MEDIFIRST SOLUTIONS, INC.

 (Exact name of registrant as specified in its charter)

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

Note 6.  INCOME TAXES

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

 

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

As of March 31, 2014, the Company has a net operating loss carryforward of approximately $372,000.  This loss will be available to offset future taxable income.  If not used, this carryforward will begin to expire in 2030. The deferred tax asset relating to the operating loss carryforward has been fully reserved at March 31, 2014.  The principal difference between the operating loss for income tax purposes and reporting purposes results from the issuance of common shares for services.

 

Note 7.  BASIS OF REPORTING

 

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

 

The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature.  For the period from inception to March 31, 2014, the Company incurred a net loss of approximately $486,000.  In addition, the Company has no significant assets or revenue generating operations.

 

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

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

 

Plan of Operation

 

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

 

See “Description of Business” contained herein.

 

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

 

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

 

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

 

 

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Health & Wellness Division

 

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

 

Atmospheric Water Solutions

 

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

 

Remote Technical Support

 

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

 

Publishing Division

 

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

 

 

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Legal Medical Marijuana

 

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

 

Results of Operations

 

 Quarterly Period Ended March 31, 2014

 

Revenues

 

During the  quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014, we generated $47,079, $5,500 and $145,835 in revenues, respectively.

 

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

 

Expenses

 

For the quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014 expenses were $157,080, $17,878 and $580,191respectively.

 

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

 

Legal and Accounting

 

For the  quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014 professional fees were $119,367, 6,500 and $177,220, respectively.

 

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

 

Other Income/(Expense)

 

For the quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014  other expenses was  $316, $-0-, and $3,519, respectively.

 

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

 

Net Income/(Loss)

 

For the quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014  the company had net losses of $156,212, $17,878 and $486,468, respectively.

 

 

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Liquidity and Capital Resources

 

Since incorporation, we have financed our operations through the private placement of our common stock to selected investors and periodic borrowings from our stockholders.  At March 31, 2014 and 2013, our principal sources of liquidity included cash and cash equivalents of $28,948 and $3,720, respectively.

 

As of March 31, 2014, we did not have any significant commitments for capital expenditures.

 

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

 

Critical Accounting Policies

 

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

 

Off Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

Recently Adopted Accounting Pronouncements

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

Item 3.  Quantitative and Qualitative Disclosures About  Market Risk.

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

Item 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).  Based on that evaluation, our principal executive and financial officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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

 

 

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

None

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

Recent Sales of Unregistered Securities

 

On March 6, 2014, the Company issued 500,000 shares of common stock to a holder of convertible promissory notes upon the exercise of conversion rights by the holder.

 

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

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 3.  Defaults Upon Senior Securities.

None

Item 4.   Mine Safety Disclosures

 

Item 5.   Other Information.

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

 

Item 6.  Exhibits.

31.1	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.

 

 

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SIGNATURES

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

 

May 20, 2014

 

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

 

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

 

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