income tax return. FIN 48 and related
      interpretations are effective for the Company in the first quarter of fiscal
      2007. The Company does not expect that the adoption of FIN 48 will have a
      material effect on its consolidated financial statements.





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 December 31, 2007, the Company had incurred
      cumulative losses of approximately $13,287,471. As of December 31, 2007, the
      Company has negative working capital of approximately $1,126,751.





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.





F-18





**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS








NOTE
      3 -
      GOODWILL





On
      May
      14, 2007 the Company purchased 62.5% of the outstanding state of Anywhere MD,
      Inc. On December 30, 2007, the Company purchased all of the assets and assumed
      certain liabilities of Anywhere MD in exchange for 200,000 shares of Medlink
      International common stock.





The
      result of the above acquisition resulted in the Company recording goodwill
      in
      the amount of $975,000. The Company believes that there was no impairment of
      Goodwill as of December 31, 2007.





NOTE
      4 -
      PROPERTY AND EQUIPMENT





As
      of
      December 31, 2007, a summary of property and equipment and the estimated useful
      lives used in the computation of depreciation is as follows:




Estimatedusefullife
                (years)
            
            AmountFurniture
                and fixtures
            
            
            5
            
            $
            13,320Leasehold
                improvements
            
            
            3
            
            
            10,423Equipment
            
            
            5
            
            
            188,892212,635Less
                accumulated depreciation
            
            
            
            
            
            79,076$
            133,559




Depreciation
      expense for the years ended December 31, 2007 and 2006 was $34,860 and $9,509,
      respectively. Amounts include amortization expense associated with equipment
      under capital leases.




NOTE
      5 -
      ACCOUNTS PAYABLE AND ACCRUED EXPENSES





As
      of
      December 31, 2007, accounts payable and accrued expenses totaled
      $498,067.





NOTE
      6 -
      LOAN PAYABLE - RELATED PARTIES





The
      Company, as of December 31, 2007, has loans due to three of its
      employees/shareholders in the amount of $553,922. These loans are payable on
      demand and are non-interest bearing.





F-19




**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      7 -
      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 December 31, 2007 $623,437 was due on demand. This note
      is
      non-interest bearing.





NOTE
      8 -
      CAPITAL LEASE PAYABLE




**2007**Notes
                payable to a finance company, due in monthly installments of $540,
                including principal, sales tax & interest at 8.5% through 2009,
                collateralized by certain equipment.
            
            $
            8,250Less
                current portion
            
            
            (5,500
            )Long
                - term debt
            
            $
            2,750




The
      aggregate maturities of long - term debt at December 31, 2007 are as
      follows:


December
                  31, 2009
              
              $
              2,750


NOTE
      9 -
      STOCKHOLDERS' EQUITY





a)  For
      the
      year ended December 31, 2007, the Company entered into subscription agreements
      for private placements in the amount of $1,127,831 to purchase 4,956,876 shares
      of the Company’s stock. As of December 31, 2007, the balance due under the
      subscription agreements was $100,000, which has been shown as a reduction in
      equity on the Statement of Stockholders’ Deficit. This remaining balance due
      represents approximately 439,000 shares.




b)  For
      the
      year ended December 31, 2007, the Company issued 50,000 shares of the Company’s
      stock in exchange for consulting services. The shares were valued at the closing
      price of the Company’s common shares on the date of the agreement.





c)
      For
      the year ended December 31, 2007, the Company issued options to consultants
      to
      purchase 540,000 shares of the Company’s common stock. The exercise price of the
      options ranged from $.30 to $.64 per share. The options expire in two years
      and
      have a two year vesting period during which will be forfeited if the employee
      is terminated.
      For the year ended December 31, 2007, $176,326 was charged to operations for
      the
      above-mentioned transaction.





F-20




**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS








NOTE
      9 -
      STOCKHOLDERS' EQUITY (continued)





d)  In
      the
      first quarter of 2007, two stockholders exercised their options to purchase
      1,480,000 shares of the Company’s stock for $251,600.





e)  The
      Company has employment agreements with three individuals. The individuals serve
      as the Company’s Chief Executive Officer, Vice President and Chief Technical
      Officer. The term of the agreements are for five years and provides for cash
      compensation for a total of $272,000 per year, however, the three employees
      have
      agreed to accept 2,000,000 shares of the company’s restricted common stock in
      lieu of cash compensation. The three individuals received a 20% raise for 2007,
      resulting in cash compensation of $326,400 and agreed to accept 2,400,000 shares
      of the Company’s common stock. The executives also received an option to
      purchase 1,000,000 shares of the Company’s common stock. The exercise price of
      the options shall be the fair value market value of the common stock and options
      each have a two year vesting period during which they will be forfeited if
      the
      employee is terminated for cause or leaves the Company prior to the end of
      the
      term. The vesting period is accelerated in the event of a change in control
      of
      the Company.




f)
      For
      the year ended December 31, 2007 $726,400, was charged to operations for the
      above mentioned employment agreement.





g)  In
      2006,
      the Company entered into various subscription agreements with an individual
      for
      private placements in the amount of $570,000 to purchase 2,904,323 shares of
      the
      Company’s stock.





h)  In
      2006,
      the Company issued 580,000 shares of the Company’s stock in exchange for
      consulting services and marketing services. The shares were valued at the
      closing stock price of the Company’s common shares on the dates of the
      agreements.





i)  In
      2006,
      the Company issued 1,640,000 shares of the Company’s class B Stock in exchange
      for consulting services, relating to assisting the Company in investment
      banking, investor relations, business development and aligning strategic
      alliances for the purposes of introducing the Medlink EHR to the European
      market. These shares were valued at $.177. In
      addition, in 2006 this consultant exercised 610,000 shares of the Company’s
      class B options at a price of $.177.


