Medifirst Solutions, Inc. - FORM 10-Q

Attached files

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EX-32.1 - CERTIFICATION - Medifirst Solutions, Inc.	f10q0616ex32i_medifirst.htm
EX-31.2 - CERTIFICATION - Medifirst Solutions, Inc.	f10q0616ex31ii_medifirst.htm
EX-31.1 - CERTIFICATION - Medifirst Solutions, Inc.	f10q0616ex31i_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: June 30, 2016

☐ 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:

000-55465

MEDIFIRST SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

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.

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

As of August 15, 2016, there were 90,543,348 shares of Common Stock, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

	Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	28

Item 4. Controls and Procedures.	28

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.	29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	29

Item 3. Defaults Upon Senior Securities.	29

Item 4. Mine Safety Disclosures	29

Item 5. Other Information.	29

Item 6. Exhibits.	30

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets as of December 31, 2015 and June 30, 2016 (unaudited)	2

Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2015 and 2016	3

Consolidated Statement of Stockholders’ Equity (unaudited) for the six months ended June 30, 2016	4

Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2016	5

Notes to Unaudited Consolidated Financial Statements	6

Medifirst Solutions, Inc.

Consolidated Balance Sheets

June 30, 2016 and December 31, 2015

	June 30, 2016 (Unaudited)			December 31, 2015
ASSETS
Current Assets:
Cash	$	195,008		$	156,958
Accrued interest receivable		2,523			-
Inventory		50,000			50,000
Total current assets		247,531			206,958

Property, Plant and Equipment, net		1,591			2,159

Other Assets
Intangible Asset -License Agreement, net		145,002			-
Total other assets		145,002			-

Total Assets	$	394,124		$	209,117

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Accounts payable and accrued expenses	$	61,142		$	123,648
Accrued expenses - officer's compensation		385,526			370,000
Due to related party		8,921			8,921
Loans payable - stockholders		23,128			24,449
Note Payable for license agreement		150,000			-
Convertible notes payable		262,677			180,393
Derivative Liabilities		350,644			157,617
Total current liabilities		1,242,038			865,028

Commitments & Contingencies (Note 10)		-			-

Stockholders' Equity:
Series A preferred stock, $0.0001 par value; 1,000,000 shares authorized, 50,000 and 50,000 shares issued and outstanding, respectively		5			5
Series B convertible preferred stock, $0.0001 par value; 50,000 shares authorized, 26,100 and -0- shares issued and outstanding, respectively		3			-
Common stock, $0.0001 par value; 1,500,000,000 shares authorized, 57,822,683 and 35,101,750 shares issued and outstanding, respectively		5,783			3,510
Additional paid in capital		482,336			310,183
Accumulated deficit		(1,336,041	)		(969,609	)
Total Stockholders' Equity		(847,914	)		(655,911	)

Total Liabilities & Stockholders' Equity	$	394,124		$	209,117

Medifirst Solutions, Inc.

Consolidated Statements of Operations

For the Six Months Ended June 30, 2016 and 2015

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2016			2015			2016			2015

Consulting fee revenue	$	-		$	1,858		$	-		$	1,858
Product sales, net		-			-			-			-
		-			1,858			-			1,858
Cost of goods sold		-			5,150			-			5,150
Gross income		-			(3,292	)		-			(3,292	)

Expenses:
Officer's compensation		25,000			25,000			50,000			50,000
Advertising and promotion		18,298			137			19,921			1,421
Computer and internet		68			129			188			839
Consulting fees		14,045			1,375			34,843			2,125
Professional fees		36,335			3,319			60,895			8,020
Provision for bad debts		-			-			-			2,255
Rent		2,022			2,640			4,093			4,215
Travel		896			-			1,156			-
Lab testing		32,400			-			32,400			-
Dues and subscriptions		8,731			-			10,279			-
Other		13,265			3,173			21,088			13,457
		151,060			35,773			234,863			82,332

Net loss from Operations before other income, expenses		(151,060	)		(39,065	)		(234,863	)		(85,624	)

Other income and (expenses)
Interest expense		(86,254	)		(486	)		(278,069	)		(822	)
Interest income		1,356			-			2,523			-
Change in Fair Value -Derivatives		204,139			-			143,976			-

Net loss before provision for income tax	$	(31,819	)	$	(39,551	)	$	(366,433	)	$	(86,446	)

Provision for income taxes		-			-			-			-

Net Loss	$	(31,819	)	$	(39,551	)	$	(366,433	)	$	(86,446	)

Loss per common share - Basic and fully diluted	$	(0.001	)	$	(0.002	)	$	(0.008	)	($	0.004	)

Weighted average number of shares outstanding - Basic and fully diluted		44,698,004			25,159,772			43,256,072			24,286,722

Medifirst Solutions, Inc.

Consolidated Statement of Stockholders' Equity

For the Period from January 1, 2015 to June 30, 2016

(Unaudited)

	Common Stock						Preferred Class A				Preferred Class B						Additional Paid in			Accumulated			Total Stockholders'
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Balance - January 1, 2015		22,481,750			2,248			50,000		5								258,755			(625,485	)		(364,477	)

Issuance of common shares upon partial conversion of note at $0.0001 per share		2,000,000			200			-		-								1,800			-			2,000
Cancellation of common shares		(500,000	)		(50	)		-		-								50			-			-
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
Issuance of common shares upon partial conversion of note at $0.0005 per share		300,000			30			-		-								120			-			150
Issuance of common shares upon partial conversion of note at $0.0005 per share		1,000,000			100			-		-								400			-			500
Issuance of common shares upon partial conversion of note at $0.0005 per share		1,000,000			100			-		-								400			-			500
Contribution to additional paid in capital		-			-			-		-								1,575			-			1,575
Issuance of common shares upon partial conversion of note at $0.0005 per share		3,800,000			380			-		-								1,520			-			1,900
Issuance of common shares to acquire subsidiary at $0.015 per share		20,000			2			-		-								18			-			20
Issuance of common shares for services $0.01 per share		3,500,000			350													34,650			-			35,000
Contribution to additional paid in capital		-			-			-		-								1,575			-			1,575
Issuance of common shares to investor $0.01 per share		200,000			20			-		-								-			-			20
Issuance of common shares for services $0.01 per share		500,000			50			-		-								4,950						5,000
Additional paid in capital on debt discount related to the intrinsic beneficial conversion feature		-			-			-		-								3,000			-			3,000
Net loss		-			-			-		-								-			(344,124	)		(344,124	)
Balance - December 31, 2015		35,101,750		$	3,510			50,000	$	5	$	-		$	-		$	310,183		$	(969,609	)	$	(655,911	)

