Medifirst Solutions, Inc. - FORM 10-K

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EX-31.1 - CERTIFICATION - Medifirst Solutions, Inc.	f10k2013ex31i_medifirst.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2013

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 333-178825

Medifirst Solutions, Inc.

(Name of small business issuer in its charter)

NEVADA		23-3888260
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

45 E. Main St. Suite 208 Freehold NJ 07728
(Address of Principal Executive Offices)

Issuer’s telephone number: (732) 786-8044

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if registrant is a well-known seasoned issuer, ad defined under Rule 405 of the Securities Act Yes o No þ

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer.	o	Accelerated filer.	o
Non-accelerated filer.	o	Smaller reporting company.	þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2013: NOTE: You need to calculated the aggregate market value of your shares outstanding as of June 30, not the bid and ask prices.

As of April 14 2013, there were [16,381,750] shares of the issuer’s common stock outstanding.

Documents incorporated by reference: None

TABLE OF CONTENTS

		Page
Part I
Item 1	Business	4
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	13
Item 2	Properties	13
Item 3	Legal Proceedings	13
Item 4	Mine Safety Disclosures	13
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6	Selected Financial Data	18
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	18
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	21
Item 8	Financial Statements and Supplementary Data	21
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A	Controls and Procedures	22
Item 9B	Other Information	22
Part III
Item 10	Directors and Executive Officers and Corporate Governance	22
Item 11	Executive Compensation	24
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13	Certain Relationships and Related Transactions, and Director Independence	25
Item 14	Principal Accountant Fees and Services	26
Part IV
Item 15	Exhibits, Financial Statement Schedules	27
	Signatures	28

In this report, unless the context indicates otherwise, the terms "Medifirst," "MSI, ""Company," "we," "us," and "our" refer to Medifirst Solutions, Inc., a Nevada corporation.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934 or the "Exchange Act." These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results.

In some cases, you can identify forward-looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "anticipate," "estimate," "predict," "potential," or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management's current expectations and beliefs, which management believes are reasonable. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:

·	new competitors are likely to emerge and new technologies may further increase competition;

·	our operating costs may increase beyond our current expectations and we may be unable to fully implement our current business plan;

·	our ability to obtain future financing or funds when needed;

·	our ability to successfully obtain and maintain our diverse customer base;

·	our ability to protect our intellectual property through patents, trademarks, copyrights and confidentiality agreements;

·	our ability to attract and retain a qualified employee base;

·	our ability to respond to new developments in technology and new applications of existing technology before our competitors;

·	acquisitions, business combinations, strategic partnerships, divestures, and other significant transactions may involve additional uncertainties; and

·	our ability to maintain and execute a successful business strategy.

Other risks and uncertainties include such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing and management personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the "SEC." You should consider carefully the statements under "Item 1A. Risk Factors" and other sections of this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

PART I

ITEM 1. BUSINESS

Corporate History

Medifirst Solutions, Inc. was incorporated in Nevada in November 2010. We are in the development stage and have a diverse product line including both consumer products and digital media. Since our inception, we have been engaged in business planning activities, including researching the industry, identifying target markets for our products, developing our models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for establishing our offices and identifying future sources of capital. At the present time, The Company is a distributor for Botanical LED Light Therapy products, has instituted an anti-aging program in the Boca Med Spa in Boca Raton Florida, is a dealer for Atmospheric Water Solutions, Inc. to sell water machines that makes drinking water from air, has a computer IT remote support division, and has secured trademarks for magazines that would cover the legal cannabis in Colorado, Florida as well as the B2B industry. The company plans to launch a website portal for the cannabis industry. Currently medical marijuana is not legalized in Florida but the company is exploring all opportunities and possibilities for related services that does not directly involve cannabis, or any forms of cannabis should it become legal. We have a subsidiary called Consumer Resources Consulting for IT support.

We have never declared bankruptcy, we have never been in receivership, and we have never been involved in any legal action or proceedings. To date, we have not made any significant purchase or sale of assets, nor have we been involved in any mergers, or consolidations and we currently have no intention to engage in a merger with an unidentified company. We have acquired Consumer Resources Consultants, Inc. and may pursue strategic acquisitions that complement our current business model which may allow us to expand our activities and capabilities and advance our production if the appropriate opportunity arises. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act, since we have a specific business plan or purpose as described in this annual report.

Business

Health & Wellness Division

Medifirst Light Therapy Systems. Medifirst has launched a new Health and Wellness Division with a new and cutting-edge LED Botanical Light Therapy Systems. Medifirst signed an agreement with Panacea Photonics whereas it is the exclusive distributor for New York and New Jersey for the LED Light Therapy Systems that incorporates rainforest botanicals in using the technology. Medifirst has attended trade shows in both New York and Orlando and will continue to introduce the LED systems to both the public and to healthcare professionals. The Botanical Light Therapy Systems will appeal to Doctors, Chiropractors, Acupuncturists, Cosmetologists, Spa and Wellness Centers and most practitioners of Alternative Medicine. This sector represents thousands of healthcare professionals that fall within our exclusive territory and gives us a fantastic opportunity to greatly expand our client base and develop more products to add to our pipeline.” The patent-pending Light Therapy System, developed by Panacea Photonics, uses special botanical formulas to produce amazing results. The botanical solutions utilize highly researched and artfully blended South American Rain Forest botanicals and are rigorously tested to insure the highest levels of performance & safety. They are formulated with 100% all-natural, naturally harvested, hand-crafted, artfully blended & indigenous tribally sourced botanicals.

The Market

In a recent report by iData Research, a leading authority in pharmaceutical market research, the market for cosmetic plastic surgery, facial aesthetics and medical lasers is expected to almost double in size, exceeding $3 billion by 2017. The market for Botox injections is expected grow to an estimated $543 million by 2017.

In addition to Botox, competitor Dysport is rapidly growing in the market. Juviderm and Restylane facial dermal fillers are also growing in the lucrative injectable filler market. iData’s report states that the U.S. market for aesthetic facial injectable products is valued at almost $860 million in 2010.

The cosmeceutical industry is rapidly growing, with expected double-digit growth during the next 3 years. Although demand is growing, competition is also increasing with the entry of mass-market chains and alternative treatment options. In addition to the major manufacturers, doctor brands are penetrating the market and taking a significant market share.

According to another recent market report published by Transparency Market Research "Skincare Devices Market (Lasabrasion, Microdermabrasion, Liposuction, LED Therapy, Dermatoscopes, Skin Rejuvenation, Cellulite Reduction, Skin Tightening & Body Contouring and Hair Removal) - Global Industry Analysis, Size, Share, Growth, Trends and Forecast, 2012 - 2018," in 2011, the global skincare devices market was valued at USD 5.4 billion and is expected to grow at a CAGR of 10.1% from 2012 to 2018, to reach an estimated value of USD 10.7 billion in 2018. The market for LED therapy devices accounted for the largest share of the total market for treatment devices whereas the lasabrasion devices market is expected to record the highest growth during the forecast period. The rising numbers of liposuction and hair removal procedures make these market segments highly attractive in terms of revenue and CAGR. Worldwide acceptance and use of laser and light based devices for aesthetic treatments will drive growth in future.

Market Strategy

Our strategic marketing plan is based on utilizing (1) social media, print advertising and attending trade shows and conferences. However, we cannot guarantee that any of our marketing efforts will be successful or offer any assurances that we will be successful in selling the LED Light Therapy Devices to health care professionals.

Internet Sales

The company will promote the device on the internet but is it not sold online.

Direct Sales.

Attending trade shows is one of the most effective ways we can expose our product to large numbers of potential buyers both domestic and international. The LED can be used by any spa and wellness centers and does not require supervision under a doctor.

Regulation

LED device is safe with no side effects and does not have to be registered as a medical device with the FDA.

Competition

Most devices and procedures currently used are invasive with potential side effects. Additionally, many of these procedures are very expensive for both the health care professionals to purchase them as well as the procedure cost to the patient or consumer. This includes: Class four lasers, Microdermabrasion, Fraxel lasers, Botox, skin fillers, chemical peels and others. The LED Light Therapy is non invasive, affordable, mobile and easy to use. We offer our LED device kits at an average price of $2,000 compared to tens of thousands to our competition. Because of the low cost, each spa or healthcare professional have to flexibility to set their rates for their clients or patients.

