UNITED STATES

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

			Form 8-K


Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 27, 2011 (April 25, 2010)


		MEDLINK INTERNATIONAL, INC.
	(Exact name of registrant as Specified in its Charter)

Delaware				001-31771	41-1311718
(State of other jurisdiction of				(Commission File Number)	(IRS Employer
incorporation or organization)					Identification No.)

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

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 2, 2010 (November 26, 2010)

MEDLINK INTERNATIONAL, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-31771	41-1311718
(State or other jurisdiction of	(Commission File Number)	(I.R.S.Employer
incorporation or organization)		Identification Number)

1 Roebling Court

Ronkonkoma, New York 11797

(Address of principal executive offices, Zip code)

631-342-8800

(Registrant’s telephone number, including area code)

(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))

Item 14.01. Changes ~~Entry~~in ~~into~~Registrant’s aCertifying ~~Material Definitive Agreement~~Accountant

~~Convertible~~Previous ~~Debenture~~independent ~~Offering:~~registered public accounting firm

On ~~November~~March 267, ~~2010~~2011 Jewett, ~~MedLink International~~Schwartz, ~~Inc.~~Wolfe ~~(the~~& ~~“Company”)~~Associates ~~and several institutional investors~~ (“~~Investors~~JSW”) ~~entered~~advised ~~into a Subscription Agreement (“Subscription Agreement”), attached hereto as Exhibit 10.1, pursuant to which Investors purchased from~~ the Company athat ~~senior~~its ~~secured~~audit ~~convertible~~practice ~~debenture~~was ~~(the~~acquired ~~“Debenture”),~~by ~~attached~~RBSM ~~hereto~~LLP ~~as Exhibit 10.2, in the principal amount of $1,250,000~~ (~~the~~ “~~Investment~~RBSM”), ~~with~~ an ~~original~~independent ~~issue~~registered ~~discount~~public ofaccounting ~~10% to the principal amount (“Convertible Debenture Offering”)~~firm. ~~The~~As ~~Debenture bears interest at~~ a ~~rate~~result of ~~10%~~the ~~per~~acquisition ~~annum~~JSW ~~and~~effectively isresigned ~~convertible~~as ~~into shares of~~ the Company’s ~~class~~independent Aregistered ~~common~~public ~~stock~~accounting ~~(“Common~~firm ~~Stock”)~~and atRBSM ~~any~~was ~~time~~appointed ~~commencing nine months from the date of the Debenture at a conversion price of $0.83 per shares, subject~~ to ~~adjustment. The~~serve ~~Debenture~~as ~~is due and payable on May 26, 2012. In connection therewith,~~ the Company’s ~~also~~independent ~~issued:~~registered ~~(i)~~public anaccounting ~~aggregate~~firm ofby ~~753,012 Class A.1 Warrants (“Class A.1 Warrants”), in~~ the ~~form~~Company’s ~~attached~~Board ~~hereto as Exhibit 10.3, and (ii) an aggregate~~ of ~~753~~Directors,~~012~~ ~~Class~~acting ~~A.2 Warrants (“Class A.2 Warrants”), in the form attached hereto~~ as ~~Exhibit 10.4, to~~ the Investors. The Class A.1 Warrants are exercisable at a price of $1.50 per share, subject to adjustment, and the Class A.2 Warrants are exercisable at a price of $2.00 per share, subject to adjustment. Each of the Class A.1 Warrants and the Class A.2 Warrants are exercisable for a period of 5 years. The Investors were also issued an aggregate of 187,500 shares of the Company’s ~~Common~~Audit ~~Stock in connection with their purchase of the Debenture (the “Additional Shares”)~~Committee. The Debentures, the Class A.1 Warrants, the Class A.2 Warrants and the Additional Shares, were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Aegis Capital Corporation acted as placement agent for the transaction. Total commissions paid in connection with this transaction were $112,500.00 in cash, 56,250 Class A.1 Warrants, and 56,250 Class A.2 Warrants.