Issuance of common shares upon partial conversion of note at $0.00275 per share		1,095,036			110													2,901						3,011
Issuance of common shares upon partial conversion of note at $0.00275 per share		1,285,560			129													3,406						3,535
Issuance of common shares upon partial conversion of note at $0.003355 per share		906,533			91													2,950						3,041
Issuance of common shares upon partial conversion of note at $0.00275 per share		1,500,000			150													600						750
Issuance of Series B Preferred shares as part consideration for license agreement												25,000			3									3
Issuance of common shares upon conversion of 3,400 shares of Series B Preferred Stock		1,700,000			170					-		(3,400	)		(1	)		(170	)					(1	)
Additional paid in capital from derivative liability on debt conversion					-					-								10,152			-			10,152
Issuance of Series B Preferred shares as payment for inventory		-			-			-		-		10,000			1			-49,999						-50,000
Net loss																					(334,613	)		(334,613	)
Balance - March 31, 2016		41,588,879			4,160			50,000		5		31,600			3			380,021			(1,304,222	)		(920,034	)
Issuance of common shares upon conversion of 3,400 shares of Series B Preferred Stock		1,700,000		$	170							(3,400	)	$	0		$	(170	)					0
Issuance of common shares upon partial conversion of note at $.0033 per share		1,584,873		$	158												$	5,072						5,230
Issuance of common shares upon partial conversion of note at $.0033 per share		2,194,200		$	219												$	7,021						7,240
Issuance of common shares upon partial conversion of note at $.0044 per share		2,000,000		$	200												$	8,600						8,800
Issuance of common shares upon conversion of 3,900 shares of Series B Preferred Stock		1,950,000		$	195							(3,900	)	$	(0	)	$	(195	)					(0	)
Issuance of common shares to extend due date of a note payable at par value per share		300,000		$	30																			30
Issuance of Series B Preferred shares as consideration for trademark purchase												4,000		$	0		$	19,999						19,999
Issuance of common shares upon partial conversion of note at $.0029 per share		2,500,000		$	250												$	7,038						7,288
Issuance of common shares upon partial conversion of note at $.0038 per share		783,062		$	78												$	2,980						3,058
Issuance of common shares upon conversion of 2,200 shares of Series B Preferred Stock		1,100,000		$	110							(2,200	)	$	(0	)	$	(110	)					(0	)
Issuance of common shares upon partial conversion of note at $.0036 per share		768,026		$	77												$	2,723						2,800
Issuance of common shares upon partial conversion of note at $.0028 per share		853,643		$	85												$	2,315						2,400
Issuance of common shares for services $0.01 per share		500,000		$	50												$	4,950						5,000
Additional paid in capital from derivative liability on debt conversion																	$	42,092						42,092
Net loss																					(31,819	)		(31,819	)
Balance - June 30, 2016		57,822,683			5,783			50,000		5		26,100			3			482,336			(1,336,041	)		(847,914	)

Medifirst Solutions, Inc.

Consolidated Statement of Cash Flows

For the Six Months Ended June 30, 2016 and 2015

(Unaudited)

	2016			2015

Cash flows from operating activities:
Net loss	$	(366,433	)	$	(86,446	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation & amortization expense		5,568			831
Provision for doubtful accounts		-			2,255
Stock Based Compensation		5,030			50,000
Change in assets and liabilities
Accrued Interest Receivable		(2,523	)		-
Accounts payable and accrued expenses		23,018			7,984
Security deposit		-			1,065
Due to related party		-			2,984
Loss on settlement of debt		-			3,550
Notes payable derivatives		161,961			-
Stockholder's loan		(1,321	)		-
Prepaid expenses		-			1,026
Inventory		-			5,000
Net cash used by operating activities		(174,700	)		(11,751	)

Cash flows from investing activities:
Purchase of equipment		-			-
Net cash used by investing activities		-			-

Cash flows from financing activities:
Bank overdraft		-			(4,197	)
Stockholders' loans		-			15,536
Proceeds from shareholder contribution		-			2,625
Proceeds from issuance of preferred stock		-			-
Proceeds from sale of Convertible notes payable		212,750			103,000
Net cash provided by financing activities		212,750			116,964

Net increase (decrease) in cash		38,050			105,213
Cash at beginning of period		156,958			-
Cash at end of period	$	195,008		$	105,213

Supplemental cash flow information:
Cash paid during the period for:
Interest	$	-		$	299
Income taxes	$	500		$	-

Non-cash investing and financing activities:
Common stock issued for note interest and note conversions	$	47,154		$	-
Preferred stock issued for debt settlement and license agreement	$	70,001		$	-

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Medifirst Solutions, Inc. ("MSI" or the "Company") was incorporated in Nevada in November 2010. The Company has not generated significant sales to date. The Company 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.

Pursuant to a sale and purchase agreement dated August 19, 2015 between the Company and the Company's president, the Company acquired 100% of the equity interests in Medical Lasers Manufacturer, Inc. ("MLM") with the total purchase price of 20,000 shares of the Company's common stock at $0.001 per share (or $20). The fair value of the acquired entity was $20.

The transaction was considered as a business acquisition and accordingly the acquisition method of accounting has been applied. MLM had no assets at the date of the business combination.

The Consolidated financial statements include the accounts of MSI and its only wholly owned subsidiary, MLM. All material intercompany balances and transactions have been eliminated in consolidation.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s current technology.

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, 2015.

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.

Notes receivable (Investor)

In January 2016 the company entered into a securities purchase agreement with an investor (as more fully described in Note 5 below). As part of that agreement, the company issued convertible 8% notes payable to the investor in the amounts of $105,000, $50,000, $50,000 and $46,803. The two notes which were secured by fully collaterlized promissory notes receivable issued by the Investor to the Company in the total amount of $96,803 ($50,000 and $46,803 - also known as the "back-end notes") closed during the quarter ended June 30, 2016. These notes bear interest at the rate of 8% per annum. There are no notes receivable from investors at June 30, 2016.

Accounts Receivable

The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers, maintaining an allowance for potential credit losses. Accounts receivable is reported net of the allowance for doubtful accounts. The allowance is based on management's estimate of the amount of receivables that will actually be collected. The Company has not recorded an allowance for doubtful accounts as of June 30, 2016 or December 31, 2015.

Inventory

Inventory consists of finished goods and is stated at the lower of cost (first-in, first-out) or market value.

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.

Long-Lived Assets

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.

In August 2015, the Company's wholly-owned subsidiary MLM, acquired a trademark for $20,000. Due to the uncertainty of future cash flows from the trademark, management has deemed it to be impaired and recorded an impairment expense of $20,000 in September 2015.

Intangible Asset- Licensing Agreement

On March 8th 2016, the company, through its sole wholly-owned subsidiary ("Licensee"), entered into a Product and Know-How License Agreement ("Agreement") with a Florida Corporation ("Licensor"). The license provides with respect to the Technology, Licensor hereby grants to Licensee an irrevocable, nontransferable, royalty-bearing license, with a right of sublicense (the “License”), throughout the Territory in the Field of Use, whether or not under the Licensed Patent, to:

-use or submit or deliver the Technology and/or any Product to any regulatory body throughout the Territory for purposes of obtaining approval to make, Sell, offer for Sale, import, export and distribute the Technology or Products; and

- use or copy the Technology and/or any Product; and

- market, make, have made, Sell, offer for Sale, import and distribute Products; and

- sublicense the Technology; and

- prepare, or have prepared on its behalf, modifications, enhancements and/or derivative works of the Technology.

In connection with the license granted, Licensor hereby grants to Licensee a license to the Licensed Patents, whether now existing or hereafter acquired.