Atmospheric Water Solutions

The company is a dealer and sales representative for Atmospheric Water Solution, a Florida based company that generates water by using an advanced patented technology. The water generating machines extract water directly from the air we breathe. By using a patented, advanced filtration and purification system, AWS machines purify water to the cleanest, purest standards in the world. Simply put, this is very pure drinking water. Medifirst is the exclusive distributor for tradeshows within the US for the entire Spa and Wellness industry and will seek to expand to international sales as well. The units operate on standard 110V power and on average one gallon of water generated will cost about 10 cents. The units start as a table top model generating up to three gallons a day to large standing machines making up to 400 gallons a day.

Revenue

We expect to generate revenue through trade shows for the Spa and Wellness industry and have begun to generate sales in Q1 of 2014.

The Market

Across the globe consumers have reached into their pockets to the tune of $50 billion dollars this year to purchase bottled water. In the United States consumers have reached into their pocket to the tune of $10.8 billion dollars to purchase bottled water, which is a tremendous statement as to consumer’s support of the bottled water industry. The latest upward trend in the purchasing power of bottled water was reflected in 2006 when total bottled water volume exceeded 8.25 billion gallons, a 9.5 percent increase over 2005, and the 2006 bottled water per capita consumption level of 27.6 gallons increased by over two gallons, from 25.4 gallons per capita the previous year. Additionally, the wholesale sales for bottled water in 2006 increased 8.5 percent over 2005. Today bottled water is the fastest-growing beverage category in the world and the preferred beverage of choice in our present on-the-go society.

Market Strategy

The company has introduced the water machine at the premiere Spa and Wellness show in the country, the IECSC show at the Javits Center in NYC this past March. We will continue to introduce the machines at all events we attend as an exhibitor. Additionally, the manufacturer will continue to provide Medifirst leads and sales from the Spa and wellness industry.

Competition

There are several online companies selling water from airs devices. According to Atmospheric Water Solutions the manufacturer, they are violating their patent and have been contacted accordingly. But most of the competition is bottled water from the ground and not water from air. What sets us apart is that our machine makes the water from the humidity in the air and no other water source is needed. It is important to note that in a region with there is very little humidity, under 20% the device will not generate water.

Revenue

We have began to generate revenue as of Q1 of 2014.

Remote Technical Support

Consumer Resources Consultants Inc., a Florida based company that provides online remote technical support to PC users. Focusing on the ever increasing need for solid IT infrastructure in the medical industry, Medifirst has identified Consumer Resources as an integral fit in meeting this demand. By adding the skill set already demonstrated by Consumer Resources, Medifirst continues to expand its operations and team, filling key elements with an eye on the future.

The Market

Online computer repair is all set to emerge as one of the fastest growing fields in the IT sector. This factor has been revealed by the leading online computer support company, iRepair.net. The company has witnessed a tremendous growth in its subscriber base and a large number of computer users from across the world are finding their services more efficient, reliable as well as pretty affordable.

In the PC business enterprises, users prefer remote service providers for their specialization in handling a wide variety of devices from different manufacturers. Such a diverse array of portfolio is quite difficult to find with a local computer repair shop. For example, a local PC repair center may have staff to handle Dell machines but they may not be able to offer Toshiba tech support. Thus, a remote PC repair company has the right solution for the users of different computing devices. A majority of computer users is fast choosing a remote PC repair service provider for the convenience and flexibility they get from them.

Market Strategy

The company will use social media, and internet advertising and marketing as well as already established relationships to continue to produce sales, growth and revenue.

Competition

There are dozens of companies offering PC support in the online marketplace. This is a very competitive industry including pricing and service. Consumer Resources is trying to establish itself at a small boutique business for quality service and IT support.

Revenue

We have began to generate revenue as of Q1 of 2014.

Legal Medical Marijuana

Currently Medifirst is not doing any business in the legal medical or recreational industry. It is closely watching the progress in Florida to legalize medical marijuana. Based on current federal laws, the company will not be growing or selling marijuana in any states where it is legal or becoming legal. Medifirst has identified a number of possible products and services for the industry that does not directly involve legal marijuana directly. Magazine publishing and an industry website portal are both currently planned. The company is currently looking into kitchen services and industry consulting as possible future entry points for Florida. Medifirst will at the time of legalization will study state and federal rules, laws and restrictions very carefully before making its final decisions to enter those business or services.

The Market

U.S. retail cannabis sales will rise more than five-fold over the next five years, from an estimated $2.2-$2.6 billion in 2014 to $7.4-8.2 billion in 2018, according to new financial data released today in the 2014 edition of the Marijuana Business Fact book. Although the 2014 estimated sales are right in line with predictions from last year’s edition of the Fact book, the 2018 forecast has risen by roughly $2 billion. This lift is largely due to the impact of last August’s Cole Memorandum wherein the federal Department of Justice stated it would take a hands-off approach to the cannabis industry as long as companies obey local laws and state regulations and oversight are strict.

Market Strategy

The Company will use social media, and internet advertising and marketing as well as already established relationships to market its products.

Competition

The legal marijuana industry is on its infancy accordingly it is a great to try to establish whatever products the Company see fit.

Our Employees

At the present time, we do not have any employees other than Bruce Schoengood as our Chief Executive Officer.

ITEM 1A. RISK FACTORS

This report includes forward-looking statements about our business and results of operations that are subject to risks and uncertainties. See "Forward-Looking Statements," above. Factors that could cause or contribute to such differences include those discussed below. In addition to the risk factors discussed below, we are also subject to additional risks and uncertainties not presently known to us or that we currently deem immaterial. If any of these known or unknown risks or uncertainties actually occurs, our business could be substantially harmed.

RISKS RELATING TO OUR BUSINESS

We are a development stage company and we have no operating history upon which you can base an investment decision.

We were organized on November 8, 2010, and we have no operating history upon which you can make an investment decision, or upon which we can accurately forecast future sales. You should, therefore, consider us subject to the business risks associated with a new business. The likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered in connection with the formation and initial operations of a new business.

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Our auditor’s report on our December 31, 2013 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. We have begun selling our products and services which has generated some revenue. If we are unable to develop sufficient additional customers for our products and services, we will not generate enough revenue to sustain our business, and the Company may fail.

We expect to incur net losses in future quarters and we cannot assure you that we will ever achieve profitability.

We have operated at a loss since our inception. We may not achieve sufficient revenues or profitability in any future period. If we do not achieve profitability, our business may not grow or we may not be able to continue to operate. We are likely to continue to incur losses unless and until we are able to generate significantly more revenues from our operations. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.

Our success is dependent on our officer and director to properly manage the Company and the loss or unavailability of his services could cause the business to fail.

Currently, we have one officer and director, Bruce Schoengood, who has assumed responsibility for all planning, development and operational duties, and will continue to do so throughout the beginning stages of the Company. We are heavily dependent on the personal efforts and abilities of Mr. Schoengood. He has, and expects to continue, to commit full time to the development of our business plan in the next twelve months. The loss or unavailability of his services would have a materially adverse effect on our business prospects and potential earning capacity. We do not currently carry any insurance to compensate for any such loss.

Changing and unpredictable market conditions may impact the demand for our products and services.

There can be no guarantee that there will be a demand for our products or services. There are several other companies that are currently marketing similar products and services and if these companies are successful in developing products or services such as ours, our products and services may become obsolete and undesirable, which will adversely affect our operations.

We may have difficulty managing growth in our business, which could have a material adverse effect on our business, financial condition and results of operations and our ability to execute our business plan in a timely fashion.

Because of our small size, growth in accordance with our business plans, if achieved, will place a significant strain on our financial, technical, operational and management resources. As we expand our activities, and increase the number of projects we are evaluating or in which we participate, there will be additional demands on our financial, technical and management resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties, including the inability to recruit and retain experienced personnel, could have a material adverse effect on our business, financial condition and results of operations and our ability to execute our business plan in a timely fashion.

Failure to balance our separate operations could strain our management, operational and other resources, which could materially and adversely affect our business and growth potential.

We are currently pursuing the development of diverse product lines. The growth and development of these multiple divisions may strain our limited financial, technical, operational and management resources. We may not be able to manage the growth of all of these lines of business effectively and efficiently or compete effectively in our intended markets. Any failure to efficiently manage our expansion may materially and adversely affect our business and future growth.

We may also determine to allocate resources to focus more on one division over the others. While we would make such determination with the purpose of maximizing the value and growth potential of the Company, we cannot assure you which of our current operations, if any, would receive the greater benefit of our resources, or if we choose to focus on one of our current pursuits that we will necessarily choose the one that will prove most successful.

There may be deficiencies with our internal controls that require improvements, and we will be exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.

