UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2014
☐ TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [
]
Commission file number 333-178825
Medifirst
Solutions, Inc.
(Name of small business issuer in its charter)
NEVADA |
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23-3888260 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification Number) |
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4400 Route
9 South. Suite 1000, Freehold NJ 07728 |
(Address of Principal Executive Offices) |
Issuer’s telephone number: (732)
786-8044
Securities registered pursuant to Section 12(b) of the Act: |
None |
|
Securities registered pursuant to Section 12(g) of the Act: |
None |
Indicate by check mark if registrant is a well-known seasoned
issuer, ad defined under Rule 405 of the Securities Act Yes o No þ
Indicate by check mark if registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act . Yes o No þ
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes þ No
£
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer. o |
Accelerated filer. |
☐ |
Non-accelerated filer. o
(Do not check if a smaller reporting company) |
Smaller reporting company. |
þ |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter, June 30, 2014: Bid $0.05, Ask $0.07.
As of April 13 2015, there were 24,781,750 shares
of the issuer’s common stock outstanding.
Documents incorporated by reference: None
TABLE OF CONTENTS
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Page |
Part I |
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Item 1 |
Business |
4 |
Item 1A |
Risk Factors |
7 |
Item 1B |
Unresolved Staff Comments |
11 |
Item 2 |
Properties |
11 |
Item 3 |
Legal Proceedings |
11 |
Item 4 |
Mine Safety Disclosures |
11 |
Part II |
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Item 5 |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
12 |
Item 6 |
Selected Financial Data |
15 |
Item 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operation |
16 |
Item 7A |
Quantitative and Qualitative Disclosures about Market Risk |
18 |
Item 8 |
Financial Statements and Supplementary Data |
18 |
Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
19 |
Item 9A |
Controls and Procedures |
19 |
Item 9B |
Other Information |
19 |
Part III |
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Item 10 |
Directors and Executive Officers and Corporate Governance |
19 |
Item 11 |
Executive Compensation |
21 |
Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
22 |
Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
22 |
Item 14 |
Principal Accountant Fees and Services |
23 |
Part IV |
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Item 15 |
Exhibits, Financial Statement Schedules |
24 |
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Signatures |
25 |
In this
report, unless the context indicates otherwise, the terms "Medifirst," "MSI, ""Company," "we,"
"us," and "our" refer to Medifirst Solutions, Inc., a Nevada corporation.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the "Securities
Act," and Section 21E of the Securities Exchange Act of 1934 or the "Exchange Act." These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or
anticipated results.
In
some cases, you can identify forward-looking statements by terms such as "may," "intend," "might,"
"will," "should," "could," "would," "expect," "believe," "anticipate,"
"estimate," "predict," "potential," or the negative of these terms. These terms and similar expressions
are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management's
current expectations and beliefs, which management believes are reasonable. In addition, we cannot assess the impact of each factor
on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results
to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on
any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except
to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
You
should be aware that our actual results could differ materially from those contained in the forward-looking statements due to
a number of factors, including:
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new competitors
are likely to emerge and new technologies may further increase competition; |
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our operating
costs may increase beyond our current expectations and we may be unable to fully implement our current business plan; |
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our ability to
obtain future financing or funds when needed; |
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our ability to
successfully obtain and maintain our diverse customer base; |
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our ability to
protect our intellectual property through patents, trademarks, copyrights and confidentiality agreements; |
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our ability to
attract and retain a qualified employee base; |
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our ability to
respond to new developments in technology and new applications of existing technology before our competitors; |
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acquisitions,
business combinations, strategic partnerships, divestures, and other significant transactions may involve additional uncertainties;
and |
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our ability to
maintain and execute a successful business strategy. |
Other
risks and uncertainties include such factors, among others, as market acceptance and market demand for our products and services,
pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy
of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing
and management personnel, and other risks described from time to time in periodic and current reports we file with the United
States Securities and Exchange Commission, or the "SEC." You should consider carefully the statements under "Item
1A. Risk Factors" and other sections of this report, which address additional factors that could cause our actual results
to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating
results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by the applicable cautionary statements.
PART
I
ITEM
1. BUSINESS
Corporate
History
Medifirst
Solutions, Inc. was incorporated in Nevada in November 2010. We are in the development stage and have a diverse product line including
both consumer products and digital media. Since our inception, we have been engaged in business planning activities, including
researching the industry, identifying target markets for our products, developing our models and financial forecasts, performing
due diligence regarding potential geographic locations most suitable for establishing our offices and identifying future sources
of capital. At the present time, The Company is building products and affiliations in and related to the cosmetic healthcare industry.
We are developing products and programs, specifically the Time Machine Program in the anti-aging sector using laser technology.
The Company is a dealer for Atmospheric Water Solutions, Inc. to sell water machines that makes drinking water from air.
We
have never declared bankruptcy, we have never been in receivership, and we have never been involved in any legal action or proceedings.
