UNITED STATES

United States Securities and Exchange Commission Washington, D.C. 20549

			FORM 8-K

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

	Date of Report: November 8, 2010 (Date of Earliest Event Reported): November 1, 2010


	Commission File Number: 1-31771

		MEDLINK INTERNATIONAL, INC.
	(Exact name of registrant as specified in its charter)

Delaware				1-31771		41-1311718
(State of other jurisdiction of incorporation or organization)				(Commission File Number)		(IRS Employer Identification No.)

	1 Roebling Court, Ronkonkoma, NY				11779
	(Address of principal executive offices)				(Zip code)

	631-342-8800 (Registrant’s telephone number)
	_______________________________________________ (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~SECURITIES~~Item ~~AND~~1.01 Entry ~~EXCHANGE~~into ~~COMMISSION~~a Material Definitive Agreement.

~~Washington~~On November 1, D2010, MedLink International, Inc.C, (the “Registrant”), entered into an Asset Purchase Agreement (“Purchase Agreement”) with MedAppz, LLC., ~~20549~~and ParaCom, LLC., the revenue cycle management division of MedAppz, LLC. (collectively “MedAppz”) to acquire substantially all of the assets of MedAppz for total consideration of $3,500,000 (“Purchase Price”). The Purchase Price is comprised of 1,852,120 shares of class A common stock, par value $0.001, of the Company (the “Common Stock”), having an aggregate value of $1,640,978 (valued at a price per share equal to the average closing price of the Company’s common stock on The-Over the Counter-Bulletin-Board for the ten most recent trading days preceding the closing), a $385,000 note and a $115,000 note each with a maturity date of November 15, 2010 bearing 5% per annum interest upon maturity, a $500,000 note with a maturity date of December 31, 2010 bearing 10% per annum interest upon maturity, and the assumption of a certain specified liability in the amount of $859,023. In addition, MedAppz will be entitled to receive cash earn-out payments 45 days following the end of each calendar quarter for a period of 3 years for gross revenues earned from seven (7) agreements acquired by the Registrant as part of the Agreement. The earn-out percentage will be 3% for sales less than $35m, 4.5% for sales between $35m and $63m, and 6% for sales of more than $63m, the percentages will be based on cumulative gross revenue and will be recalculated following each calendar quarter should a higher target amount be met that would increase the commission percentage. In addition, at the closing of the Asset Sale, the Company will issue to MedAppz an option to purchase up to two-hundred thousand shares of the Registrant’s common stock at an exercise price of $2.00 per share. This option will vest one year from closing and expire on the fourth anniversary of the closing.

~~————————————~~The Purchase Agreement further provides that in the event the Registrant files a registration statement with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, MedAppz has the right to request that the Registrant include in that registration statement the Common Stock held by MedAppz.

~~FORM~~The ~~8-K~~shares issued to MedAppz were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).

~~CURRENT~~This ~~REPORT~~description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Purchase Agreement, which are attached as Exhibit 10.21 hereto, respectively, and are incorporated by reference herein.

~~Pursuant~~Item to2.01 Completion ~~Section~~of 13Acquisition ORor ~~15(d)~~Disposition of ~~The~~Assets.

~~Securities~~The ~~Exchange~~information ~~Act~~set offorth ~~1934~~in Item 1.01 is incorporated by reference into this Item 2.01.

~~Date~~Item of3.02 Unregistered ~~report~~Sales ~~(Date~~ of ~~earliest~~Equity ~~event~~Securities ~~reported):~~and ~~October~~Use ~~16,~~of ~~2009~~Proceeds.

~~————————————~~The information set forth in Item 1.01 related to the issuance of the Common Stock is hereby incorporated by reference under this Item 3.02.

~~MEDLINK~~Item ~~INTERNATIONAL,~~9.01. Financial ~~INC~~Statements and Exhibits.

(~~Exact~~a) ~~name~~Financial Statements of ~~registrant~~Business ~~as specified in its charter)~~Acquired

~~————————————~~(1) Audited Financial Statements for the years ended December, 31, 2009 and 2008 for MedAppz, LLC to be filed within 75 days from November 1, 2010.

Delaware	1-31771	41-1311718
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(2)	Unaudited Financial Statements for the nine months ended September 30, 2010 and 2009 for MedAppz, LLC to be filed within 75 days from November 1, 2010.

1 Roebling Court, Ronkonkoma, NY	11779
Exhibit Number	Description of Exhibit
(Address of principal executive offices)	(Zip Code)
10.21	Asset Purchase Agreement, dated as of November 1, 2010, by and between MedLink International Inc. on the one hand, and MedAppz, LLC. and Paracom Health Services, LLC.*
99.2	Press release of MedLink International, Inc., dated November 8, 2010.
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

Registrant’s telephone number, including area code: (631) 342-8800

NONE (Former name or former address, if changed since last report)

————————————

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4(c))

ITEM 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On October 16, 2009, the Company’s board of directors, upon the recommendation of management and after discussion with our independent registered public accounting firm, Jewett, Schwartz Wolfe & Associates, concluded that the previously issued financial statements contained in our annual reports on Form 10-K for the years ended December 31, 2007 and 2008, and our quarterly reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008, September 30, 2008, March 31, 2009 and June 30, 2009 should no longer be relied upon because of errors in those financial statements, and that we will restate these financial statements to make the necessary accounting corrections. Similarly, the reports of our independent registered accounting firm related to these financial statements for the related periods also should no longer be relied upon.

The restatement will not have any impact on earnings as reported in the consolidated statements of operations.

The Company filed a 10-K/A on September 22, 2009 and minor reclassifications were made to the December 31, 2007 audited financials in order to conform to the December 31, 2008 financial statement presentation. There were no adjustments or restatements made to the balances previously reported as of December 31, 2007. Additionally, the Company amended and reclassified the cash flow for the year ended December 31, 2007 that was presented in the 10K filed for December 31, 2008 to reflect the proceeds of $1,027,831 as a financing activity that was originally presented as operating activities. These reclassifications require the Company to restate the annual and quarterly reports for the periods first listed above.

In light of the disclosure provided in this report, management of the Company is assessing the impact on its internal controls over financial reporting.

The Company intends to provide all restated financial information referred to in this Item 4.02(a), including explanatory information, in an amendment to its Annual Report on Form 10-K for the fiscal years ended December 31, 2008 and 2007 and Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2008, June 30, 2008, September 30, 2008, March 31, 2009 and June 30, 2009.

SIGNATURES

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

~~MEDLINK~~Date: ~~INTERNATIONAL~~November 8, ~~INC.~~2010

~~Date~~By: /s/ ~~October~~Ray ~~22, 2009~~Vuono

ByName: ~~/s/~~ ~~James~~Ray ~~Rose~~ Vuono

~~James~~Title: ~~Rose~~ Chief Executive Officer

Chief Financial Officer

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