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EX-31.1 - CERTIFICATION - Medifirst Solutions, Inc.f10q0315ex31i_medifirst.htm
EX-32.1 - CERTIFICATION - Medifirst Solutions, Inc.f10q0315ex32i_medifirst.htm
EX-31.2 - CERTIFICATION - Medifirst Solutions, Inc.f10q0315ex31ii_medifirst.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2015

 

OR

 

☐  TRANSITION REPORT PURSUANT TO 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.

(Exact name of registrant as specified in its charter)

 

NEVADA   27-3888260
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification Number)

 

4400 Route 9 South, Suite 1000, Freehold NJ 07728

(Address of principal executive offices)

 

732-786-8044

(Issuer’s telephone number)

 

(Former name, former address and former fiscal year, if changed since last report) N/A

 

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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

 

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

 

(check one) Large accelerated filer ☐  Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 19, 2015, there were 24,981,750 shares of Common Stock, $0.0001 par value, outstanding and 50,000 shares of Preferred Stock, .0001 par value, outstanding.

 

 

 

 
 

 

PART I.  FINANCIAL INFORMATION
   
Item  1. Financial Statements. 3
   
Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 19
   
Item  3.  Quantitative and Qualitative Disclosures About Market Risk. 21
   
Item  4.  Controls and Procedures. 21
   
PART II.  OTHER INFORMATION
   
Item 1.  Legal Proceedings. 22
   
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. 22
   
Item 3.  Defaults Upon Senior Securities. 23
   
Item 4.   Mine Safety Disclosures 23
   
Item 5.  Other Information. 23
   
Item 6.  Exhibits. 23

 

2
 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

MEDIFIRST SOLUTIONS, INC.

 

FINANCIAL STATEMENTS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

 

 

 

 

3
 

 

TABLE OF CONTENTS
   
Report of Independent Registered Public Accounting Firm 5
   
Financial Statements
   
Balance Sheets 6
   
Statements of Operations 7
   
Statement of Changes in Stockholders' Equity 8
   
Statements of Cash Flows 9
   
Notes to Financial Statements 10 - 18

 

4
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Stockholders and Board of Directors

Medifirst Solutions, Inc.

 

We have reviewed the accompanying balance sheet of Medifirst Solutions, Inc., (A Development Stage Company) as of March 31, 2015, and the related statements of income, stockholders’ equity, and cash flows for the three-months ended March 31, 2015 and 2014. These financial statements are the responsibility of the company’s management.

 

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be 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

May 14, 2015

 

5
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Balance Sheets

March 31, 2015 and December 31, 2014

(Unaudited)

 

   March 31, 2015   December 31, 2014 
ASSETS        
Current Assets:        
Cash  $2,430   $- 
Accounts receivable, net of allowance of $2,755 and $500, respectively   2,255    2,255 
Prepaid expenses   375    1,125 
Inventory   5,000    5,000 
Total current assets   10,060    8,380 
           
Equipment, net   5,922    6,338 
           
Other Assets          
Security deposit   1,065    1,065 
           
   $17,047   $15,783 
           
LIABILITIES AND STOCKHOLDERS' EQUITY     
           
Liabilities          
Cash overdraft  $-   $4,197 
Accounts payable and accrued expenses   25,703    19,425 
Accrued expenses - officer's compensation   325,000    300,000 
Due to related party   8,921    5,937 
Loans payable - stockholders   54,724    42,210 
6% convertible notes   5,850    5,975 
   Total current liabilities   420,198    377,744 
           
Stockholders' Equity:          
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, 50,000 shares issued and outstanding   5    5 
Common stock, $0.0001 par value; 200,000,000 shares authorized, 24,781,750 and 22,481,750 shares issued and outstanding   2,478    2,248 
Additional paid in capital   261,975    258,755 
Deficit accumulated during development stage   (667,609)   (622,969)
    (403,151)   (361,961)
           
   $17,047   $15,783 

 

See accompanying summary of notes to unaudited condensed financial statements.