The consideration for the licensing agreement consisted of the issuance of 25,000 Series B Preferred stock shares to the Licensor (at par) plus a $150,000 promissory note issued by the Company to the licensor. The last part of the consideration in this license agreement is the royalty payments which have not taken effect yet as they are based on sales for which the company has none. Both the stock issuance and promissory notes have "claw-back" provisions should certain events fail to occur.

The licensing agreement is for a ten year period effective from March 8th 2016. The cost of the licensing agreement is being amortized over a ten-year period and charged to income on a straight-line basis.

Debt Issues Costs and Debt Discount

The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Beginning in 2015, the Company early-adopted ASU 2015-03: Simplifying the Presentation of Debt Issuance Costs and has reflected the deferred financing costs as a direct reduction of the related debt (See Note 7 to Consolidated Financial Statements).

Original Issue Discount

For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

Derivative Liabilities

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. The Company assessed its securities for purposes of determining the proper accounting treatment and valuation as set forth in the Statement of Financial Accounting Standard ASC 820–10–35–37 Fair Value in Financial Instruments; Statement of Financial Accounting Standard ASC 815 Accounting for Derivative Instruments and Hedging Activities; and Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05.

In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once the derivative liabilities are determined, they are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Use of Estimates

The preparation of condensed consolidated 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 reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Financial Instruments

The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable, and other accrued liabilities approximate their fair values.

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 Income (Loss) Per Common Share

The Company calculates net income (loss) per share based on the authoritative guidance. Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive.

Income Taxes

The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any unrecognized tax benefits as of June 30, 2016, and does not expect this to change significantly over the next 12 months.

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 on the issuance date.

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. At June 30, 2016, the Company had $195,008 in cash equivalents.

Recent Pronouncements

In May 2014, FASB and IASB issued a new joint revenue recognition standard that supersedes nearly all GAAP guidance on revenue recognition. The core principle of the standard is that revenue recognition should depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard is effective for the Company for the fiscal year beginning June 1, 2017. The Company is currently evaluating the impact of this ASU on the consolidated financial statements.

On January 05, 2016, the FASB completed its Classification and Measurement of Financial Instruments project by issuing ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance improves certain aspects of recognition, measurement, presentation and disclosure of financial instruments. For public business entities, the new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not believe the impact of its pending adoption of this ASU on the Company’s consolidated financial statements will be material.

In November 2015, FASB issued ASU 2015-17 - Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes which simplifies the presentation of deferred income taxes. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company does not believe the impact of its pending adoption of this ASU on the Company’s consolidated financial statements will be material.

In February 2015, FASB issued ASU 2015-02 Consolidation (Topic 810) Amendments to the Consolidation Analysis. The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company does not believe the impact of its pending adoption of this ASU on the Company’s consolidated financial statements will be material.

Note 2. PROPERTY, PLANT AND EQUIPMENT (NET)

Equipment is recorded at cost and consisted of the following at June 30, 2016 and December 31, 2015:

	2016			2015
Computer equipment	$	8,314		$	8,314
Less: accumulated depreciation		(6,723	)		(6,155	)

	$	1,591		$	2,159

Depreciation expense for the three- and six-month periods ended June 30, 2016 was $222 and $568, respectively, and for the three- and six-month periods ended June 30, 2015 was $416 and $831, respectively.

Note 3. DUE TO RELATED PARTY

The Company was indebted to a related party through common management in the amount of $8,921 at June 30, 2016 and December 31, 2015, respectively. The loan bears no interest and is payable on demand.

Note 4. LOANS PAYABLE - STOCKHOLDERS

During the periods ended June 30, 2016 and 2015 a stockholder of the Company advanced the Company $-0- and $20,670 respectively. The loan has a balance of $4,882 at June 30, 2016. The loan bears no interest and is payable on demand.

At June 30, 2016 and June 30, 2015, the Company was indebted to a stockholder in the amount of $1,200 and $3,850, respectively. The loan has an interest rate of 20%. Principal and accrued interest were due and payable on July 2, 2012.

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 June 2, 2013. In April 2014, the note was amended to provide the note holder with the option to convert the note to the Company's common stock at $0.0001 per share. Subsequently, in 2014, in a private transaction, the note holder transferred $2,500 of note principal to third parties and the new holders converted their holdings into 2,500,000 shares of the Company's common stock. During 2015, the original note holder transferred an additional $2,400 of note principal to third parties who converted their holdings into 2,400,000 shares of the Company's common stock. At June 30, 2016 and June 30, 2015, the loan had balance was $100 and $100, respectively.

At June 30, 2016 and June 30, 2015, the Company was indebted to a stockholder in the amount of $1,500 and $1,500, respectively. The loan has an interest rate of 26.7%. Principal and accrued interest were due and payable on January 1, 2014.

In February 2016, the Company issued a promissory note to a stockholder in the amount of $7,000 with interest at the rate of 6% per annum. The note matures on February 4th 2017. At June 30, 2016 the full $7,000 note is outstanding.

Note 5. CONVERTIBLE NOTES PAYABLE

Note Payable-BS

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

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		500,000
April 2014	$	40	$	0.0001		400,000

Subsequent to these conversions there remains $125 in note principal outstanding at June 30, 2016.

Note Payable-SF

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 June 30, 2016 and December 31 2015, the note had a remaining principal balance of $60 and $60, respectively.

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 5,776,486 shares at June 30, 2016 and 3,506,665 shares at December 31, 2015.

Note Payable-RK

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 $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.

In July 2013, the note holder converted $300 of note principal into 300,000 shares of the Company's common stock.

In July 2013, in a private transaction, the note holder transferred the remaining note principal balance of $9,690 to a third party.

Note Payable-NW

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

In October 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 October 2014, the note holder converted $1,100 of note principal into 1,100,000 of the Company's common stock. At June 30, 2016 and December 31, 2015, the remaining principal on this portion of the note is $3,715. 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 5,776,486 shares at June 30, 2016 and 3,506,665 shares at December 31, 2015.

Note Payable-MC #1

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 June 30, 2016 and December 31, 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 5,776,486 shares at June 30, 2016 and 3,506,665 shares at December 31, 2015..

Note Payable-MC #2

In April 2015, the Company issued a $3,000 8% per annum note that matures in October 2015. The holder of the note has the right to convert the principal into shares of the Company's common stock at any time 180 days after the closing date at $0.0001 per share. Interest on the note accrues interest at 8% per annum and is payable when the note matures.

Convertible Note Payable-VV to LG (8%)#1

In July 2015, the Company issued a convertible note payable in the principal amount of $59,000. The note matured in March 2016 and bears interest at 8%. Beginning 180 days following the closing date the note holder shall have the right to convert any or all of the outranking principal balance into shares of the Company's common stock at the discounted rate of 55% of the average of the three lowest market trading prices during the 10 days immediately preceding the conversion date. During the six months ended June 30, 2016, the note holder converted $17,709 in note principal into common stock leaving a principal balance remaining on the note in the amount of $41,291 at June 30, 2016

Convertible Note Payable-VV (8%) #2

In August 2015, the Company issued a convertible note payable in the principal amount of $38,000. The note matured in March 2016 and bears interest at 8%. Beginning 180 days following the closing date the note holder shall have the right to convert any or all of the outranking principal balance into shares of the Company's common stock at the discounted rate of 55% of the average of the three lowest market trading prices during the 10 days immediately preceding the conversion date.