As a result of becoming a reporting issuer under the federal securities laws and the rules and regulations of the SEC thereunder, we will be required to establish and maintain a system of internal controls and procedures. Because Bruce Schoengood is presently and for the foreseeable future, our sole executive officer and director, our internal controls and procedures may not be effective to assure timely and adequate disclosures.

Risks Related to Botanical Light Therapy

When our current agreement with the manufacturer expires we will no long have the exclusive territory for New York and New Jersey. This can provide more completion. Units are purchased from the manufacturer at his discretion; any interruptions of these arrangements would disrupt our ability to fill customers’ orders and have a material impact on our ability to operate the Light Therapy Sales Division.

Our manufacturer may also decide to stop manufacturing the product or stop selling the product to us, which would leave us without a supply source for LED Botanical Light therapy. If we are unable to meet our sales commitments, it will adversely affect our ability to fill customer orders in accordance with required delivery, quality, and performance requirements. If this were to occur, the resulting decline in revenue would harm our business. In addition, in the absence of a manufacturing agreement, it is possible that other manufacturers could make and sell a similar product.

Risks Related to Atmospheric Water Solutions

Any significant increase in the cost, or disruption in supply, of the materials and components used to manufacture our products would have a material adverse effect on our cost of sales.

The water machines depends on a readily available on inventory and supply of parts and materials. Should these components become unavailable our business could suffer and become unsustainable.

Unauthorized use of our Patents by third parties.

The manufacturer has identified several companies that it feels is infringing on its patents for the air to water technology. They have stated that they plan to enforce its patent protection, these companies in the meantime can provide more competition and adversely effect our sales.

Risks Related to Consumers Consultants Resources and remote Technical support

We face the potential for competition from better financed competitors.

The internet marketplace for remote support is very competitive with dozens of companies offering remote IT support. Some of our existing and potential competitors may have competitive advantages over us such as significantly greater financial, marketing or other resources, or exclusive arrangements with desirable clients and manufacturers, and others may successfully mimic and adopt our business model. Moreover, increased competition will provide clients additional alternatives, which could lead to lower prices and decreased revenues, profit margins and net income. We cannot assure you that we will be able to successfully compete against new or existing competitors.

Risks related to the Legal Marijuana business.

RISKS RELATED TO OUR COMMON STOCK

Our sole current officer and director owns a substantial amount of our common stock, which gives him significant control.

Our current sole officer, sole director and principal founding stockholder, Bruce Schoengood, beneficially owns approximately [27]% of the outstanding shares of our common stock. So long as this control is concentrated in the hands of Mr. Schoengood, he will continue to have the ability to elect our directors and determine the outcome of votes by our stockholders on corporate matters, including mergers, sales of all or substantially all of our assets, charter amendments and other matters requiring stockholder approval. This controlling interest may have a negative impact on the market price of our common stock by discouraging third-party investors. In addition, such control by Mr. Schoengood will allow him to establish his own compensation and other benefits and perquisites in an amount and manner that would have a negative impact on our net income which in turn could negatively impact the market price, if any, of our common stock.

We may need to obtain additional capital, which additional funding may dilute our existing stockholders.

We may need additional funding to carry out all of our development plans. If we are unable to obtain sufficient capital on a timely basis, the development of our current or any future product candidates is likely to be delayed, and we could be forced to reduce the scope of our projects or otherwise limit or terminate our operations altogether.

We have not identified the sources for the additional financing that we will require, and we do not have commitments from any third parties to provide this financing. Certain investors may be unwilling to invest in our securities since we are traded on the OTC Bulletin Board and not on a national securities exchange, particularly if there is only limited trading in our common stock on the OTC Bulletin Board at the time we seek financing. The volume and frequency of such trading has been limited to date. Sufficient funding through a financing may not be available to us at acceptable terms or at all. Any additional funding that we obtain in a financing is likely to reduce the percentage ownership of us held by our existing security holders. The amount of this dilution may be substantially increased if the trading price of our common stock has declined at the time of any financing from its current levels.

There is currently no market for our common stock, but if a market for our common stock does develop, our stock price may be volatile.

Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for stockholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including:

·	our actual or anticipated operating and financial performance;

·	quarterly variations in the rate of growth of our financial indicators, such as net income per share, net income and cash flows, or those of companies that are perceived to be similar to us;

·	changes in revenue, cash flows or earnings estimates or publication of reports by equity research analysts;

·	speculation in the press or investment community;

·	public reaction to our press releases, announcements and filings with the SEC;

·	the limited amount of our freely tradable common stock available in the public marketplace;

·	general financial market conditions;

·	the realization of any of the risk factors presented in this annual report;

·	the recruitment or departure of key personnel;

·	changes in market valuations of companies similar to ours; and

·	domestic and international economic, legal and regulatory factors unrelated to our performance.

In addition, future sales of our common stock by our stockholders could cause our stock price to decline and we cannot predict the effect, if any, that market sales of shares of the our common stock or the availability of shares for sale will have on the market price prevailing from time to time.

We do not expect to pay dividends for the foreseeable future.

For the foreseeable future, it is anticipated that earnings, if any, that may be generated from our operations will be used to finance our operations and that cash dividends will not be paid to holders of our common stock.

There are legal restrictions on the resale of our shares of common stock offered, including penny stock regulations under the U.S. federal securities laws. These restrictions may adversely affect the ability of investors to resell their shares.

We anticipate that our common stock will continue to be subject to the penny stock rules under the Securities Exchange Act of 1934, as amended. These rules regulate broker/dealer practices for transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00. The penny stock rules require broker/dealers to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and the broker/dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome and may reduce all of the trading activity in the market for our common stock. As long as the common stock is subject to the penny stock rules, holders of our common stock may find it more difficult to sell their shares.

Under the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards.

Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company.” This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

Some of our stockholders may have rescission rights with respect to their original purchases of our common stock.

If one of our stockholders were to allege that the original offering of our common stock was not made in compliance with applicable federal and/or states securities laws and regulations, and if a court were to agree with such an allegation, the stockholders may have the right to rescind their purchase of our common stock. In such an event, we would be required to offer to refund the original purchases made by the stockholders. Because we have only limited funds, such a refund could have an adverse impact on our financial situation. Furthermore, our involvement with any claim by a stockholder of revision rights may divert the attention of our management and force us to expend resources to defend against such claims.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments.

ITEM 2. PROPERTIES

Our corporate and administrative office is located at 45 E. Main Street, Suite 208, Freehold NJ 07726 and our telephone number is (732) 786-8044. This office space is leased through May 1, 2015 at a monthly cost of approximately $525.00. There are currently no proposed programs for the renovation, improvement or development of the facilities currently used. We intend to renew the current lease prior to its termination. We believe these existing facilities are adequate for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal or administrative proceedings. Our current sole officer and director has not been convicted in a criminal proceeding nor has he been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded under the symbol “MSFT.” Our common stock has been trading on the OTC Bulletin Board since September 14, 2012. The following table sets forth the quarterly high and low sales prices of our common stock since we began trading on the OTC Bulletin Board. Such prices are inter-dealer quotations without retail mark-ups, mark-downs or commissions, and may not represent actual transactions.

Fiscal Year Ending December 31, 2014
Quarter Ended	High $			Low $
March 31, 2014 (through March [ 31], 2013)		[0.1140	]		[0.1020	]

Fiscal Year Ending December 31, 2013
Quarter Ended	High $			Low $
December 31, 2013		0.07			0.06
September 30, 2013 (from September 14, 2013)		0.0489			0.0489
June 30, 2013		0.0750			0.05
March 31, 2013		0.10			0.10

Our common stock is subject to Rule 15g-9 of the Exchange Act, known as the Penny Stock Rule which imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The SEC also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system. The Penny Stock Rules requires a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. These disclosure requirements have the effect of reducing the level of trading activity in the secondary market for our common stock. As a result of these rules, investors may find it difficult to sell their shares.

As of April 14, 2014, we have [16,381,750] shares of common stock issued and outstanding held by [345] stockholders.

Dividend Policy

We have not paid any cash dividends on our common stock. It is anticipated that our future earnings will be retained to finance our continuing development. The payment of any future dividends will be at the discretion of our board of directors and will depend upon, among other things, future earnings, any contractual restrictions, success of business activities, regulatory and corporate law requirements and our general financial condition.

Recent Sales of Unregistered Securities

During the past three years, we issued and sold the following securities without registration under the Securities Act.

·	In January 2011, the Company issued 250,000 shares of common stock at $0.0034 per share.

