Attached files
| file | filename |
|---|---|
| EX-10.1 - AGREEMENT AND PLAN OF REORGANIZATION - Medifirst Solutions, Inc. | f8k021314a10exi_medifirst.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 13, 2014
MEDIFIRST SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 27-3888260 | |||
| State or other jurisdiction incorporation | Commission File Number | IRS Employer Identification No. |
| 50 Oxford Rd., Manalapan, NJ | 00726 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (732)-786-8044
(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 240.13e-4(c))
This amendment is filed to amend certain disclosures contained in the Current Report on Form 8-K filed by the Registrant on February 19, 2014.
Section 1- Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Effective February 13, 2014, the Company entered into an Agreement and Plan of Reorganization (“Agreement”) with Consumer Resources Consultants, Inc. of Lake Worth, Florida (“Consumer”). Pursuant to the Agreement, the Company acquired an 80% equity interest in Consumer and Consumer became a subsidiary of the Company.
Item 2.01 Completion of Acquisition or Disposition of Assets
The Company incorporates by reference the disclosures in Item 2.01 of this Report.
A copy of the Agreement is attached to this Report as Exhibit 10.1
Section 9- Financial Statements and Exhibits
Item 9.01 Exhibits
| Exhibit No. | Description | |
| 10.1 | Agreement and Plan of Reorganization dated February 13, 2014. |
The financial statements of Consumer Resources Consultants, Inc. are not included with this report but will be filed along with proforma financial statements in an amended report within 71 days of the date of the original report disclosing the acquisition.
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 duly authorized.
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MEDIFIRST SOLUTIONS, INC.
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Dated: February 21, 2014
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By:
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/s/ Bruce J. Schoengood |
| President and Chief Executive Officer | ||