Convertible Note Payable-LGC(8%)

On October 8, 2015, the Company issued a convertible note payable in the principal amount of $31,000 with an Original Issue Discount of $1,500. The note matures on October 8, 2016 and bears interest at 8%. The note holder has has the right at any time to convert any part or all of the outstanding unpaid principal balance into shares of the Company's common stock at the discounted rate of 58% of the lowest market trading price during the 20 days prior to and including the conversion date.

Debenture Payable - (5%) B (Original $100K)

In June 2015, the Company issued a convertible note payable in the principal amount of $100,000. The note matures in December 2015 and bears interest at 5%. Beginning 180 days following the closing date the note holder shall have the right to convert any or all of the outranking principal balance into shares of the Company's common stock at the discounted rate of 50% of the average of the three lowest market trading prices during the 3 days immediately preceding the conversion date.

Convertible Note Payable-SO-B (8%) (Original $60k)

On May 2, 2016, the Company issued to an Investor a replacement redeemable convertible note in the principal amount of $60,000 ("the Replacement Note"). The Note, which matures on May 2, 2017, pays interest at the rate of 8% per annum. This Replacement Note partially replaces a note originally issued on June 12, 2015 in the principal amount of $100,000 The holder of the note is entitled, at its option beginning on the 6 month anniversary, to convert all or any of the principal face amount of the Note then outstanding into shares of the Company's common stock at the price equal to 55% of the lowest trading price for the twenty prior trading days including the date of conversion. Any unamortized original issue discount and deferred financing costs from the original note was expensed upon replacement. The derivative discount and liability on the original note was appropriately accounted for upon replacement and a new derivative discount and liability for the replacement note appropriately recorded.

During the months of May and June 2016, the holder of the aforementioned $60,000 Replacement Note converted $12,471 in principal to common stock leaving a principal balance payable of $47,529 on the note as of June 30, 2016.

Convertible Note Payable-CB (5%) (Original $35k)

On October 15, 2015 the Company issued a convertible note payable in the principal amount of $35,000 with an Original Issue Discount of $5,000. The note matures on October 15, 2016 and bears interest at 5%. The note holder has has the right at any time on or after the day that is six months from October 15, 2015 to convert any part or all of the outstanding unpaid principal balance into shares of the Company's common stock at the discounted rate of 55% of the lowest market trading prices during the 20 days prior to the conversion date.

During the months of May and June 2016, the holder of the above $35,000 Note converted $16,088 in principal to common stock leaving a principal balance payable of $18,913 on the note as of June 30, 2016.

Convertible NoteS Payable-LGC (8%)

On January 7, 2016, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”) for the sale of convertible redeemable notes in aggregate principal amount of $251,803. On January 7, 2016, the Company and the Investor conducted the first closing under the Purchase Agreement, pursuant to which the Company issued to the Investor (i) a convertible redeemable note in principal amount of $105,000 containing an original issue discount of $20,000 (the “$105K Note”); and (ii) a convertible redeemable note in principal amount of $50,000 (the “$50K Note” and together with the $105K Note, the “Notes”). Under the Purchase Agreement, on March 15, 2016 and June 15, 2016, the Company and the Investor expect to conduct additional closing for the sale and purchase of additional notes having the same terms as the Notes in principal amounts equal to $50,000 and $46, 803, respectively.

Convertible NoteS Payable-LGC (8%) BEN

In consideration for the issuance of the $105K Note, on January 13, 2016, the Company received net proceeds (after deducting the original issue discount and legal fees) in the amount of $75,697. In consideration for the issuance of the $50K Note, the Investor issued to the Company a $50,000 fully-collateralized secured promissory note (the “Investor Note”), pursuant to which the Investor agreed to pay the Company $50,000 on or before April 30, 2016. The Notes, which are due on January 7, 2017, bear interest at the rate of 8% per annum. Subject to a beneficial ownership limitation equal to 9.99%, principal and interest on the Notes is convertible into shares of the Company’s common stock (“Common Stock”) at a conversion price equal to 55% of the lowest trading price of Common Stock during the 20 trading day period prior to conversion.

In accordance with the terms of the Purchase Agreement, the investor and the Company closed on the two outstanding notes ($50,000 and $46,803) in May and June 2016. The Company thereby received cash funding and offset the Note Receivables at June 30, 2016.

Convertible NoteS Payable-SO (8%)

On May 2, 2016, the Company issued to an Investor a convertible redeemable note in the principal amount of $57,750 ("the Note"). The Note, which matures on May 2, 2017, pays interest at the rate of 8% per annum. The note contains a 10% original issue discount. The holder of the note is entitled, at its option beginning on the 6 month anniversary, to convert all or any of the principal face amount of the Note then outstanding into shares of the Company's common stock at the price equal to 55% of the lowest trading price for the twenty prior trading days including the date of conversion.

The Company’s convertible notes payable and the related derivative liabilities, derivative discount, deferred financing costs and original-issue discount are presented in the financial statements at June 30, 2016 as follows:

	Remaining Principal		Original Issue			Derivative			Deferred Financing			Total Convertible Notes		Derivative
Debt	Amount		Discount			Discount			Costs			Payable		Liability

Note Payable - BS	$	125										$	125
Note Payable - SF		60											60
Note Payable - MC #1		2,075											2,075
Note Payable - NW		3,715											3,715
Note Payable - MC #2		3,000											3,000
Debenture Payable (5%) - B (Original $100K)		40,000								(30	)		39,970
Convertible Note Payable - LGC (8%)		105,000		(10,818	)		(63,451	)		(10,748	)		19,984		68,693
Convertible Note Payable - LGC (8%) BEN		50,000					(39,072	)					10,928		54,386
Convertible Note Payable - LGC (8%) BEN		46,803					(38,475	)					8,328		50,718
Convertible Note Payable - LGC (8%)		50,000					(43,201	)					6,799		53,840
Convertible Note Payable - CB (5%) (Original $35k)		18,913					(14,482	)					4,431		21,225
Convertible Note Payable - LGC (8%)		31,000					(15,664	)					15,336		31,186
Convertible Notes Payable- VV to LG (8%) #1		41,291					(27,356	)					13,935		41,032
Convertible Notes Payable- VV (8%) #2		38,000								(680	)		37,320
Convertible Notes Payable- SO-B (8%) (Original $60k)		47,529											47,529		29,564
Convertible Notes Payable- SO (8%)		57,750		(4,416	)					(4,192	)		49,142

	$	535,261	$	(15,234	)	$	(241,701	)	$	(15,649	)	$	262,677	$	350,644

As of June 30, 2016, the convertible notes payable can be converted into approximately 137,199,203 shares of common stock.