·	In January 2011, the Company issued 25,000 shares of common stock at $0.01 per share.

·	In January 2011, the Company issued 12,500 shares of common stock at $0.016 per share.

·	In March 2011 the Company issued 75,000 shares of common stock at $0.0019 per share.

·	In March 2011 the Company issued 250,000 shares of common stock at $0.0014 per share.

·	In October 2011, the Company issued 6,250 shares of common stock at $0.08 per share.

·	In November 2011, the Company issued 66,000 shares of common stock at $0.08 per share.

·	In December 2011, the Company issued 100,000 shares of common stock at $0.04 per share.

·	In December 2011, the Company issued 6,250 shares of common stock at $0.08 per share.

·	In December 2012, the Company issued 150,000 shares of common stock at $0.001 per share.

·	In January 2013, the Company issued 660,000 shares of common stock at .001 per share

·	In March 2013, the Company issued 200,000 shares of common stock at .001 per share

·	In June 2013, the Company issued 700,000 shares of common stock at .0001 per share

·	In July 2013, the Company issued 400,000 shares of common stock at .001 per share

·	In August 2013, the Company issued 450,000 shares of common stock at .0001 per share

·	In October 2013, the Company issued 1,000,000 shares of common stock at .0001 per share

·	In October 2013, the Company issued 350,000 shares of common stock at .001 per share

·	In October 2013, the Company issued 400,000 shares of common stock at .001 per share

·	In November 13, the Company issued 400,000 shares of common stock at .0001 per share

·	In December 2013, the Company issued 500,000 shares of common stock at .0001 per share

In March 2011, the Company issued $800 aggregate principal amount of 6% convertible notes due in January 2012. Interest on the notes accrued at the rate of 6% per annum for the term of the notes and was payable upon maturity. The convertible notes are still outstanding. At any time on or after the maturity date, the holders of the notes have the option of converting any of the unpaid principal and interest into the Company's common stock. The notes plus any accrued but unpaid interest are convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or [660,503] shares at December 31, 2012.

In June 2013, the note holders converted $70 of note principal into 700,000 shares of the Company's common stock.

In July 2013, the note holders converted $240 of note principal into 400,000 shares of the Company's common stock.

In August 2013, the note holders converted $45 of note principal into 450,000 shares of the Company's common stock.

In September 2013, the note holders converted $100 of note principal into 1,000,000 shares of the Company's common stock.

At any time on or after the maturity date, the holders of the notes, have the option of converting any of the unpaid principal and interest into the Company's common stock. The notes plus any accrued but unpaid interest are convertible at the rate of $0.0001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,112,062 shares at September 30, 2013.

In May 2012, the Company issued a $25,000 6% per annum note that matured in November 2012. In December 2012 the note was amended to be a convertible note. Interest on the note accrues interest at 6% per annum and is payable when the note matures.

The holder of the note converted $1,010 of note principal into 1,010,000 shares of common stock as follows:

	Principal Amount		Conversion		Shares
Date of Conversion	Converted		Rate		Received
December 2012	$	150	$	0.001	$	150,000

January 2013	$	660	$	0.001	$	660,000

March 2013	$	200	$	0.001	$	200,000

In July 2013, the note was reduced by $14,000 to reflect consulting services provided by the Company to the note holder.

In July 2013, in a private transaction, the original note holder transferred the note to third party. In August 2013, the new note holder transferred $4,475 of principal to a stockholder of the company.

In July 2013, the note holder converted $300 of note principal into 300,000 shares of the Company's common stock. The remaining principal on this portion of the note at September 30, 2013 is $5,215. The note holder has the option of converting the balance at any time with the approval of the Board of Directors. The note plus any accrued but unpaid interest are convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,112,062 shares at September 30, 2013.

In August 2013, one of the note holders converted $700 of note principal into 700,000 shares of the Company's common stock. The remaining principal on this portion of the note at September 30, 2013 is $3,475. The note holder has the option of converting the balance at any time with the approval of the Board of Directors. The note plus any accrued but unpaid interest are convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,112,062 shares at September 30, 2013.

In October 2013, the note holder converted $1000 of total note principal 1,000,000 shares of Company’s common stock.

In October 2013, the note holders converted $350 of total note principal into 350,000 shares of the Company's common stock.

In October 2013, the note holders converted $400 of note principal into 400,000 shares of the Company's common stock. Balance of the note is $4,725.

In November 2013, the note holders converted $40 of note principal into 400,000 shares of the Company's common stock. Balance of note is $250.

In December 2013, the note holders converted $50 of note principal into 500,000 shares of the Company's common stock. The balance of the note is $200.

All of the previously described sales of unregistered securities were made pursuant to the exemption from registration at Section 4(2) (and/or Rule 506 of Regulation D) and/or Section 4(6) under the Securities Act for either transactions not involving a public offering or for transactions with an “accredited investor” as defined under the Securities Act.

Equity Compensation Plan Information

We do not have any equity incentive plans as of the date of this annual report.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2013.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company, as defined by Rule 229.10(f)(1) and are not required to provide the information required by this Item.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section must be read in conjunction with the Audited Financial Statements included in this Prospectus.

Plan of Operation

Medifirst Solutions, Inc. was incorporated in Nevada in November 2010. We are in the development stage and have a diverse product line including both consumer products and digital media. Since our inception, we have been engaged in business planning activities, including researching the industry, identifying target markets for our products, developing our models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for establishing our offices and identifying future sources of capital. At the present time, The Company is a distributor for Botanical LED Light Therapy products, has instituted an anti-aging program in the Boca Med Spa in Boca Raton Florida, is a dealer for Atmospheric Water Solutions, Inc. to sell water machines that makes drinking water from air, has a computer IT remote support division, and has secured trademarks for magazines that would cover the legal cannabis in Colorado, Florida as well as the B2B industry. The company plans to launch a website portal for the cannabis industry. Currently medical marijuana is not legalized in Florida but the company is exploring all opportunities and possibilities for related services that does not directly involve cannabis, or any forms of cannabis should it become legal. The company has a subsidiary called Consumer Resources Consulting for IT support.

See “Description of Business” contained herein.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve (12) months. Our auditors’ opinion is based on the uncertainty of our ability to establish profitable operations. The opinion results from the fact that we have not generated significant revenues. Accordingly, we must raise cash from operations or from investments by others in our Company to continue our operations.

Our sole officer and director is responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.

Our intended plan of operations is to generate revenue from our diverse divisions of operation. We believe that diversification of our interests will help generate revenues.

Health & Wellness Division

Atmospheric Water Solutions

The company is a Dealer and sales representative for Atmospheric Water Solution, a Florida based company that generates water by using an advanced patented technology. The water generating machines extract water directly from the air we breathe. By using a patented, advanced filtration and purification system, AWS machines purify water to the cleanest, purest standards in the world. Simply put, this is the purest water available on the planet. Medifirst is the exclusive distributor for tradeshows within the US for the entire Spa and Wellness industry and will seek to expand to international sales as well. The units operate on standard 110V power and on average one gallon of water generated will cost about 10 cents. The units start as a table top model generating up to three gallons a day to large standing machines making up to 400 gallons a day.

Remote Technical Support

Consumer Resources Consultant’s Inc., a Florida based company that provides online remote technical support to PC users. Focusing on the ever increasing need for solid IT infrastructure in the medical industry, Medifirst has identified Consumer Resources as an integral fit in meeting this demand. By adding the skill set already demonstrated by Consumer Resources, Medifirst continues to expand its operations and team, filling key elements with an eye on the future.

Publishing Division

The company has files for US trademarks for three magazine titles. The first publication is called “Marijuana News & Report” and is positioned to be the premiere industry national B2B trade magazine. The company also plans to create regional publications starting with “Colorado Buds” and "Florida Cannabis" which will be geared to the Florida and Colorado marijuana consumers and state tourism. The goal is to grab top tier positions in both the trade and consumer markets and to position these magazine as leaders of their category. The company also plans to produce digital version Ezines for online consumers. Medifirst is still in the planning stages with these publications.

Legal Medical Marijuana

The company is very interested and following very closely the progress of medical marijuana becoming legalized in Florida. Currently Medifirst has an agreement with a Florida company, The Original Ganja Gourmet, who represents a known Denver operation. If legalization passes and is instituted, Medifirst may at that time, based on legalities, rules and regulations, help promote the brand to the business community. Medifirst has no plans to be directly involved with growing or selling legal medical marijuana. The company is considering other business opportunities with non-marijuana products but has not, at this time completed any related agreements.