 

6
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Statements of Operations

For the Three Months Ended March 31, 2015 and 2014

(Unaudited)

 

   For the Three Months Ended March 31, 
   2015   2014 
         
Product sales, net  $-   $47,079 
Cost of goods sold   -    45,895 
Gross income   -    1,184 
           
Expenses:          
Officer's compensation   25,000    25,000 
Advertising and promotion   1,283    2,575 
Computer and internet   710    410 
Consulting fees   4,802    118,643 
Professional fees   775    724 
Provision for bad debts   2,255    - 
Repairs and maintenance   -    124 
Trade shows   -    3,185 
Travel   -    2,680 
Other   11,734    3,739 
    46,559    157,080 
           
Net loss before other income, expenses and provision for income taxes   (46,559)   (155,896)
           
Other income and (expenses)          
Interest expense   (336)   (316)
Net loss before provision for income taxes   (46,895)   (156,212)
           
Provision for income taxes   -    - 
           
Net loss  $(46,895)  $(156,212)
           
Loss per common share - Basic and fully diluted  $(0.00)  $(0.01)
           
Weighted average number of shares outstanding - Basic and fully diluted   23,290,959    14,680,958 

 

See accompanying summary of notes to unaudited condensed financial statements.

 

7
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Statement of Stockholders' Equity

March 31, 2015

(Unaudited)

 

   Common Stock   Preferred Class A   Additional Paid in   Deficit Accumulated During Development   Total Stockholders' 
   Shares   Amount   Shares   Amount   Capital   Stage   Equity 
Balance - January 1, 2014   13,781,750   $1,378    -   $-   $64,740   $(330,256)  $(264,138)
                                    
Issuance of common shares for services $0.05 per share   1,000,000    100    -     -     49,900    -    50,000 
Issuance of common shares for services $0.05 per share   500,000    50    -     -     24,950    -    25,000 
Issuance of common shares to repay debt at $0.0555   450,000    45          -    24,955    -    25,000 
Issuance of common shares for cash at $0.05 per share   200,000    20     -     -    9,980    -    10,000 
Issuance of common shares for cash at $0.05 per share   300,000    30     -     -    14,970    -    15,000 
Issuance of common shares for cash at $0.05 per share   200,000    20     -     -    9,980    -    10,000 
Issuance of common shares upon partial conversion of note at $0.0001 per share   500,000    50     -     -    -    -    50 
Issuance of common shares for services $0.05 per share   450,000    45     -     -    22,455    -    22,500 
Issuance of common shares for services $0.13 per share   50,000    5     -     -    6,495    -    6,500 
Issuance of common shares upon partial conversion of note at $0.0001 per share   400,000    40     -     -    -    -    40 
Issuance of preferred shares for services $0.10 per share   -    -    50,000    5    4,995    -    5,000 
Issuance of common shares for services $0.09 per share   100,000    10     -     -    8,990    -    9,000 
Issuance of common shares for services $0.05 per share   250,000    25     -     -    12,475    -    12,500 
Issuance of common shares upon partial conversion of note at $0.0001 per share   700,000    70     -     -    630    -    700 
Issuance of common shares upon partial conversion of note at $0.0001 per share   1,000,000    100     -     -    900    -    1,000 
Issuance of common shares upon partial conversion of note at $0.0001 per share   1,100,000    110     -     -    990    -    1,100 
Issuance of common shares upon partial conversion of note at $0.0001 per share   1,500,000    150     -     -    1,350    -    1,500 
Net loss   -    -     -     -    -     (292,713)   (292,713)
Balance - December 31, 2014   22,481,750    2,248    50,000    5    258,755    (622,969)   (361,961)
                                    
Issuance of common shares upon partial conversion of note at $0.0001 per share   1,000,000    100    -    -    900    -    1,000 
Cancellation of common shares to recapitalize company   (500,000)   (50)   -    -    50    -    - 
Issuance of common shares upon partial conversion of note at $0.0001 per share   1,000,000    100    -    -    900    -    1,000 
Issuance of common shares upon partial conversion of note at $0.0005 per share   800,000    80    -    -    320    -    400 
Contribution to additional paid in capital   -    -    -    -    1,050    -    1,050 
Net loss   -    -    -    -    -    (46,895)   (46,895)
Balance - March 31, 2015   24,781,750   $2,478    50,000   $5   $261,975   $(669,864)  $(405,406)

 

See accompanying summary of notes to unaudited condensed financial statements.