~~Pursuant~~The toreports ~~the~~of ~~terms~~JSW ofon the ~~Subscription~~Company’s financial ~~Agreement,~~statements for the ~~Company~~years ~~agreed,~~ended ~~among~~December ~~other things~~31, to2009 ~~use~~and ~~the~~2008 did ~~net~~not ~~proceeds~~contain ~~from~~an ~~the~~adverse ~~Investment~~opinion ~~substantially~~or ~~for~~disclaimer ~~working~~of ~~capital~~opinion, and ~~the~~such ~~completion~~reports ofwere ~~the~~not ~~acquisition~~qualified ~~of MedAppz~~ or ~~any~~modified ~~other~~as ~~acquisition~~to ~~that~~uncertainty, isaudit ~~previously~~scope, ~~approved~~or inaccounting ~~writing~~principle, byexcept that the ~~Investors.~~reports ~~Without~~of ~~limiting~~JSW on the ~~foregoing,~~Company’s ~~the~~consolidated ~~net~~financial ~~proceeds~~statements ~~from~~as ~~the~~of ~~Investment~~and ~~may~~for ~~not,~~the ~~and,~~years ~~shall~~ended ~~not~~December 31, be2009 ~~used~~and ~~for~~2008 ~~accrued~~contained ~~and~~an ~~unpaid~~explanatory ~~officer~~paragraph ~~and~~which ~~director~~noted ~~salaries,~~that ~~nor~~there ~~payment~~was ofsubstantial ~~financing~~doubt ~~related~~as ~~debt,~~to ~~nor~~the ~~redemption~~Company’s ofability ~~outstanding~~to ~~notes~~continue oras ~~equity~~a ~~instruments~~going ofconcern ~~the~~due ~~Company,~~to ~~nor~~a ~~non-trade~~deficit ~~payables~~in ~~outstanding~~working oncapital ~~the~~and ~~Closing~~incurring ~~Date~~significant losses.

~~The~~During ~~Company~~the ~~also~~years ~~agreed~~ended ~~under~~December 31, 2009 and 2008, and through March 7, 2011, the ~~Subscription~~Company ~~Agreement~~has tonot ~~indemnify~~had ~~Investor~~any ~~for~~disagreements ~~losses~~with ~~arising~~JSW ~~out~~on any matter of accounting principles or ~~resulting~~practices, ~~from~~financial ~~material~~statement ~~breaches~~disclosure ofor ~~representations~~auditing scope or procedure, ~~warranties~~which disagreements, ~~agreements~~if ~~and~~not ~~covenants~~resolved ~~made~~to byJSW’s ~~the~~satisfaction, ~~Company~~would inhave ~~the~~caused ~~Subscription~~them ~~Agreement~~to ormake ~~the~~reference ~~other~~thereto ~~agreements~~in ~~entered~~their ~~into~~reports inon ~~connection~~the ~~therewith~~Company’s financial statements for such periods.

~~Pursuant~~During to the ~~terms~~years ofended ~~each~~December of31, ~~the~~2009 ~~Debentures~~ and ~~the Warrants the Investors received full-ratchet anti-dilution protection in the event that any shares of Common Stock~~2008, orand ~~securities~~through ~~convertible~~March ~~into Common Stock~~7, ~~are issued at less than the conversion price of the Debenture~~2011, orthere ~~exercise~~were ~~price~~no ofreportable ~~the Warrants~~events, as ~~applicable,~~defined ~~except~~ in ~~connection with the following issuances of the Company’s Common Stock, or securities convertible into Common Stock:~~ Item 304(~~i) the Company’s issuance of its securities as full or partial consideration in connection with~~ a ~~strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity, (ii~~) ~~the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements,~~ (~~iii~~1) the Company’s issuance of restricted Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, advisory board members, and consultants pursuant to plans approved by the Company’s board of directors, or (ivv) ~~as a result~~ of the exercise of Warrants or conversion of Debentures which are granted or issued pursuant to the Subscription Agreement and related Agreements entered into on the unamended terms in effect on the Closing DateRegulation S-K.

~~Upon~~The ~~the~~Company ~~occurrence~~provided ofJSW anwith ~~Event~~a ofcopy ~~Default~~ of ~~the~~this ~~Debentures,~~disclosure ~~that~~set isforth ~~not~~under ~~subsequently~~this ~~cured~~Item ~~within~~4.01 ~~the~~requested ~~applicable~~JSW ~~“cure” period, the Conversion Price of the Debentures shall be adjusted~~ to ~~the~~furnish ~~lower~~a ofletter ~~(i)~~addressed ~~50% of the previous five (5) day volume weighted average price (as determined by Bloomberg L.P.) immediately prior~~ to the ~~date~~Securities of& ~~the~~Exchange ~~Event~~Commission ofstating ~~Default~~whether ofor ~~the~~not ~~Company’s~~it ~~Common~~agrees ~~Stock~~with ~~and (ii)~~ the ~~then~~above ~~applicable Conversion Price, and the Holder will have the right to redeem the entire outstanding principle of the Debentures together with all accrued and unpaid interest~~statements.