Note 6. DERIVATIVES AND FAIR VALUE INSTRUMENTS

The Company applied paragraph 815-10-05-4 of the FASB Accounting Standards Codification to the 5% Convertible Notes Payable issued June 12th 2015 and the 8% Convertible Note payable issued June 25th 2015 and for the 8% Convertible Notes Payable issued January 7, 2016 and March 7, 2016. Based on the guidance in paragraph 815-10-05-4 of the FASB Accounting Standards Codification the Company concluded these instruments were required to be accounted for as derivatives on issuance date. The Company records the fair value of the Convertible Notes Payable and certain warrants that are classified as derivatives on issuance date and the fair value changes on each reporting date reflected in the consolidated statements of operations as “Gain (loss) on derivative liabilities.” These derivative instruments are not designated as hedging instruments under paragraph 815-10-05-4 of the FASB Accounting Standards Codification and are disclosed on the balance sheet under Derivative Liabilities.

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepayments and other current assets, accounts payable, and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company’s Level 3 financial liabilities consist of the 5% Convertible Notes Payable issued June 12th 2015 and the 8% Convertible Note payable issued June 25th 2015 and for the 8% Convertible Notes Payable issued January 7, 2016 and March 7, 2016, for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. We have valued the automatic conditional conversion, re-pricing/down-round, change of control; default and follow-on offering provisions using a lattice model, with the assistance of a valuation consultant, for which management understands the methodologies. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of issuance and June 30, 2016. The primary assumptions include: projected annual volatility of 170%-245%; the follow-on securities purchase option; the conversion feature as a percentage of Market; automatic/conditional conversions; market price trigger events.

As of June 30, 2016 the Company’s derivative financial instruments included:

1) Embedded derivatives associated with certain of the Company’s unsecured convertible notes payable. The Company’s 5 % convertible notes payable and 8% convertible notes payable issued to four unrelated investors is a hybrid instrument, which warrants separate accounting as a derivative instrument. The embedded derivative feature has been bifurcated from the debt host contract, referred to as the Derivative Liability, which resulted in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes Payable. The unamortized discount is amortized to interest expense using the effective interest method over the life of the Notes. The embedded derivative feature includes the conversion feature within the notes and an early redemption option. The compound embedded derivatives within the convertible notes have been recorded at fair value at the date of issuance; and are marked-to-market each reporting period with changes in fair value recorded to the Company’s statement of operations as Change in fair value of derivative liabilities.

The 5% Convertible Note Payable and the 8% Convertible Notes Payable are valued at June 30, 2016. The following assumptions were used for the valuation of the embedded derivative:

- The stock price of $0.0089 to $0.0073 in this period (variable conversion price) would fluctuate with the Company projected volatility;

- An event of default for the Convertible Note would occur 0% of the time, increasing 1.00% per month to a maximum of 5.0%;

- Alternative financing for the Convertible Note would be initially available to redeem the note 0% of the time and increase monthly by 1% to a maximum of 10%;

- Capital raising events (a single financing at 1 month from the valuation date) are a factor for the VV to LG Convertible Note. The full reset events projected to occur based on future stock issuance (single event) resulting in a reset exercise price.

- The monthly trading volume would average $88,182 and would increase at 5% per month;ownership limits conversion across LG’s 6 notes based on 4.99% with shares outstanding increasing monthly by 1%.

- The variable conversion price of 50% to 58% over 3 to 20 trading days would have effective rates of 35.83% to 52.39%;

- The Note Holders would automatically convert the notes early (and not hold to maturity) with variable conversion prices and full ratchet resets if the registration was effective and not in default;

- The projected annual volatility for each valuation period was based on the historical volatility of the company:

3/31/2016	230	%
4/5/2016	232	%
4/12/2016	245	%
5/4/2016	223	%
5/5/2016	236	%
5/10/2016	224	%
6/23/2016	221	%
6/24/2016	223	%
6/27/2016	196	%
6/30/2016	170	%

The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuation.

The Company’s convertible notes payable and the related derivative liabilities, derivative discount and original-issue discount are presented in the financial statements at June 30, 2016 as follows:

												Quarter										Quarter
									Quarter			Ended					Quarter			Quarter		Ended
							Derivative		Ended			March 31,			Derivative		Ended			Ended		June 30,			Derivative
	Derivative		Principal		Original		Valuation		March 31,			2016			Valuation		June 30,			June 30,		2016			Valuation
	Treatment	Maturity	Note		Derivative		December 31,		2016			Mark-to-			March 31,		2016			2016		Mark-to-			June 30,
Convertible Note	Date	Date	Amount		Valuation		2015		Conversions			Market			2016		Conversions			Issuances		Market			2016

8% Convertible Note Payable-issued 10/8/2015	10/8/2015	10/8/2015	$	31,000	$	58,779	$	56,366				$	(4,203	)	$	52,163						$	(20,977	)	$	31,186

5 % Convertible Note- Payable-issued 6/12/2015	12/9/2015	12/12/2015		100,000		37,827		35,176					(2,883	)		32,293		(11,835	)				9,106			29,564

8% Convertible Notes Payable-issued 6/25/2015	12/22/2015	1/7/2017		59,000		56,956		66,075	$	(10,151	)		3,285			59,209		(8,604	)				(9,573	)		41,032

8% Convertible Notes Payable-issued January 7, 2016	1/7/2016	1/7/2017		105,000		87,287		-					39,919			127,206							(58,513	)		68,693

8% Convertible Notes Payable-issued January 7, 2016	1/7/2016	1/7/2017		50,000		68,124		-					21,773			89,897							(35,511	)		54,386

8% Convertible Notes Payable-issued March 7, 2016	3/7/2016	3/7/2017		50,000		87,538		-					1,171			88,709							(34,869	)		53,840

8% Convertible Notes Payable-issued March 7, 2016	3/7/2016	1/7/2017		46,803		82,115		-					1,101			83,216							(32,498	)		50,718

8% Convertible Notes Payable-issued March 7, 2016	4/12/2016	1/7/2017		35,863				-					-			-		(21,595	)		64,124		(21,304	)		21,225
			$	477,666	$	478,626	$	157,617	$	(10,151	)	$	60,163		$	532,693	$	(42,034	)	$	64,124	$	(204,139	)	$	350,644

Note 7. STOCKHOLDERS' EQUITY

The Company has authorized 1,500,000,000 shares of common stock with a par value of $0.0001 per share. There were 57,822,683 and 35,101,750 shares of common stock issued and outstanding at June 30, 2016 and December 31, 2015, respectively.

The Company has authorized 1,000,000 shares of Series A preferred stock with a par value of $0.0001 per share. At June 30, 2016 and December 31, 2015, 50,000 shares of Series A preferred stock were issued and outstanding. The preferred stock has preferential voting rights of 100 votes per outstanding share.

The Company has authorized 50,000 shares of Series B convertible preferred stock with a par value of $0.0001 per share. At June 30, 2016 there were 39,000 shares issued of which 12,900 shares of Series B preferred were converted into common stock in accordance with the terms of the Series B Preferred stock. Therefore; there were 26,100 shares outstanding at June 30, 2016. The Series B preferred stock has no voting rights. The holders of the Series B convertible preferred stock have the right to convert the same into Common Stock of the Corporation at the ratio of one (1) share of Series B Convertible Preferred for five hundred (500) shares of Common Stock.