Miracle-cig

The Miracle-cig is a trademarked name for our brand of disposable electronic cigarette. It is sold online at www.miraclecig.com. The company is considering selling this name or licensing to others and focusing on its other divisions. Our management planned on launching a new e-cig label and expanding into a new consumer market but has decided to wait until 2014. Additionally, we are still working our SEO and seeking online affiliations.

Florida Health Community

Website and Newsletter. Medifirst has decided to change this to become an online portal for the cannabis industry. The company will only concentrate on developing the website. It can now cover both consumer and industry issues and present an opportunity for greater growth and expansion than FHC would have offered.

Results of Operations

Fiscal Year Ended December 31, 2013

Revenues

During the year ended December 31, 2013 and 2012, we generated $41,500 and $-0- in revenues, respectively.

We expect revenues for the short term to remain minimal, however we believe revenues will increase after execution of our business plans.

Expenses

For the year ended December 31, 2013 and 2012, expenses were $167,016 and $172,543, respectively.

We expect expenses for 2014 to trend upward as we continue to incur additional expenses necessary to grow our business.

Legal and Accounting

For the year ended December 31, 2013 and 2012, professional fees were $25,612 and $15,326, respectively.

We expect professional fees for 2014 to trend marginally downward as we pursue operations in the ordinary course of business, though we will continue to incur additional expenses as a result of our being a publicly traded company. This includes corporate legal, accounting, stockholder and SEC filing expenses.

Other Income/(Expense)

For the year ended December 31, 2013 and 2012, other expenses was $1,488 and $1,656, respectively.

Expense for the three months ended December 31, 2013 consisted of interest expense.

Net Income/(Loss)

For the year ended December 31, 2013 and 2012 the company had a net loss of $114,812 and $174,199.

Liquidity and Capital Resources

Since incorporation, we have financed our operations through the private placement of our common stock to selected investors and periodic borrowings from our stockholders. At December 31, 2013 and 2012, our principal sources of liquidity included cash and cash equivalents of $3,720 and $474, respectively.

As of December 31, 2013, we did not have any significant commitments for capital expenditures.

If we do not generate sufficient cash flow to support our operations over the next twelve (12) months, in order to continue as a going concern we may need to raise additional capital by issuing capital stock in exchange for cash. There are no formal or informal agreements to attain such financing. The Company’s ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: investors’ perception of, and demand for, securities of companies in our industry; conditions of the U.S. and other capital markets in which we may seek to raise funds; future results of operations, financial condition and cash flow. Therefore, the Company’s management cannot assure that financing will be available in amounts or on terms acceptable to the Company, or if at all. Any failure by the Company’s management to raise additional funds on terms favorable to the Company could have a material adverse effect on the Company’s liquidity and financial condition.

Critical Accounting Policies

Our significant accounting policies are summarized in Note 1 of our consolidated financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Recently Adopted Accounting Pronouncements

Please see Note 2 of our consolidated financial statements that describe the impact, if any, from the adoption of Recent Accounting Pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company, as defined by Rule 229.10(f)(1) and are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company’s consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

It is the opinion of management that the audited consolidated financial statements for the calendar year ended December 31, 2013 include all adjustments necessary in order to ensure that the audited consolidated financial statements are not misleading.

The following financial statements are filed as part of this annual report:

	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of December 31, 2013 and 2012	F-3

Consolidated Statements of Operations for the Years Ended December 31, 2013 and 2012	F-4

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013 and 2012

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2013 and 2012	F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2013 and 2012	F-6

Notes to the Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Medifirst Solutions, Inc.

We have audited the accompanying balance sheet of Medifirst Solutions, Inc., (A Development Stage Company) as of December 31, 2013, and the related statements of operations, stockholders' (deficit) and cash flows for the years ended December 31, 2013 and 2012, and the period from inception (November 8, 2010) to December 31, 2013. 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 audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Medifirst Solutions, Inc., (A Development Stage Company) as of December 31, 2013, and results of its operations and its cash flows for the years ended December 31, 2013 and 2012, and for the period from inception (November 8, 2010) to December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company has suffered a loss from operations and is in the development stage. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are also discussed in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ David A. Aronson, CPA, P.A.

David A. Aronson, CPA. P.A.

North Miami Beach, Florida

April 11, 2014

F-2

Medifirst Solutions, Inc.

(A Development Stage Company)

Balance Sheet

December 31, 2013

	2013
ASSETS
Current Assets:
Cash	$	3,720
Prepaid expenses		2,500
Inventory		7,500
Total current assets		13,720

Equipment, net		5,199

Other Assets
Security deposit		265

	$	19,184

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Bank overdraft	$	1,644
Accounts payable and accrued expenses		231,958
Loan payable - stockholder		41,855
6% convertible notes		8,800
Total current liabilities		284,257

Commitments

Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding		-
Common stock, $0.0001 par value; 200,000,000 shares authorized, 13,431,750 and 6,671,750 shares issued and outstanding, respectively		1,343
Additional paid in capital		63,840
Deficit accumulated during development stage		(330,256	)
		(265,073	)

	$	19,184

See accompanying notes to financial statements.

F-3

	From November 8, 2010 (Inception) to December 31,
	2013			2013			2012

Consulting fee revenue	$	74,800		$	41,500		$	-
Product sales, net		23,956			12,997			-
		98,756			54,497			-
Cost of goods sold		2,698			805			-
Gross income		96,058			53,692			-

Expenses:
Officer's compensation		207,500			100,000			100,000
Advertising and promotion		21,880			6,929			2,597
Computer and internet		10,686			1,274			3,980
Professional fees		57,853			25,612			15,326
Repairs and maintenance		6,866			39			277
Travel		28,660			6,793			6,758
Other		89,666			26,369			43,605
		423,111			167,016			172,543

Net loss before other income and expenses		(327,053	)		(113,324	)		(172,543	)

Other income and (expenses)
Interest expense		(3,203	)		(1,488	)		(1,656	)
Provision for income taxes		-			-			-
		(3,203	)		(1,488	)		(1,656	)

Net loss	$	(330,256	)	$	(114,812	)	$	(174,199	)

Loss per common share - Basic and fully diluted	$	(0.12	)	$	(0.02	)	$	(0.03	)

Weighted average number of shares outstanding - Basic and fully diluted		2,696,488			6,700,517			6,545,752

See accompanying notes to financial statements.

F-4

Medifirst Solutions, Inc.

(A Development Stage Company)

Statement of Stockholders' Equity

For the Period from November 8, 2010 (Inception) to December 31, 2013

											Accumulated
									Additional		Deficit During			Total
	Common Stock				Preferred Class A				Paid in		Development			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Stage			Equity

Issuance of common shares for services $0.0001 per share		752,000	$	75		-	$	-	$	-	$	-		$	75
Issuance of common shares for cash at at $0.08 per share		81,250		8		-		-		6,492		-			6,500
Issuance of common shares for cash at at $0.08 per share		37,500		4		-		-		2,996		-			3,000
Issuance of common shares for cash at at $0.08 per share		125,000		12		-		-		9,988		-			10,000
Issuance of common shares for cash at $0.00133 per share		187,500		19		-		-		231		-			250
Issuance of common shares for cash at at $0.02 per share		12,500		1		-		-		249		-			250
Issuance of common shares for services at $0.08 per share		125,000		12		-		-		9,988		-			10,000
Issuance of common shares for cash at $0.01 per share		25,000		3		-		-		247		-			250
Issuance of common shares for cash at $0.002 per share		315,000		32		-		-		598		-			630
Net loss		-		-		-		-		-		(4,457	)		(4,457	)
Balance - December 31, 2010		1,660,750		166		-		-		30,789		(4,457	)		26,498
Subtotals		1,660,750	$	166		-	$	-	$	30,789	$	(4,457	)	$	26,498
Issuance of common shares for cash at $0.0034 per share		250,000		25		-		-		825		-			850
Issuance of common shares for cash at $0.01 per share		25,000		2		-		-		248		-			250
Issuance of common shares for cash at $0.016 per share		12,500		1		-		-		199		-			200
Issuance of common shares for cash at $0.0019 per share		75,000		8		-		-		135		-			143
Issuance of common shares for cash at $0.0014 per share		250,000		25		-		-		325		-			350
Issuance of common shares for services $0.002 per share		3,750,000		375		-		-		7,125		-			7,500
Issuance of common shares for cash at $0.0167 per share		300,000		30		-		-		4,970		-			5,000
Issuance of common shares for services $0.08 per share		20,000		2		-		-		1,598		-			1,600
Issuance of common shares for cash at $0.08 per share		6,250		1		-		-		499		-			500
Issuance of common shares for cash at $0.08 per share		53,500		5		-		-		4,275		-			4,280
Issuance of common shares for cash at $0.08 per share		12,500		1		-		-		999		-			1,000
Subtotals		6,415,500		641		-		-		51,987		(4,457	)		48,171