F-21





**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS








NOTE
      9 -
      STOCKHOLDERS' EQUITY (continued)





j)  On
      January 1, 2006, the Company entered into new employment agreements with three
      individuals. The individuals will serve as the Company’s Chief Executive
      Officer, Vice President and Chief Technical Officer. The term of the agreements
      are for five years and provides for cash compensation for a total of $272,000
      per year, however, the three employees have agreed to accept approximately
      2,000,000 shares of the company’s restricted common stock in lieu of cash
      compensation. In addition the employees will receive an option to purchase
      each
      year 1,000,000 shares of the Company’s common stock. The exercise price of the
      options shall be the fair value market value of the common stock on the date
      granted to the employee ($.17). The options expire in ten years. The common
      stock and options each have a two year vesting period during which they will
      be
      forfeited if the employee if terminated for cause or leaves the Company prior
      to
      the end of the term. The vesting period is accelerated in the vent of a charge
      in control of the Company.


For
      the
      year ended December 31, 2006, $426,200 was charged to operations for the above
      mentioned employment agreements.





k)
      The
      following is a summary of the stock options outstanding during the year ended
      December 31, 2007 and 2006.





2007
            
            2006Stock
                  options outstanding, beginning of year
            
            
            1,750,000
            
            
            720,000Stock
                options granted during the year
            
            
            1,540,000
            
            
            1,640,000Stock
                options exercised during the year
            
            
            (1,480,000
            )
            
            (610,000
            )Stock
                options canceled
            
            
            0
            
            
            0Stock
                options outstanding, end of year
            
            
            1,810,000
            
            
            1,750,000




l)
      Deferred charges represent commission and consulting services to be rendered,
      which was paid for by the issuances of the Company’s common shares. Such charges
      were being shown as a reduction of the Company’s stockholders’ equity in the
      accompanying Consolidated Statement of Stockholders’ Equity and were amortized
      over the period of the services rendered.





F-22




**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS







NOTE
      10 -
      TREASURY STOCK





In
      December 2005, the Company acquired 817,227 shares of its stock at .09 per
      share
      in conjunction with a settlement with Four J’s (see Note 4).





In
      December 2003, the Company acquired 100,000 shares of its stock at $.57 per
      share (valued at the fair market value at date of acquisition) from an officer
      of the Company, the proceeds of which were used to offset the officer's loan
      receivable to the Company in the amount of $56,437.





Note
      11 -
      INCOME TAXES





The
      provision (benefit) for income taxes from continued operations for the years
      ended December 31, 2007 and 2006 consist of the following:




2007
            
            2006Current:Federal
                and state
            
            $
            0
            
            $
            0Deferred:Federal
                and state
            
            $
            (1,510,967
            )
            $
            (635,563
            )Benefit
                  from the operatingloss carryforward
            
            $
            1,510,967
            
            $
            635,563Benefit
                for income taxes, net
            
            $
            0
            
            $
            0





The
      difference between income tax expense computed by applying the federal statutory
      corporate tax rate and actual income tax expense is as follows:




2007
            
            2006Statutory
                federal income tax rate
            
            
            34.0
            %
            
            34.0
            %State
                income taxes
            
            
            6.0
            %
            
            6.0
            %Valuation
                allowance
            
            
            (40.0
            )%
            
            (40.0
            )%Effective
                tax rate
            
            
            (0.0
            )%
            
            (0.0
            )%





Deferred
      income taxes result from temporary differences in the recognition of income
      and
      expenses for the financial reporting purposes and for tax purposes. The net
      deferred tax assets and liabilities are comprised of the
      following:





F-23





**MEDLINK
      INTERNATIONAL, INC.**





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS








NOTE
      11 -
      INCOME TAX (continued)





The
      Company has a net operating loss carryforward of approximately $10,294,000
      available to offset future taxable income through 2020. The Company made a
      100%
      valuation allowance at December 31, 2007.





NOTE
      12 -
      COMMITMENTS AND CONTINGENCIES





The
      Company’s rental lease in Islandia, New York expires on August 31,
      2011.





Minimum
      annual lease commitments are as follows:





Year
                ended December 31,2007
            
            $
            51,0002008
            
            
            53,0002009
            
            
            55,0002010
            
            
            58,0002011
            
            
            39,000




Western
      Media Group Corp. and Med-Link are delinquent in filing their sales tax and
      payroll tax returns and New York State has filed a judgment against
      Med-Link.





In
      2007,
      the Company entered into an agreement with Dynatek Media Corporation to form
      Medlink TV, which will deliver content and advertising to a digital network
      in
      the waiting room of physician offices and outpatient clinics.





In
      2007,
      the Company entered into a co-marketing agreement with Eastman Kodak
      Company.





F-24