To date, we have not made any significant purchase or sale of assets, nor have we been involved in any mergers, or consolidations
and we currently have no intention to engage in a merger with an unidentified company. We have acquired Consumer Resources Consultants,
Inc. and may pursue strategic acquisitions that complement our current business model which may allow us to expand our activities
and capabilities and advance our production if the appropriate opportunity arises. We are not a blank check registrant as that
term is defined in Rule 419(a)(2) of Regulation C of the Securities Act, since we have a specific business plan or purpose as
described in this annual report.
Business
Cosmetic
and Anti-Aging Division
Medifirst
continues to develop its division that focuses on anti-aging and non-invasive and minimally invasive cosmetic procedures. We are
in development of a mobile laser unit and a treatment protocol called The Time Machine Program for wrinkles, hyperpigmentation,
skin spots, acne and various skin related concerns. October 31, 2014, the Company’s newly-formed wholly-owned subsidiary,
Dr. Park Avenue, Inc., a Nevada corporation (“Subsidiary”), entered into an Asset Purchase Agreement (“Agreement”)
to acquire all of the assets of Dr. Park Ave. located in Franklin Lakes, New Jersey. (“Dr. Park Ave. New Jersey”).
As a consequence of the inability of Dr. Park Ave to provide audited financial statements as required by the terms of the
acquisition, Medifirst has informed the management of Dr.Park Ave. that the Asset Purchase Agreement has been recinded and is
no longer in effect.
Atmospheric
Water Solutions
The Company
is a dealer and sales representative for Atmospheric Water Solution (“AWS”), a Florida based company that generates
water by using an advanced patented technology. The water generating machines extract water directly from the air we breathe.
By using a patented, advanced filtration and purification system, AWS machines purify water to the cleanest, purest standards
in the world. The Company is the exclusive distributor for tradeshows within the US for the entire spa and wellness industry and
will seek to expand to international sales as well. The units operate on standard 110V power and on average one gallon of water
generated will cost about 10 cents. The units start as a table top model generating up to three gallons a day to large standing
machines making up to 400 gallons a day.
The
Market
Cosmetic
and Anti-Aging Division
In
a recent report by iData Research, a leading authority in pharmaceutical market research, the market for cosmetic plastic surgery,
facial aesthetics and medical lasers is expected to almost double in size, exceeding $3 billion by 2017. The market for Botox
injections is expected grow to an estimated $543 million by 2017. In addition to Botox, competitor Dysport is rapidly growing
in the market. Juviderm and Restylane facial dermal fillers are also growing in the lucrative injectable filler market. iData’s
report states that the U.S. market for aesthetic facial injectable products is valued at almost $860 million in 2010.
The
cosmeceutical industry is rapidly growing, with expected double-digit growth during the next 3 years. Although demand is growing,
competition is also increasing with the entry of mass-market chains and alternative treatment options. In addition to the major
manufacturers, doctor brands are penetrating the market and taking a significant market share. According to another recent market
report published by Transparency Market Research "Skincare Devices Market (Lasabrasion, Microdermabrasion, Liposuction, LED
Therapy, Dermatoscopes, Skin Rejuvenation, Cellulite Reduction, Skin Tightening & Body Contouring and Hair Removal) - Global
Industry Analysis, Size, Share, Growth, Trends and Forecast, 2012 - 2018," in 2011, the global skincare devices market was
valued at USD 5.4 billion and is expected to grow at a CAGR of 10.1% from 2012 to 2018, to reach an estimated value of USD 10.7
billion in 2018. The market for LED therapy devices accounted for the largest share of the total market for treatment devices
whereas the lasabrasion devices market is expected to record the highest growth during the forecast period. The rising numbers
of liposuction and hair removal procedures make these market segments highly attractive in terms of revenue and CAGR. Worldwide
acceptance and use of laser and light based devices for aesthetic treatments will drive growth in future.
Market
Strategy
Our
strategic marketing plan is based on utilizing social media, print advertising and attending trade shows and conferences. However,
we cannot guarantee that any of our marketing efforts will be successful or offer any assurances that we will be successful in
selling othe Laser Devices, The Time Machine Programs to health care professionals.
Internet
Sales
We
will promote our products on the internet but they are not sold online.
Direct
Sales.
Attending
trade shows is one of the most effective ways we can expose our product to large numbers of potential buyers both domestic and
international. Additionally we attend network meetings for business professionals.
Regulation
Regarding
lasers, every state has different regulations for professional usage and we advisor all customers to check with their state for
exact details.
Competition
Most
devices and procedures currently used are much more invasive with potential side effects. Additionally, many of these procedures
are very expensive for both the health care professionals to purchase them as well as the procedure cost to the patient or consumer.
This includes: Class four lasers, Microdermabrasion and Fraxel lasers. Because of the very competitive cost for our lasers, each
spa or healthcare professional have to flexibility to set their rates for their clients or patients.
Revenue
We
expect to promote the technology to California which is experiencing a sever water shortage. We cannot guarantee sales but we
expect to generate revenue by Q4 2015.