Subtotals		6,415,500	$	641		-	$	-	$	51,987	$	(4,457	)	$	48,171
Issuance of common shares for cash at $0.04 per share		100,000		10		-		-		3,990		-			4,000
Issuance of common shares for cash at $0.08 per share		6,250		1		-		-		499		-			500
Net loss		-		-		-		-		-		(36,788	)		(36,788	)
Balance - December 31, 2011		6,521,750		652		-		-		56,476		(41,245	)		15,883

Issuance of common shares upon partial conversion of note at $0.001 per share		150,000		15		-		-		135		-			150
Net loss		-		-		-		-		-		(174,199	)		(174,199	)
Balance - December 31, 2012		6,671,750		667		-		-		56,611		(215,444	)		(158,166	)
Issuance of common shares upon partial conversion of note at $0.001 per share		660,000		66		-		-		594		-			660
Issuance of common shares upon partial conversion of note at $0.001 per share		200,000		20		-		-		180		-			200
Issuance of common shares upon partial conversion of note at $0.0001 per share		700,000		70		-		-		-		-			70
Issuance of common shares for services $0.10 per share		50,000		5		-		-		4,995		-			5,000
Issuance of common shares upon partial conversion of note at $0.0006 per share		400,000		40		-		-		200		-			240
Issuance of common shares upon partial conversion of note at $0.001 per share		300,000		30		-		-		270		-			300
Issuance of common shares upon partial conversion of note at $0.0001 per share		400,000		40		-		-		-		-			40
Issuance of common shares upon partial conversion of note at $0.0001 per share		50,000		5		-		-		-		-			5
Issuance of common shares upon partial conversion of note at $0.001 per share		700,000		70		-		-		630		-			700
Issuance of common shares upon partial conversion of note at $0.0001 per share		350,000		35		-		-		-		-			35
Issuance of common shares upon partial conversion of note at $0.0001 per share		300,000		30		-		-		-		-			30
Issuance of common shares upon partial conversion of note at $0.0001 per share		350,000		35		-		-		-		-			35
Issuance of common shares upon partial conversion of note at $0.0001 per share		400,000		40		-		-		-		-			40
Issuance of common shares upon partial conversion of note at $0.0001 per share		1,000,000		100		-		-		-		-			100
Issuance of common shares upon partial conversion of note at $0.001 per share		400,000		40		-		-		360		-			400
Issuance of common shares upon partial conversion of note at $0.0001 per share		500,000		50		-		-		-		-			50
Net loss		-		-		-		-		-		(114,812	)		(114,812	)
Balance - December 31, 2013		13,431,750	$	1,343		-	$	-	$	63,840	$	(330,256	)	$	(265,073	)

See accompanying notes to financial statements.

F-5

Medifirst Solutions, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the Years Ended December 31, 2013 and 2012 and for the Period

From November 8, 2010 (Inception) to December 31, 2013

	From November 8, 2010 (Inception) to December 31,
	2013			2013			2012

Cash flows from operating activities:
Net loss	$	(330,256	)	$	(114,812	)	$	(174,199	)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock issued for services		9,175			-			-
Depreciation expense		559			230			177
Prepaid expenses		(2,500	)		(2,500	)		-
Inventory		(7,500	)		(7,500	)		-
Security deposit		(265	)		-			-
Bank overdraft		1,644			1,644			-
Accounts payable and accrued expenses		231,958			120,488			103,646
Common stock issued for services		5,000			5,000
Net cash used by operating activities		(92,185	)		2,550			(70,376	)

Cash flows from investing activities:
Purchase of equipment		(5,758	)		-			-
Net cash used by investing activities		(5,758	)		-			-

Cash flows from financing activities:
Proceeds from issuance of common stock		51,008			2,905			150
Stockholder's loan		41,855			14,641			12,441
Loan payable - related party		8,800			(16,850	)		24,850
Net cash provided by financing activities		101,663			696			37,441

Net increase in cash		3,720			3,246			(32,935	)
Cash at beginning of period		-			474			33,409
Cash at end of period	$	3,720		$	3,720		$	474

Supplemental cash flow information:
Cash paid during the period for:
Interest	$	3,139		$	1,456		$	1,624
Income taxes	$	-		$	-		$	-

See accompanying notes to financial statements.

F-6

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Medifirst Solutions, Inc. ("MSI" or the "Company") was incorporated in Nevada in November 2010. The Company is in the development stage and has a diverse product line including both consumer products and digital media. The Company intends to launch "Florida Health Community" as an on-line healthcare directory and social media site geared towards both professionals and consumers. MSI also intends to produce a tabloid size newsletter with healthcare industry related news and events. MSI holds the trademark to, and will sell on-line, the Miracle-cigTM, an electronic cigarette that is tobacco free and that emits a fine water mist in place of smoke. Additionally, MSI will offer print and digital marketing and advertising services to its client base of medical professionals as well as solicit new business in other business sectors.

Revenue Recognition

In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company:

Revenue is recognized at the time the product is delivered or services are performed. Provision for sales returns are estimated based on the Company's historical return experience. Revenue is presented net of returns.

Use of Estimates

The preparation of 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 amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Segment Information

The Company follows Accounting Standards Codification ("ASC") 280, "Segment Reporting". The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Net Loss Per Common Share

Basic net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period. Diluted net (loss) income per common share adjusts the weighted average common shares for the potential dilution that could occur if common stock equivalents (convertible debt and preferred stock, warrants, stock options and restricted stock shares and units) were exercised or converted into common stock. There were no common stock equivalents at December 31, 2013.

F-7

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.

ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.

Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.

Cash and Cash Equivalents

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

Recent Pronouncements

There are no recent accounting pronouncements that apply to the Company.

F-8

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 2. PROPERTY, PLANT AND EQUIPMENT (NET)

Equipment is recorded at cost and consisted of the following at December 31, 2013:

Computer equipment	$	5,758
Less: accumulated depreciation		(559	)
	$	5,199

Depreciation expense was $230 and $177 for the year ended December 31, 2013 and 2012, respectively.

Note 3. LOAN PAYABLE - STOCKHOLDER

During 2013 and 2012, a stockholder of the Company advanced the Company $31,775 and $18,775, respectively, to pay for certain expenses. The loan has a balance of $30,355 at December 31, 2013, bears no interest and is payable on demand.

At December 31, 2013 the Company was indebted to a stockholder in the amount of $5,000. The loan has an interest of 20%. Principal and accrued interest were due and payable on July 2, 2012.

At December 31, 2013 the Company was indebted to a stockholder in the amount of $5,000. The loan has an interest of 10%. Principal and accrued interest were due and payable on June 2, 2013.

Note 4. 6% CONVERTIBLE NOTES

In March 2011, the Company issued $800 aggregate principal amount of 6% convertible notes due in January 2012. Interest on the notes accrue at the rate of 6% per annum and are payable when the notes mature. The notes matured prior to conversion but have not been repaid. Interest continues to accrue at the rate of 6% per annum.

F-9

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 4. 6% CONVERTIBLE NOTES (continued)

The holder of one of the notes converted $115 of note principal into 1,150,000 shares of common stock as follows:

	Principal Amount		Conversion		Shares
Date of Conversion	Converted		Rate		Received
June 2013	$	70	$	0.0001		700,000
August 2013	$	45	$	0.0001		450,000

In September 2013, in a private transaction, the same note holder transferred $330 of the remaining note principal plus $55 in accrued interest to a third party.

In September 2013, the new note holder converted $100 of note principal into 1,000,000 shares of common stock.

In November and December 2013, the new note holder converted an additional $90 of note principal into 900,000 shares of common stock as follows:

	Principal Amount		Conversion		Shares
Date of Conversion	Converted		Rate		Received
November 2013	$	40	$	0.0001		400,000
December 2013	$	50	$	0.0001		500,000

Subsequent to these conversions there remains $250 in note principal.

In July 2013, the holder of the second note converted $240 of note principal into 400,000 shares of the Company's common stock at $0.0006 per share. At December 31, 2013, the note had a remaining principal balance of $60.