~~Additionally,~~A ~~the~~copy ~~Company~~of ~~entered into a security agreement with~~ the ~~Investors,~~letter infrom ~~the~~JSW ~~form~~is attached hereto as Exhibit 1016.~~5, whereby the Company granted the Investors a security interest in all of the Company’s assets until such time as the Debentures are repaid or converted in full~~1.

2New independent registered public accounting firm

~~The~~On ~~Company’s~~March ~~officers~~15, directors and 5% or greater shareholders have entered into a lockup agreement, in the form attached hereto as Exhibit 10.6, whereby they have agreed not to sell any of the shares of Common Stock beneficially owned by them: 2011 (~~i) from~~ the ~~date~~“Engagement ~~of the Subscription Agreement until the earlier of (A~~Date”), the ~~date~~Company ofengaged ~~the~~RBSM ~~repayment~~as orits ~~conversion~~independent ofregistered ~~the~~public ~~Debenture~~accounting infirm ~~full~~for ~~and (B) twelve (12) months after~~ the ~~effectiveness~~Company’s offiscal ~~the~~year ~~Registration~~ended ~~Statement,~~December ~~if any~~31, ~~without~~2010. ~~the~~The ~~written~~engagement ~~consent~~ of aRBSM ~~majority~~as ~~in interest of~~ the ~~Investors or (ii) if the person entering into the lockup agreement is an officer of the~~ Company’s ~~and~~independent ~~not~~registered apublic ~~director~~accounting orfirm ~~beneficial~~was ~~owner,~~approved ~~then until such person is no longer employed and has not been employed~~ by the Company ~~or any of the Company~~’s ~~subsidiaries~~Board ~~for~~of ~~the preceding three months; provided~~Directors, ~~however,~~acting ~~that~~as ~~any~~the ~~such restriction pursuant to this subsection shall not prevent any terminated employee from exercising any stock options issued to such employee under a~~ Company’s ~~approved~~Audit ~~stock option plan~~Committee.

~~The~~During ~~foregoing summary of~~ the ~~terms~~two ~~and~~most ~~conditions~~recent offiscal ~~the~~years ~~Subscription~~and ~~Agreement,~~through the ~~Debenture,~~Engagement ~~the Warrants~~Date, the ~~Security~~Company ~~Agreement~~has ~~and the Lockup Agreement do~~ not ~~purport~~consulted towith beRBSM ~~complete~~regarding ~~and is qualified in its entirety by reference to the full text of each of the aforementioned documents attached as Exhibits hereto, and which are hereby incorporated herein by reference.~~either:

~~Common~~1. ~~Stock~~the ~~Offering:~~application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

On2. ~~November~~any ~~26,~~matter ~~2010,~~that ~~the~~was ~~Company~~either ~~completed a private placement of an aggregate of 1,500,000 shares of its Class A Common Stock, with 300,000 or 20% of~~ the ~~shares~~ subject toof a 12disagreement ~~month~~(as ~~lockup,~~defined ~~and~~in anparagraph ~~aggregate of 600,000 Class A1 Warrants and 600,000 Class A2 Warrants~~ (~~“Common Stock Offering”~~a) ~~to individual investors excercisable into the Company’s Class A Common Stock. The Class A1 Warrants are exercisable for three~~ (31)(iv) ~~years from the date~~ of ~~subscription~~Item at304 ~~an exercise price~~ of ~~$1.50~~Regulation ~~per~~S-K ~~share, subject to adjustment~~ and the ~~Class~~related A2instructions ~~Warrants are exercisable for three (3~~thereto) ~~years~~or ~~from~~a ~~the~~reportable ~~date~~event ~~of subscription at an exercise price of $2.00 per share, subject to adjustment. Each of the forms of Class A1 Warrants and Class A2 Warrants are attached hereto~~ (as ~~Exhibit~~described ~~10.7 and 10.8, respectively. The Company received $1,000,000~~ in ~~gross~~paragraph ~~proceeds from the Common Stock Offering. The Common Stock, the Class A1 Warrants and the Class A2 Warrants, were issued pursuant to the exemption from registration contained in Section 4~~(2a)(1)(v) of ~~the~~Item ~~Securities~~304 ~~Act~~ of ~~1933,~~Regulation ~~as amended (the “Securities Act”~~S-K). Aegis Capital Corporation acted as placement agent for the transaction. Total cash commissions of $120,000.00 were paid in connection with this transaction, and 45,000 Class A1 warrants and 45,000 Class A2 warrants.