 

8
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the Three Months Ended March 31, 2015 and 2014

(Unaudited)

 

   For the Three Months Ended March 31, 
   2015   2014 
         
Cash flows from operating activities:        
Net loss  $(46,895)  $(10,391)
Adjustments to reconcile net loss to net cash used by operating activities:          
Depreciation expense   416    58 
Provision for doubtful accounts   2,255    - 
Prepaid expenses   750    - 
Accounts payable and accrued expenses   31,278    23,917 
Common stock issued to repay loan   2,400    - 
Capitalized rent expense   1,050    - 
Net cash used by operating activities   (8,746)   13,584 
           
Cash flows from financing activities:          
Cash overdraft   (4,197)   - 
Proceeds from issuance of common stock   -    860 
Due to related party   2,984      
Shareholder's loan   12,514    (2,971)
6% convertible notes   (125)   (860)
Net cash provided by financing activities   11,176    (2,971)
           
Net increase in cash   2,430    10,613 
Cash at beginning of period   -    474 
Cash at end of period  $2,430   $11,087 
           
Supplemental cash flow information:          
Cash paid during the period for:          
Interest  $336   $65 
Income taxes  $-   $- 

 

Non-cash transactions:
 
During the periods ended March 31, 2015 and 2014, the Company capitalized rent expense of $1,050 and $-0-, respectively.

 

See accompanying summary of notes to unaudited condensed financial statements.

 

9
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2015

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

Medifirst Solutions, Inc. was incorporated in Nevada in November 2010. The Company is in the development stage and intends to have a diverse product line of consumer products. Since inception, the Company has been engaged in business planning activities, including researching the industry, identifying target markets for the Company's products, developing the Company's models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for establishing the Company's offices and identifying future sources of capital. At the present time, the Company is building products and affiliations in and related to the cosmetic healthcare industry. The Company is developing products and programs, specifically the Time Machine Program in the anti-aging sector using laser technology. The Company is a dealer for Atmospheric Water Solutions, Inc. to sell water machines that makes drinking water from air.

 

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such principles and regulations of the Securities and Exchange Commission for Form 10-Q. All adjustments, consisting of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of interim periods. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for a full year because of, among other things, seasonality factors in the retail business. The unaudited financial statements contained herein should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2014.

 

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

 

10
 

  

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2015

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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.

 

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.

 

11
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2015

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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.

 

Equipment

Equipment, consisting of computer equipment, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, of five years.

 

The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds the estimated future cash flows, an impairment loss will be recorded by the amount the carrying value exceeds the fair value of the asset.

 

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

 

Recent Pronouncements

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

 

12
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2015

 

Note 2. EQUIPMENT (NET)

 

Equipment is recorded at cost and consisted of the following at March 31, 2015 and 2014:

 

   2015   2014 
Computer equipment  $8,314   $5,758 
    8,314    5,758 
           
Less: accumulated depreciation   (2,392)   (847)
           
   $5,922   $4,911 

 

Depreciation for the three months ended March 31, 2015 and 2014 was $416 and $288, respectively.

 

Note 3. LOANS PAYABLE - STOCKHOLDERS

 

During the periods ended March 31, 2015 and 2014 a stockholder of the Company advanced the Company $20,670 and $12,530, respectively. The loan has a balance of $47,999 at March 31, 2015, bears no interest and is payable on demand.

 

In January 2012. the Company issued a promissory note to a stockholder in the amount of $5,000 with interest payable at 20%. Principal and interest were due and payable on July 2, 2012. In March 2015, the note was amended to provide the note holder with the option to convert the note to the Company's common stock at $0.0005 per share. In March 2015, in a private transaction, the note holder transferred $400 of note principal to a third party who subsequently converted this portion of the note into 800,000 shares of the Company's common stock. At March 31, 2015, $4,600 of the original note principal remains due and payable.

 

In December 2012, the Company issued a promissory note to a stockholder in the amount of $5,000 with interest at 10%. Principal and interest were due and payable on June 2, 2013. In April 2014, the note was amended to provide the note holder with the option to convert the note into the Company's common stock at $0.0001 per share. In July 2014, in a private transaction, the note holder transferred $1,000 of note principal to a third party. In August 2014, the holder of this portion of note principal converted it into 1,000,000 shares of the Company's common stock. In October 2014, the holder converted $1,500 of note principal into 1,500,000 shares of the Company's common stock at $0.001 per share. In 2015, in two private transactions, the holder of the note transferred $2,000 of note principal to two unrelated individuals. These individuals converted their shares of the note into 2,000,000 shares of the Company's common stock at $0.0001 per share. At March 31, 2015, $500 of the original note principal remains due and payable.

 

13
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2015

 

Note 3. LOANS PAYABLE - STOCKHOLDERS (continued)

 

At March 31, 2014, the Company was indebted to a stockholder in the amount of $1,500. The loan has an interest of 26.7%. Principal and accrued interest were due and payable on January 1, 2014.