F-10

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 4. 6% CONVERTIBLE NOTES (continued)

The holder of the $25,000 note had the option of converting it at any time prior to maturity. The note plus any accrued but unpaid interest were convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock. The holder of the note converted $1,010 of note principal into 1,010,000 shares of common stock as follows:

	Principal Amount		Conversion		Shares
Date of Conversion	Converted		Rate		Received
December 2012	$	150	$	0.001		150,000
January 2013	$	660	$	0.001		660,000
March 2013	$	200	$	0.001		200,000

In July 2013, the Company retired $14,000 of note principal in payment for consulting services provided to the note holder.

In July 2013, in a private transaction, the note holder transferred the remaining note principal balance of $9,900 to a third party.

In July 2013, the note holder converted $300 of note principal into 300,000 shares of the Company's common stock. The remaining principal on this portion of the note at December 31, 2013 is $4,815. The note holder has the option of converting the balance at any time with the approval of the Board of Directors. The note plus any accrued but unpaid interest are convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,341,832 shares at December 31, 2013.

In August 2013, in a private transaction, the new note holder transferred $4,475 of principal to a stockholder of the company.

In September 2013, the note holder converted $400 of note principal into 400,000 shares of the Company's common stock at $0.001 per share.

F-11

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 4. 6% CONVERTIBLE NOTES (continued)

In August 2013, the note holder/stockholder converted $700 of note principal into 700,000 shares of the Company's common stock at $0.001 per share. In October 2013, in a private transaction, this note holder transferred $1,000 of note principal to a third party. The remaining principal balance on this portion of the note at December 31, 2013 is $2,775. The note holder has the option of converting the balance at any time with the approval of the Board of Directors. The note plus any accrued but unpaid interest are convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,341,832 shares at December 31, 2013.

In October 2013, the holder of the $1,000 note converted $100 of note principal into 1,000,000 shares of the Company's common stock at $0.0001 per share. The remaining principal balance on this portion of the note at December 31, 2013 is $900. The note holder has the option of converting the balance at any time with the approval of the Board of Directors. The note plus any accrued but unpaid interest are convertible at the rate of $0.0001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,341,832 shares at December 31, 2013.

Note 5. STOCKHOLDERS' EQUITY

In November 2010, the Company issued 752,000 shares of common stock at par value for services provided to the Company.

In November 2010, the Company issued 81,250 shares of common stock at $0.08 per share.

In November 2010, the Company issued 37,500 shares of common stock at $0.08 per share.

In December 2010, the Company issued 125,000 shares of common stock at $0.08 per share.

In December 2010, the Company issued 187,500 shares of common stock at $0.00133 per share.

In December 2010, the Company issued 12,500 shares of common stock at $0.02 per share.

In December 2010, the Company issued 125,000 shares of common stock at $.08 per share for services provided to the Company.

F-12

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 5. STOCKHOLDERS' EQUITY (continued)

In December 2010, the Company issued 25,000 shares of common stock at $0.01 per share.

In December 2010, the Company issued 315,000 shares of common stock at $0.002 per share.

In January 2011, the Company issued 250,000 shares of common shares at $0.0034 per share.

In January 2011, the Company issued 25,000 shares of common shares at $0.01 per share.

In January 2011, the Company issued 12,500 shares of common shares at $0.016 per share.

In March 2011 the Company issued 75,000 shares of common stock at $0.0019 per share.

In March 2011 the Company issued 250,000 shares of common stock at $0.0014 per share.

In March 2011, the Company issued 3,500,000 shares of common stock to an officer of the Company for services provided to the Company at $0.002 per share.

In April 2011, the Company issued 300,000 shares of common stock at $0.0167 per share.

In October 2011, the Company issued 20,000 shares of common stock at $0.08 per share for services provided to the company.

In October 2011, the Company issued 6,250 shares of common stock at $0.08 per share.

In November 2011, the Company issued 53,500 shares of common stock at $0.08 per share.

In November 2011, the Company issued 12,500 shares of common stock at $0.08 per share.

In December 2011, the Company issued 100,000 shares of common stock at $0.04 per share.

F-13

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 5. STOCKHOLDERS' EQUITY (continued)

In December 2011, the Company issued 6,250 shares of common stock at $0.08 per share.

In December 2012, the Company issued 150,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 3).

In January 2013, the Company issued 660,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

In March 2013, the Company issued 200,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

In June 2013, the Company issued 700,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In July 2013, the Company issued 50,000 shares of common stock at $0.10 per share under the terms of a consulting agreement (See note 6).

In July 2013, the Company issued 400,000 shares of common stock at $0.0006 per share as partial conversion of a note (See note 4).

In July 2013, the Company issued 300,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

In August 2013, the Company issued 400,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In August 2013, the Company issued 50,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In August 2013, the Company issued 700,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

In September 2013, the Company issued 350,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In September 2013, the Company issued 300,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

F-14

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 5. STOCKHOLDERS' EQUITY (continued)

In September 2013, the Company issued 350,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In October 2013, the Company issued 400,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In October 2013, the Company issued 1,000,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In November 2013, the Company issued 400,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

In December 2013, the Company issued 500,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

Note 6. COMMITMENTS AND CONTINGENCIES

In July 2013, the Company entered into a consulting agreement with an individual for a one year term. Under the terms of this agreement the Company has agreed to compensate the consultant with 100,000 shares of the Company's common stock. As of September 30, 2013 the consultant received 50,000 shares of the Company's common stock valued its the fair market value of $0.10 per share (See note 5). At September 30, 2013, $2,500 has been recorded as an expense in the current period and $2,500 has been recorded as a prepaid expense.

In 2012, the Company leased its office pursuant to an agreement entered into in May 2011. The lease was terminated in December 2013 and called for minimum monthly lease payments of $300.

Rent expense under the terms of this lease totaled $3,275 for the year ended December 31, 2012.

The Company leases its office on a month to month basis pursuant to an agreement entered into in July 2013 that calls for monthly rental payments of $250. The Company terminated the lease in April 2014

Rent expense under the terms of this lease totaled $1,575 for the year ended December 31, 2013.

F-15

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 6. COMMITMENTS AND CONTINGENCIES (continued)

In March 2014, the Company signed a lease for office space that will run from May 2014 through April 2015. The lease calls for minimum monthly rental payments of $525.

Future minimum lease payments under this lease are as follows:

2014	$	4,200
2015		2,100
	$	6,300

Note 7. INCOME TAXES

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:

Income tax provision at the federal statutory rate	39	%
Effect of operating losses	(39	)%
	0	%

As of December 31, 2013, the Company had a net operating loss carryforward of approximately $107,000. This loss will be available to offset future taxable income. If not used, this carryforward will begin to expire in 2030. The deferred tax asset relating to the operating loss carryforward has been fully reserved at December 31, 2013. The principal difference between the operating loss for income tax purposes and reporting purposes is accrued officer's compensation.

Note 8. BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the period from inception to December 31, 2013, the Company incurred a net loss of approximately $330,000. In addition, the Company has no significant assets or revenue generating operations.

F-16

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2013 and 2012

Note 8. BASIS OF REPORTING (continued)

The Company currently does not have sufficient cash to sustain itself for the next 12 months, and will require additional funding in order to execute its plan of operations and to continue as a going concern. To meet its cash needs, management expects to raise capital through a private placement offering. In the event that this funding does not materialize, certain stockholders have agreed, orally, to loan, on a non-interest bearing demand basis, sufficient funds to maintain the Company's operations for the next 12 months.

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 possible inability of the Company to continue as a going concern.

F-17

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our management has evaluated, under the supervision and with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive and financial officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control over Financial Reporting. This Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. In future Annual Reports, management’s report will not subject to attestation by our independent registered public accounting firm, pursuant to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting that occurred in our fiscal year ended December 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officer and director and his age are as follows:

Executive Officers and Directors

Name		Age		Office		Since
Bruce Schoengood		[55]		Chief Executive Officer and Director		March 16, 2011

The term of office for each director is one year, or until the next annual meeting of the stockholders.

Bruce Schoengood. Mr. Schoengood joined the Company as an officer and director in March 2011. Mr. Schoengood began his diverse publishing career as a New York City art director and editor in 1981 and went on to launch dozens of national magazines as publisher and contract publisher. Titles include: Country Accents, Victorian Accents, New Body, New Jersey Home & Style, Successful Child, Party Poker.com, GameDay USA, STUN!, Spectrum, Dale Earnhardt, Bill Mazeroski’s Baseball, Gemma’s Old Style Italian Cooking, Kid Planet, Beach Style, Trump Magazine and Blackout Comics. He was honored by Mental Health America in 2008 and given their Golden Bell Media Award. Mr. Schoengood has worked as a creative design and marketing consultant in the medical education industry to companies such as Haymarket Medical, Physican’s Weekly, Genecom, and Science & Medicine. From 2004 to 2008, Mr. Schoengood was a magazine packager with King Media. From 2008 until he began with the Company, he was self-employed as a freelance creative design and editorial content consultant.