~~The~~Item ~~investors~~4.02 Non-Reliance ~~received~~on ~~piggyback~~Previously ~~registration~~Issued ~~rights~~Financial ~~with~~Statements ~~respect~~or toa ~~their~~Related ~~shares~~Audit ofReport ~~common~~or ~~stock~~Completed ~~and~~Interim ~~the shares of common stock underlying the Class A1 and Class A2 Warrants~~Review.

~~For~~On aApril ~~full~~25, ~~description~~2011, the Board of directors (the ~~Class~~“Board”) A1of ~~and~~MedLink ~~Class~~International, A2Inc. ~~Warrants~~(the ~~sold~~“Company”) concluded that the Company’s previously filed financial statements for the fiscal year ended December 31, 2010 and 2009 included in the ~~common~~Company’s ~~stock~~December ~~offering~~31, ~~please~~2010 ~~review~~Annual ~~exhibits~~Report on SEC Form 10-K filed with the Securities & Exchange Commission on April 25, 2011 should no longer be relied upon.7 The Board came to this conclusion based on notification received from its independent registered public accounting firm, RBSM LLP ( “RBSM”) that the Company filed its December 31, 2010 and 2009 financial statements together with an Audit Report from RBSM without obtaining a manually signed copy of RBSM’s Audit Report authorizing the Company to include their Audit Report on the Company’s December 31, 2010 financial statements included in the Company’s December 31, 2010 Annual Report on SEC Form 10-K.8 In ~~hereto~~addition, the Company filed its December 31, 2009 financial statements together with an Audit Report from its predecessor independent public accounting firm, Jewett, Schwartz, Wolfe & Associates without obtaining a manually signed copy of Jewett, Schwartz, Wolfe & Associates Audit Report authorizing the Company to include their Audit Report on the Company’s December 31, 2009 financial statements included in the Company’s December 31, 2010 Annual Report on SEC Form 10-K.

~~Item~~Upon 3being notified by RBSM, the Company discovered its error.02 Accordingly, the Company will restate its Annual Report on Form 10-K for the years ended December 31, 2010 and 2009 to include a duly authorized Audit Report from RBSM for the year ended December 31, 2010 and a duly authorized Audit Report from Jewett, Schwartz, Wolfe & Associates for the year ended December 31, 2009. ~~Unregistered~~The ~~Sales~~Company ofwill ~~Equity~~amend ~~Securities~~its Annual Report on Form 10-K/A for the year ended December 31, 2010 previously filed with the SEC to restate its financial statements as soon as practicable.

~~See~~The ~~Item~~Company's ~~1.01~~Board of ~~this~~Directors ~~Current~~has ~~Report~~discussed onthe ~~Form~~matters ~~8-K,~~disclosed ~~which~~in ~~Item is incorporated herein by~~ this ~~reference,~~filing ~~for~~under Item 4.02(a) ~~description~~with of the ~~terms~~Company's ofcurrent ~~the Convertible Debenture Offering~~ and ~~the~~predecessor ~~Common~~independent ~~Stock Offering, including the issuance of the securities in connection therewith~~auditors.

Item 9.01. Financial Statements and Exhibits.

(ad) Exhibits.

10.1	Subscription Agreement dated November 26, 2010 (without schedules and exhibits)
Exhibit No.	Description of Exhibit
10.2	Form of Senior Secured Convertible Debenture
16.1	Letter from Jewett, Schwartz, Wolfe & Associates
10.3	Form of Class A.1 Warrant
10.4	Form of Class B.1 Warrant
10.5	Form of Security Agreement
10.6	Form of Lockup Agreement
10.7	Form of Common Stock Offering Class A Warrant
10.8	Form of Common Stock Offering Class B Warrant
99.1	Press Release dated November 29, 2010

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company does not undertake a duty to update any forward looking statements made in this Form 8-K.

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, ~~hereunto~~thereunto duly authorized, on April 27, 2011.

	MEDLINK INTERNATIONAL, INC.
Date: December 2, 2010		By: /s/ Ray Vuono
	Name: Ray Vuono
	Title: Chief Executive Officer

MedLink International, Inc.

4By: /s/ RAY VUONO Ray Vuono Chief Executive Officer

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