 

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.

 

The holder of one of the notes converted $110 of note principal into 1,100,000 shares of common stock as follows:

 

Date of Conversion  Principal Amount Converted   Conversion Rate   Shares Received 
June 2013  $70   $0.0001    700,000 
August 2013  $40   $0.0001    400,000 

 

In August 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 August 2013, in a private transaction, the new note holder transferred $5 of the remaining note principal to a third party who then converted the note into 50,000 shares of common stock.

 

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

 

In September 2013, in a private transaction, the new note holder transferred $35 of the remaining note principal to a third party who then converted the note into 350,000 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:

 

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

 

14
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2015

 

Note 4. 6% CONVERTIBLE NOTES (continued)

 

In March and April 2014, the new note holder converted an additional $90 of note principal into 900,000 shares of common stock as follows:

 

Date of Conversion  Principal Amount Converted   Conversion Rate   Shares Received 
March 2014  $50   $0.0001    400,000 
April 2014  $40   $0.0001    500,000 

 

Subsequent to these conversions there remains $125 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 March 31, 2015, the note had a remaining principal balance of $60.

 

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, 2,440,732 shares at March 31, 2015.

 

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 at 6% and is payable when the note matures.

 

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:

 

Date of Conversion  Principal Amount Converted   Conversion Rate   Shares 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.

 

15
 

 

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2015

 

Note 4. 6% CONVERTIBLE NOTES (continued)

 

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 March 31, 2014 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 2,440,732 shares at March 31, 2015.

 

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.

 

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 of which $700 was converted into 700,000 shares in June 2014. The remaining principal balance on this portion of the note at March 31, 2015 is $2,075. 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 2,440,732 shares at March 31, 2015.

 

Note 5. STOCKHOLDERS' EQUITY

 

In January 2015, the Company issued 1,000,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

 

In February 2015, a stockholder of the Company returned 500,000 shares of common stock to recapitalize the Company.

 

In February 2015, the Company issued 1,000,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

 

In March 2015, the Company issued 800,000 shares of common stock at $0.0005 per share as partial conversion of a note (See note 3).

 

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Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2015

 

Note 6. COMMITMENTS AND CONTINGENCIES

 

The Company currently leases its offices on a month to month basis from the Company's President and stockholder for $525 per month.

 

Capitalized rent expense for the three months ended March 31, 2015 and 2014, totaled $1,050 and $-0-, respectively.

 

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 March 31, 2015, the Company has a net operating loss carryforward of approximately $211,000. 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 March 31, 2015. The principal difference between the operating loss for income tax purposes and reporting purposes results from the issuance of common shares for services.

 

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 March 31, 2015, the Company incurred a net loss of approximately $665,000. In addition, the Company has no significant assets or revenue generating operations.

 

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Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2015

 

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.

  

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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.   The Company  is in the development stage and intends to have a diverse product line of consumer products.  Since inception, the Company has been engaged in business planning activities, including researching the industry, identifying target markets for the Company's products, developing the Company's models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for establishing the Company's offices and identifying future sources of capital.  At the present time, the Company is building products and affiliations in and related to the cosmetic healthcare industry.  The Company is developing products and programs, specifically the Time Machine Program in the anti-aging sector using laser technology.  The Company is a dealer for Atmospheric Water Solutions, Inc. to sell water machines that makes drinking water from air.

 

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.

 

Cosmetic and Anti-Aging Division

 

Medifirst continues to develop its division that focuses on anti-aging and non-invasive and minimally invasive cosmetic procedures. We are in development of a mobile laser unit and a treatment protocol called The Time Machine Program for wrinkles, hyperpigmentation, skin spots, acne and various skin related concerns.

 

The Time Machine Program is a valuable practice building tool. By taking advantage of the many opportunities there are to promote a practice, a healthcare business can turn this investment into new patients, new procedures and new profits. As healthcare businesses develop their knowledge of diagnosis and application, they can realize ways to expand their patient base and catalog of in-office procedures as they integrate the program in to their practice.

 

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.

 

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Atmospheric Water Solutions

 

The Company is a dealer and sales representative for Atmospheric Water Solution (“AWS”), 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. The Company 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.

 

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.

 

Results of Operations

 

Quarterly Period Ended March 31, 2015

 

Revenues

 

During the quarterly period ended March 31, 2015 and 2014, we generated $-0- and $47,079 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 quarterly period ended March 31, 2015 and 2014, expenses were $46,569 and $157,080, respectively.