Over the course of 30 years, Mr. Schoengood has developed and executed national media campaigns, advertising programs and strategies and worked, hired and instructed media professionals in all creative genres: writers, photographers, artists, internet programmers, PR firms, Media specialists, distributors and printers. Mr. Schoengood’s extensive experience in various capacities for diverse media platforms gives our board of directors valuable guidance on the marketing and promotional activities that will be a keystone of the Company’s success.

Family Relationships

As we only have one officer and director, there cannot be any family relationships between any director and executive officer.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

·	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

·	being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated

Section 16(a) Beneficial Ownership Compliance

We do not currently have any class of equity securities registered pursuant to section 12 of the Exchange Act. As such, our officers, directors and significant stockholders are not required to report changes in the beneficial ownership of our securities pursuant to Section 16(a) of the Exchange Act.

Code of Ethics

We do not currently have a Code of Ethics, as defined under the rules and regulations of the Exchange Act. The Company does not believe a Code of Ethics is necessary because the Company only has only one person serving as the sole officer, director and employee.

Nomination Process

As of December 31, 2013, we did not affect any material changes to the procedures by which stockholders may recommend nominees to the board of directors. We do not have any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. The board of directors believes that, given the current stage of our development, a specific nominating policy would be premature and of little assistance until our operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the board of directors and there is no specific process or procedure for evaluating such nominees. The board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.

A stockholder who wishes to communicate with the board of directors may do so by directing a written request addressed to our Chief Executive Officer or the Chief Financial Officer at the address appearing on the face page of this annual report.

Committees of the Board

We currently do not have nominating, compensation or audit committee, or committees performing similar functions, nor do we have a written nominating, compensation or audit committee charter. The board of directors does not believe that it is necessary to have such committees at this time because it believes that the functions of such committees can be adequately performed by the board of directors.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The table below sets forth all cash compensation paid or proposed to be paid by us to our chief executive officer, or only executive officer, for services rendered in all capacities to the Company during fiscal year 2011 and 2012 and 2013.

Summary Compensation Table

Name and Principal Position	Fiscal year Ended December 31	Salary ($)		Bonus ($)		Other Annual Compensation ($)		TOTAL
Bruce Schoengood, CEO	2011	$	0.00	$	7,500.00	$	0.00	$	7,500
	2012	$	100,000	$	0	$	0.00	$	100,000
	2013	$	100,000		0	$	0.00	$	100,000

Compensation Policy

Because we are still in the early stages of development, our sole director and officer is not currently receiving any compensation.

Stock Grants or Awards

Because we are still in the early stages of development, our sole director and officer has not received any stock grant, stock awards, freestanding SARs or other equity awards.

Bonuses

Any bonuses granted in the future will relate to meeting certain performance criteria that are directly related to areas within the named executive’s responsibilities with the Company. As we continue to grow, more defined bonus programs may be established to attract and retain our employees at all levels.

Equity Compensation Plans

We do not have any equity compensation plans as of the date of this annual report.

Compensation of Directors

Because we are still in the development stage, our sole director is not receiving any compensation other than reimbursement for expenses incurred during the performance of his duties.

Employment Contracts; Termination of Employment and Change-in-Control Arrangements

We do not have an employment agreement with Bruce Schoengood, our Chief Executive Officer; however, we intend to enter into such an employment agreement with Mr. Schoengood and with any of our future key executives and other members of management at the appropriate time and as circumstances may require.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides the names and addresses of each person known to us who own more than 5% of the outstanding common stock as of the date of this annual report, and by our sole officer and director. Except as otherwise indicated, all shares are owned directly.

Name of beneficial owner		Amount of Beneficial ownership				Percent of class(2)
Bruce Schoengood(1)			[3,825,000	]			[27	]%

(1) Unless otherwise indicated, the address of each of the persons shown is c/o Medifirst Solutions, Inc., 4400 North Federal Highway, Suite 54, Boca Raton FL 33431.

(2) The percent of class is based on [6,671,750] shares of common stock issued and outstanding as of the date of this annual report.

Change in Control

We are not aware of any arrangement that might result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with related persons, promoters and certain control persons

Bruce Schoengood, currently our sole officer and director, is currently not involved in other business activities, but may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, Mr. Schoengood may face a conflict of interest in selecting between our business interest and his other business interests. It is our policy that any personal business or corporate opportunity available an officer or director must be examined by our board of directors and rejected by the directors before an officer or director can engage or take advantage of the business opportunity. However, this policy may be ineffective given that we currently have only one officer and director.

No director, executive officer, principal stockholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, during the years ended December 31,2013 or December 31, 2012 or December 31, 2011, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

Director Independence

Currently our sole director is also our sole officer, and as such, we have no directors that would qualify as independent as defined under NASDAQ Marketplace Rules. Our director believes that retaining one or more additional directors who would qualify as independent as defined in the NASDAQ Marketplace Rules would be overly costly and burdensome and not warranted in the circumstances given the current stage of the Company’s development.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

David A. Aronson, CPA. P.A. serves as our independent registered public accounting firm and audited our financial statements for the years ended December 2013 and December 31, 2012 and 2011. The following table represents a summary of fees billed to the Company from its principal independent accounts for professional services rendered for the years ended December 31, 2012 and 2011.

	December 31,		December 31,		December 31,
	2013		2012		2011

Audit fee	$	3,500	$	3,500	$	2,900
Audit related fees
Tax fees
All other fees

TOTAL	$	3,500	$	3,500	$	2,900

Audit Fees

“Audit Fees” consist of fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements and review of financial statements included in the registrant’s quarterly reports, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. Audit fees expenses for David A. Aronson, CPA. P.A., for professional services rendered in respect to the audit of our annual financial statements included in our Registration Statement on Form S-1, were $3,500 and $2,900, respectively.

Audit Related Fees

“Audit Related Fees” consist of fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported as “Audit Fees.” For the years ended December 31, 2013 and December 2012 and 2011, the aggregate “Audit Related Fees” were $-0- and $-0- and $-0, respectively.

Tax Fees

“Tax Fees” consist of fees billed for professional services for tax compliance, tax advice, and tax planning. Tax preparation fees expenses for David A. Aronson, CPA. P.A., for professional services in respect to the filing of the Company’s income taxes for the years ended December 31, 2013, 2012 and 2011, were $-0- and $-0- and $-0 respectively.

All Other Fees

Fees billed by David A. Aronson, CPA. P.A., not related to audit or other services as described above, during the years ended December 31, 2013, 2012 and 2011, were $-0- and $-0- and $-0 respective.

Pre-Approval Policies

Our board of directors, who acts as our audit committee, has adopted a policy governing the pre-approval by the board of directors of all services, audit and non-audit, to be provided to our Company by our independent auditors. Under the policy, the board or directors has pre-approved the provision by our independent auditors of specific audit, audit related, tax and other non-audit services as being consistent with auditor independence. Requests or applications to provide services that require the specific pre-approval of the board of directors must be submitted to the board of directors by the independent auditors, and the independent auditors must advise the board of directors as to whether, in the independent auditor’s view, the request or application is consistent with the SEC’s rules on auditor independence.

The board of directors has considered the nature and amount of the fees billed by David A. Aronson, CPA. P.A. and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of David A. Aronson, CPA. P.A

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.		Description
3.1		Articles of Incorporation filed on November 8, 2010(1)
3.2		Certificate of Amendment to Articles of Incorporation filed on March 28, 2011(1)
3.3		By-laws adopted on November 15, 2010(1)
4.1		Specimen Common Stock Certificate(1)
31.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		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 reference to the Company’s Registration Statement on Form S-1 filed on December 30, 2011.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 14, 2014	MEDIFIRST SOLUTIONS, INC.

	By:	/s/ Bruce Schoengood
		President and Chief Executive Officer

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

Signature		Title	Date
By:	/s/ Bruce Schoengood	President, Chief Executive Officer,	April 14, 2014
		Principal Financial Officer, Director

Medifirst Solutions, Inc.

(A Development Stage Company)

Statements of Operations

For the Years Ended December 31, 2013 and 2012 and for the Period

From November 8, 2010 (Inception) to December 31, 2013