During the quarter ended March 31, 2015, the Company issued 2,000,000 shares of common stock at $0.001 per share as partial conversion of notes.

During the quarter ended March 31, 2015, the Company issued 800,000 shares of common stock at $0.0005 per share as partial conversion of notes.

During the quarter ended March 31, 2015, a stockholder of the Company returned 500,000 shares of common stock to the Company.

During the quarter ended June 30, 2015, the Company issued 2,300,000 shares of common stock at $0.0005 per share as partial conversion of notes.

During the quarter ended September 30, 2015, the Company issued 3,800,000 shares of common stock at $0.0005 per share as partial conversion of notes.

During the quarter ended September 30, 2015, the Company issued 20,000 shares of common stock at $0.015 per share as to acquire 100% of the outstanding shares of the Company's subsidiary.

During the quarter ended September 30, 2015, the Company issued 3,000,000 shares of common stock at $0.01 per share as Officer's compensation.

During the quarter ended September 30, 2015, the Company issued 500,000 shares of common stock at $0.01 per share for services provided to the Company.

During the quarter ended December 31, 2015, the Company issued 500,000 shares of common stock at $0.01 per share for services provided to the Company.

During the quarter ended December 31, 2015, the Company issued 200,000 shares of common stock at $0.01 per share to an investor.

During the quarter ended March 31, 2016, the Company issued 1,095,036 shares of common stock at $0.00275 per share as partial conversion of notes.

During the quarter ended March 31, 2016, the Company issued 1,285,560 shares of common stock at $0.00275 per share as partial conversion of notes.

During the quarter ended March 31, 2016, the Company issued 906,533 shares of common stock at $0.003355 per share as partial conversion of notes.

During the quarter ended March 31, 2016, the Company issued 1,500,000 shares of common stock at $0.00275 per share as partial conversion of notes.

During the quarter ended March 31, 2016, the Company issued 1,700,000 shares of common stock upon conversion of 3,400 shares of Series B preferred stock.

During the quarter ended March 31, 2016, the Company issued 10,000 shares of Series B Preferred stock in settlement of the $50,000 liability to a related party for the purchase of inventory.

During the quarter ended June 30, 2016, the Company issued 1,584,873 shares of common stock at $0.0033 per share as partial conversion of notes.

During the quarter ended June 30, 2016, the Company issued 2,194,200 shares of common stock at $0.0033 per share as partial conversion of notes.

During the quarter ended June 30, 2016, the Company issued 2,000,000 shares of common stock at $0.0044 per share as partial conversion of notes.

During the quarter ended June 30, 2016, the Company issued 2,500,000 shares of common stock at $0.0029 per share as partial conversion of notes.

During the quarter ended June 30, 2016, the Company issued 783,062 shares of common stock at $0.0038 per share as partial conversion of notes.

During the quarter ended June 30, 2016, the Company issued 768,026 shares of common stock at $0.0036 per share as partial conversion of notes.

During the quarter ended June 30, 2016, the Company issued 853,643 shares of common stock at $0.0028 per share as partial conversion of notes.

During the quarter ended June 30, 2016 the Company amended a Convertible Debenture originally issued June 12, 2015. The Company issued 300,000 shares to the debenture holder for the main purpose of extending the maturity date to one year from the date of the amendment.

During the quarter ended June 30, 2016, the Company issued 1,950,000 shares of common stock upon conversion of 3,900 shares of Series B preferred stock.

During the quarter ended June 30, 2016, the Company issued 1,100,000 shares of common stock upon conversion of 2,200 shares of Series B preferred stock.

During the quarter ended June 30, 2016, the Company issued 1,700,000 shares of common stock upon conversion of 3,400 shares of Series B preferred stock.

During the quarter ended June 30, 2016, the Company issued 4,000 shares of Series B Preferred stock in settlement of the $20,000 liability to a related party for the purchase of a trademark.

On April 15, 2016 the Company entered into a Business Consulting Agreement with a Michigan limited liability company ("Consultant"). The agreement provides for the Company retaining the Consultant for 125 days for general business and product development services. The Consultant shall be paid $750 per month in cash and 500,000 shares of common stock of the Company valued at $5,000 as of the effective date and another 500,000 common shares upon determination of the Company in its sole and absolut discretion.

During the quarter ended June 30, 2016 pursuant to the Business Consulting Agreement, the Company issued 500,000 shares of common stock at $0.01 per share for services provided to the Company.

Note 8. COMMITMENTS AND CONTINGENCIES

The Company currently rents its offices on a month to month basis from the Company's President and stockholder for $575 per month which amounted to $1,725 for the quarter-ended June 30, 2016. The Company also has ready-to-go office space available to be used for meetings etc. at a nominal cost of approximately $100 per month with no commitment. The cost of this space for the quarter-ended June 30, 2016 was $297.

Total rent expense for the quarter ended June 30, 2016 and 2015, totaled $2,022 and $2,640, respectively and for the six months ended June 30, 2016 and 2015 was $4,093 and $4,215 respectively..

Note 9. INCOME TAXES

The Company's deferred tax asset consists primarily of carryforward net operating losses (NOLs). The Company believes that, at this time, it is more likely than not that the benefit of the NOLs will not be realized and has therefore recorded a full valuation allowance.

The income tax benefit differs from the amount computed by applying the statutory federal and state income tax rates to the loss before income taxes. The sources and tax effects of the differences are as follows:

	December 31, 2015			December 31, 2014
Statutory federal income tax rate		34	%		34	%
State income taxes, net of federal taxes		9	%		9	%
Valuation allowance		(43	)%		(43	)%
Effective income tax rate		0	%		0	%

As of June 30, 2016, the Company has a net operating loss carryforward of approximately $1,002,000 to reduce future federal taxable income which begins to expire in the year 2030. The Company is also subject to corporate taxes in the State of New Jersey which has similar net operating loss carryover provisions which start to expire in the year 2030.

The Company currently has no federal or state tax examinations in progress, nor has it had any federal or state examinations since its inception. All of the Company's open tax years beginning in tax year 2013 are subject to federal and state tax examinations. The Company is current on its tax filings through 2015.

Note 10. RELATED PARTY TRANSACTIONS

In August 2015, the Company acquired 100% of the issued and outstanding common stock of Medical Lasers Manufacturer, Inc. ("MLM") from a stockholder and officer of the Company for 20,000 common shares which were valued at $0.015 per share. All intercompany transactions were eliminated during consolidation.

As more fully described in Note 4 to the Consolidated Financial Statements, the Company owed the following amounts to related parties as of June 30:

	2016		2015
Due to Related Party	$	8,921	$	8,921
Due to Officer/Stockholder		8,446		8,446
Due to other Stockholders		3,113		49,300
Total Related Party Obligations	$	20,480	$	66,667

The company has entered into an employment agreement with its Chief Executive Officer (CEO) for the five year period beginning January 1, 2012. The agreement provides for base compensation, annual bonus, benefits, vacation and reimbursements. Under this agreement, the base compensation of the Company's CEO is $100,000 per annum which has been accrued for the years ended December 13, 2015 and 2014. During the quarter ended June 30, 2016 the Company commenced payroll and is paying the CEO for current wages in this manner. For the quarter ended June 30, 2016 the CEO was paid $15,500 via payroll and $9,500 was accrued. For the six months ended June 30, 2016, $18,974 in accrued compensation was paid. Accrued compensation in the amount of $30,000 was converted to shares of common stock during 2015.