 

We expect expenses for 2015 to trend upward as we continue to incur additional expenses necessary to grow our business.

 

Legal and Accounting

 

For the quarterly period ended March 31, 2015 and 2014 professional fees were $775 and $724, respectively.

 

We expect professional fees for 2015 to trend marginally upward 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 quarterly period ended March 31, 2015 and 2014, other expenses was $336 and $316, respectively.

Expense for the three months ended March 31, 2015 and 2014 consisted of interest expense. 

 

Net Income/(Loss)

 

For the quarterly period ended March 31, 2015 and 2014 the company had a net loss of $46,895 and $156,212.

 

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 March 31, 2015 and 2014, our principal sources of liquidity included cash and cash equivalents of $2,430 and $- 0-, respectively.

 

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As of March 31, 2015, 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 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4. 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 Securities Exchange Act of 1934 (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.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Recent Sales of Unregistered Securities

 

In January 2015 the Company issued 1,000,000 shares of common stock at .001 per share pursuant to the exercise of conversion rights under the terms of a convertible promissory note.

 

In February 2015 the Company issued 1,000,000 shares of common stock at .001 per share pursuant to the exercise of conversion rights under the terms of a convertible promissory note.

 

In March 2015 the Company issued 800,000 shares of common stock at .001 per share pursuant to the exercise of conversion rights under the terms of a convertible promissory note.

 

Each of these transactions was exempt from the registrations requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a) (2) thereof. In the alternative, the common stock is an exempt security pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

 

Promissory Notes:

In March 2011, the Company issued a promissory note to a stockholder in the amount of $300. On July 2013, the note was amended to provide the note holder with the privilege to convert the note to the Company's common stock at $0.0006 per share. Note Balance $60.

In January 2012, the Company issued a promissory note to a stockholder in the amount of $5,000 with interest at 20% per annum. Principal and interest were due and payable on July 2, 2012. March 5, 2015, the note was amended to provide the note holder with the privilege to convert the note to the Company's common stock at $0.0005 per share. Note Balance $4600.

In December 2012, the Company issued a promissory note to a stockholder in the amount of $5,000 with interest at 10% per annum. Principal and interest were due and payable on July 3, 2013. April 2014, the note was amended to provide the note holder with the privilege to convert the note to the Company's common stock at $0.001 per share. Note Balance $500.

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In May 2012, the Company issued a promissory note to a stockholder in the amount of $25,000 with interest at 10% per annum. Principal and interest were due and payable on November, 2012. On December 2014, the note was amended to provide the note holder with the privilege to convert the note to the Company's common stock at $0.0001 per share. Effective April 2013, the Company and Note Holder entered into a second amendment of he Note which reduced the principal balance of the Note to $9,900 by crediting $14,000 to consulting services provide by Note Holder to the Company. On June 2013 the note was sold to two parties. A $5,000 and $4,900 portion of the note was sold to two new note holders. The $5,000 Note has a balance of $3,715 and the $4,900 Note has a balance of $2,075.

In July 2013, the Company issued a promissory note to a stockholder in the amount of $1,500. Principal and interest were due and payable on January 2014. January 2015, the note was amended to provide the note holder with the privilege to convert the note to the Company's common stock at $0.0004 per share. Note Balance $1500

In January 2015, the Company issued a promissory note to a stockholder in the amount of $1,000. Principal and interest were due and payable on July 2015. January 2015, the note was amended to provide the note holder with the privilege to convert the note to the Company's common stock at $0.0001 per share. Note Balance $1000

In April 2015, the Company issued a promissory note to a stockholder in the amount of $3,000. Principal and interest were due and payable on October 2015. Note Balance $3000

At any time on or after the maturity date, with the approval of the Board of Directors, 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 time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures

 

Not Applicable

 

Item 5. Other Information.

 

There have been no material changes to the procedures by which security holders may recommend nominees to the Registrant’s board of directors.

 

Item 6. Exhibits.

 

31.1Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2Certification of the Chief Executive Officer and Principal Executive Officer Pursuant to 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

 

32.1Certification of the Chief Financial Officer and Principal Financial Officer Pursuant to 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

 

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SIGNATURES

 

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

 

May 19, 2015

 

  By /s/ Bruce Schoengood
  Bruce Schoengood
  Chief Executive Officer
  (Principal Executive Officer)
     
  By /s/ Bruce Schoengood
  Bruce Schoengood
  Chief Financial Officer
  (Principal Financial Officer)

 

 

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