In August 2015, MLM acquired a trademark from the son of the Company’s President for $20,000 due 90 days from the date of acquisition. During the quarter ended June 30, 2016, the Company issued 3,400 shares of Preferred Series B stock as settlement on this liability. Due to the uncertainty of future cash flows from the trademark management has deemed it to be impaired and recorded an impairment expense of $20,000 at September 30, 2015.

In August 2015, subsequent to the date the Company acquired MLM, MLM purchased $50,000 in inventory from the son of the Company's President. The inventory consisted of 20 hand-held laser devices. During the quarter-ended March 31, 2016, 10,000 shares of Series B Preferred stock were issued in settlement of this liability.

As more fully described in Note 1-Intangible Asset-Licensing Agreement, on March 8th 2016 the Company entered into a Licensing Agreement with a Florida Corporation (Licensor) that is owned by a related party. The Company issued 25,000 shares of Series B Preferred stock to the Licensor as partial consideration for the Licensing agreement plus a $150,000 promissory note to the Licensor for the balance of the consideration. During the quarter-ended March 31, 2016, 3,400 shares of Series B Preferred stock were converted into 1,700,000 shares of common stock in accordance with the terms of the Series B Preferred stock.

Note 11. BASIS OF REPORTING - GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred losses from inception of approximately $1,336,041, which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the sale of stock and receive additional loans from related parties. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Note 12. SUBSEQUENT EVENTS

Subsequent to June 30, 2016, noteholders elected to partially convert an aggregate of $69,698 of outstanding convertible notes in 25,721,665 shares of common stock.

On July 8, 2016, the Company, in response to its Premarket Notification 510(k) submission for “The Time Machine” Series Laser, received clearance from the U.S. Food and Drug Administration (“FDA”) to market its infrared Time Machine TTML-8102000 Laser Thermal Therapeutic Device.

On July 18, 2016, the “Company issued a press release announcing that it has set a retail price for its Infrared Time Machine Laser at $9,995.

In July 2016, the Company adopted the Medifirst Solutions, Inc. 2016 Equity Incentive Plan (the "Plan”) pursuant to which the Company may grant stock options, restricted stock purchase offers and other equity-based awards up to an aggregate of 20,000,000 shares of common stock. The Plan is designed to retain directors, executives and selected employees and consultants and reward them for making contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

The Plan shall be administered by the Board, provided, however, that the Board may delegate such administration to any committee of the Board it shall designate. Subject to the provisions of the Plan, the Board shall have authority to (a) grant, in its discretion, Incentive Stock Options in accordance with Section 422 of the Code, or Nonstatutory Options, Stock Awards or Restricted Stock Purchase Offers; (b) determine in good faith the fair market value of the Stock covered by any Grant; (c) determine which eligible persons shall receive Grants and the number of shares, restrictions, terms and conditions to be included in such Grants; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its administration, and correct defects, omissions and inconsistencies in the Plan or any Grant; (f) consistent with the Plan and with the consent of the Participant, as appropriate, amend any outstanding Grant or amend the exercise date or dates thereof; (g) determine the duration and purpose of leaves of absence which may be granted to Participants without constituting termination of their employment for the purpose of the Plan or any Grant; and (h) make all other determinations necessary or advisable for the Plan's administration. The interpretation and construction by the Board of any provisions of the Plan or selection of Participants shall be conclusive and final. No member of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Grant made thereunder.

On August 9th, 2016, the Company issued 3,000,000 shares of common stock as payment to an individual for services in connection with the appointment of the individual to the Company's Advisory Board.

On August 9th, 2016, the Company authorized the issuance of 3,000,000 shares of common stock as payment to an individual (Doctor) hired as the Company's Medical Director and Vice President.

On August 9th, 2016, the Company issued 4,000,000 shares of common stock under the 2016 Incentive Stock Plan as payment to an individual (attorney) in settlement of legal services rendered in the amount of approximately $16,500 (including monthly fees through September 30, 2016).

On August 11th, 2016, the Company authorized the issuance of 500,000 shares of common stock as payment to an individual (consultant) in settlement of general business development consulting services rendered pursuant to an agreement effective November 21, 2015.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Plan of Operation

Medifirst Solutions, Inc. was incorporated in Nevada in November 2010. The Company began as a development stage company focused on developing products within the healthcare market for both consumer and professional applications. In 2013, Medifirst began to developing its own line of disposable electronic cigarettes (“e-cigs”) but the e-cig industry subsequently encountered significant government push-back to try to heavily regulate their use and production, including a ban on e-cigs. In order to avoid the uncertainties and costs of the regulated e-cig industry, Medifirst entered into an agreement with Panacea Photonics Corporation that allowed Medifirst to exclusively market and distribute a series of Botanical LED Light Therapy Systems, including skin care and pain relief products. Under the terms of the marketing and distribution agreement, Medifirst became the exclusive distributor of the light therapy products in both New York and New Jersey. In 2014, in addition to the LED light therapy division, the Company became a dealer for Atmospheric Water Solutions, a Florida based company that sells water generators that makes drinking water from air. In 2015, the Company made a strategic decision to add laser technology to its health and wellness division and discontinue its efforts with its light therapy and water generator products. The Company entered into an exclusive manufacturing agreement to produce what is now its hand-held mobile laser system known as “The Time Machine Program” for which the Company purchased the registered trademark. Furthermore, the Company purchased 20 TTM Series laser units from the developer of the lasers.

Additionally, Medifirst, through its wholly-owned subsidiary Medical Laser Manufacturer, Inc., entered into a Product and Know-How License Agreement with Laser Lab Corp to license the use of various intellectual property in connection with seeking regulatory approval for and marketing, distributing and selling The Time Machine Series Lasers (“TTM Series”). The License Agreement grants a license to the Company to use various intellectual property for the development, manufacture and sale of lasers in the TTM Series for which the Company previously filed a Premarket Notification 510(k) submission with the FDA. In addition to the license granted to the Company, the License Agreement provides for an option to license other fields of use of the infrared laser in the TTM Series, as well as other wavelengths and colors, allowing the Company to develop a broader range of product offerings in the future.

FDA 510(k) Clearance

On July 8, 2016, Medifirst, in response to its Premarket Notification 510(k) submission for “The Time Machine” Series Laser, received clearance from the U.S. Food and Drug Administration (“FDA”) to market its infrared Time Machine TTML-8102000 Laser Thermal Therapeutic Device.

Market Rollout Strategy

As part of the pre-sales and marketing rollout of the TTM Series, Medifirst has begun to implement internal controls and procedures as mandated by the FDA. These controls and procedures include checks and balances to be implemented prior to sale in the Company’s office, as well as at the Company’s manufacturer.

The Company is actively putting together a sales and distribution team to offer our lasers in the US market. Furthermore, we expect to engage various product marketing teams to introduce our brand and products to direct and indirect customers of the TTM Series. We expect our team to be made up of seasoned professionals with experience in the sales and marketing of medical devices to target and analyze the specific markets and sectors in which the Company will focus its revenue generating efforts. Additionally, as part of a plan to enhance corporate governance, the Company will be appointing members to its Advisory Board with the goal to establish a Board of Directors with well-established credentials in the medical device industry, as well as established and renowned industry professionals from the business and financial community.

Additionally, we are actively interviewing sales and marketing professionals to introduce the Time Machine technology to international markets. As part of our sales strategy, we will highlight to the medical community our belief that the Time Machine hand-held mobile laser unit offers a very unique, effective and affordable alternative to the extremely costly and bulky laser machines current being offered in the marketplace.

Recent Developments

On August 11, 2016, the Company announced the appointment of Richard J. Berman to its Advisory Board. Mr. Berman, an experienced officer and director to over a dozen public and private companies, including extensive experience with pharmaceutical, healthcare, biotechnology and life sciences companies, will serve as a key advisor in advancing the Company’s efforts to establish an industry presence for the TTM Series.

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 the 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.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2016 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2015

Revenues

During the three months ended June 30, 2016 and 2015, we generated $ -0- and $ 1,958, respectively. The company is still in developmental stage and does not generate significant revenue.

Expenses

For the three months ended June 30, 2016 and 2015, expenses were $151,060 and $35,773, respectively. The reason for the increase in expenses was primarily due to substantial increases in: advertising and promotions costs, consulting fees, professional fees, lab testing and dues and subscriptions. These increases are in-line with the Company’s mission as they start to plan to enter the market with product.

Legal, Accounting and Professional Fees

For the three months ended June 30, 2016 and 2015 professional fees were $36,335 and $3,319, respectively. The substantial increases were due to additional accounting, consulting and professional fees incurred in the connection with accounting for derivatives, SEC compliance, legal services for an increased number of conversions and contracts, and general bookkeeping and financial statement preparation.

Other Income/(Expense)

For the three months ended June 30, 2016 and 2015, other income was $205,505 and $-0- respectively, and other expenses were ($86,254) and ($486), respectively. These changes were all due to the changes in fair value of derivatives for the quarter and interest expense on debt, amortization of original issue discount, amortization of deferred financing costs and derivative discount amortization. Such derivatives and convertible debt were non-existent and substantially less in the prior year comparative quarter.

Net Income/(Loss)

For the three months ended June 30, 2016 and 2015 the company had a net loss of ($31,819) and ($39,551).

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2016 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2015

Revenues

During the six months ended June 30, 2016 and 2015, we generated $ -0- and $ 1,958, respectively. The company is still in developmental stage and does not generate significant revenue.

Expenses

For the six months ended June 30, 2016 and 2015, expenses were $234,863 and $82,332, respectively. Expenses increased significantly during the six months due primarily to substantial spending on advertising and promotions costs, consulting fees, professional fees, lab testing and dues and subscriptions. These increases are part of the Company’s plan as they procced to enter the marketplace with product.

Legal, Accounting and Professional Fees

For the six months ended June 30, 2016 and 2015 professional fees were $60,895 and $8,020, respectively. As noted above during the quarter ended June 30, 2016, the were substantial increases in accounting, consulting and professional fees incurred in the connection with accounting for derivatives, SEC compliance, legal services for an increased number of conversions and contracts, and general bookkeeping and financial statement preparation

Other Income/(Expense)

For the six months ended June 30, 2016 and 2015, other income was $146,499 and $-0- respectively, and other expenses were ($278,069) and ($822), respectively. These changes were all due to the changes in fair value of derivatives for the six months and interest expense on debt, amortization of original issue discount, amortization of deferred financing costs and derivative discount. Such derivatives and convertible debt were non-existent and substantially less in the prior year comparative six months.

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 June 30, 2016 and December 31, 2015, our principal sources of liquidity included cash of $195,008 and $156,958, respectively.

As of June 30, 2016, 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, due to the inadequate recordation of certain transactions and communication of those transactions to those integral to our disclosure procedures, our disclosure controls and procedures were not 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.

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

During the 6-month period ended June 30, 2016, the Company issued 12,183,804 shares of Common Stock upon conversions of a principal amount equal to $37,508.58 of outstanding convertible promissory notes. Subsequent to June 30, 2016 the Company issued 11,236,635 shares of Common Stock upon conversions of a principal amount equal to $32,565.00 of outstanding convertible promissory notes.

During the 6-month period ended June 30, 2016, the Company issued an aggregate of 6,450,000 shares of Common Stock upon conversion of an aggregate of 12,900 shares of Series B Preferred.

On April 15, 2016 the Company entered into a Business Consulting Agreement with a Michigan limited liability company ("Consultant"). Pursuant to the agreement, the Company retained the Consultant for 125 days for general business and product development services. The Company agreed to pay the Consultant $750 per month, in cash, and to issue 500,000 shares of common stock of the Company valued at $5,000. At the sole and absolute discretion of the Company, another 500,000 shares of common stock are issuable to the Consultant as an incentive bonus payment.

On May 15, 2016, the Company issued 4,000 shares of its Series B Preferred Stock in satisfaction of the obligation to issue such shares to the seller of a trademark the Company purchased in August 2015.

On May 2, 2016, the Company issued to an Investor a convertible redeemable note in the principal amount of $57,750 ("the Note"). The Note, which matures on May 2, 2017, pays interest at the rate of 8% per annum. The note contains a 10% original issue discount. The holder of the note is entitled, at its option beginning on the 6-month anniversary, to convert all or any of the principal face amount of the Note then outstanding into shares of the Company's common stock at the price equal to 55% of the lowest trading price for the twenty prior trading days including the date of conversion.

On May 12, 2016 the Company amended a convertible debenture dated June 12, 2015 with an unassigned principal amount of $45,000. In consideration of the mutual promises contained in such amendment, the Company issued the note holder 300,000 shares of common stock.

Subsequent to the period ended June 30, 2016, the Company issued an aggregate of 25,721,665 shares of common stock upon partially conversion of an aggregate of $69,698 of outstanding convertible notes. In addition, the Company issued 10,500,000 shares of common stock to medical, advisory and legal services providers in consideration for their services to and engagement with the Company.

Each of the foregoing 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 issued upon the exercise of conversion rights is an exempt security pursuant to Section 3(a) (9) of the Securities Act of 1933, as amended.

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 our security holders may recommend nominees to the board of directors.

Item 6. Exhibits.

31.1.	Certification 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.

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

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

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.

August 15, 2016

/s/ Bruce Schoengood

Bruce Schoengood

Chief Executive Officer

(Principal Executive Officer)

/s/ Bruce Schoengood

Bruce Schoengood

Chief Financial Officer

(Principal Financial Officer)

Medifirst Solutions, Inc. - FORM 10-Q - August 15, 2016

Attached files

Medifirst Solutions, Inc. Reports