Atmospheric
Water Solutions
The company
is a Dealer and sales representative for Atmospheric Water Solution, a Florida based company that generates water by using an
advanced patented technology. The water generating machines extract water directly from the air we breathe. By using a patented,
advanced filtration and purification system, AWS machines purify water to the cleanest, purest standards in the world. Simply
put, this is very pure drinking water. Medifirst is the exclusive distributor for tradeshows within the US for the entire Spa
and Wellness industry and will seek to expand to international sales as well. The units operate on standard 110V power and on
average one gallon of water generated will cost about 10 cents. The units start as a table top model generating up to three gallons
a day to large standing machines making up to 400 gallons a day.
The
Market
Across
the globe consumers have reached into their pockets to the tune of $50 billion dollars this year to purchase bottled water. In
the United States consumers have reached into their pocket to the tune of $10.8 billion dollars to purchase bottled water,
which is a tremendous statement as to consumer’s support of the bottled water industry. The latest upward trend in
the purchasing power of bottled water was reflected in 2006 when total bottled water volume exceeded 8.25 billion gallons,
a 9.5 percent increase over 2005, and the 2006 bottled water per capita consumption level of 27.6 gallons increased by over
two gallons, from 25.4 gallons per capita the previous year. Additionally, the wholesale sales for bottled water in 2006
increased 8.5 percent over 2005. Today bottled water is the fastest-growing beverage category in the world and the preferred
beverage of choice in our present on-the-go society.
Internet
Sales
The
company will promote our products on the internet but they are not sold online.
Direct
Sales.
Attending
trade shows is one of the most effective ways we can expose our product to large numbers of potential buyers both domestic and
international. Additionally we attend network meetings for business professionals.
Regulation
No
specific approval is required for sales
Market
Strategy
The
company has introduced the water machine at the premiere Spa and Wellness show in the country, the IECSC show at the Javits Center
in NYC last year. We will continue to introduce the machines at all events we attend as an exhibitor. Additionally, the manufacturer
will continue to provide Medifirst leads and sales from the Spa and wellness industry. We are also expanding our marketing to
the state of California where they are experiencing a severe water shortage.
Competition
There
are several online companies selling water from airs devices. According to Atmospheric Water Solutions the manufacturer, they
are violating their patent and have been contacted accordingly. But most of the competition is bottled water from the ground and
not water from air. What sets us apart is that our machine makes the water from the humidity in the air and no other water source
is needed. It is important to note that in a region with there is very little humidity, under 20% the device will not generate
water.
Revenue
We
expect to promote the technology to California which is experiencing a sever water shortage. We cannot guarantee sales but we
expect to generate revenue by Q4 2015.
Our
Employees
At
the present time, we do not have any employees other than Bruce Schoengood as our Chief Executive Officer.
ITEM
1A. RISK FACTORS
This
report includes forward-looking statements about our business and results of operations that are subject to risks and uncertainties. See
"Forward-Looking Statements," above. Factors that could cause or contribute to such differences include those
discussed below. In addition to the risk factors discussed below, we are also subject to additional risks and uncertainties
not presently known to us or that we currently deem immaterial. If any of these known or unknown risks or uncertainties
actually occurs, our business could be substantially harmed.
RISKS
RELATING TO OUR BUSINESS
We
are a development stage company and we have no operating history upon which you can base an investment decision.
We
were organized on November 8, 2010, and we have no significant operating history upon which you can make an investment decision,
or upon which we can accurately forecast future sales. You should, therefore, consider us subject to the business risks associated
with a new or development stage business. The likelihood of our success must be considered in light of the expenses, difficulties
and delays frequently encountered in connection with the formation and initial operations of a new business.
Our
auditors have expressed substantial doubt about our ability to continue as a going concern.
Our
auditor’s report on our December 31, 2014 financial statements expresses an opinion that substantial doubt exists as to
whether we can continue as an ongoing business. We have begun selling our products and services which has generated some revenue.
If we are unable to develop sufficient additional customers for our products and services, we will not generate
enough revenue to sustain our business, and the Company may fail.
We
expect to incur net losses in future quarters and we cannot assure you that we will ever achieve profitability.
We
have operated at a loss since our inception. We may not achieve sufficient revenues or profitability in any future period. If
we do not achieve profitability, our business may not grow or we may not be able to continue to operate. We are likely to continue
to incur losses unless and until we are able to generate significantly more revenues from our operations. If we do achieve profitability,
we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.
Our
success is dependent on our officer and director to properly manage the Company and the loss or unavailability of his services
could cause the business to fail.
Currently,
we have one officer and director, Bruce Schoengood, who has assumed responsibility for all planning, development and operational
duties, and will continue to do so throughout the beginning stages of the Company. We are heavily dependent on the personal efforts
and abilities of Mr. Schoengood. He has, and expects to continue, to commit full time to the development of our
business plan in the next twelve months. The loss or unavailability of his services would have a materially adverse effect on
our business prospects and potential earning capacity. We do not currently carry any insurance to compensate for any such
loss.
Changing
and unpredictable market conditions may impact the demand for our products and services.
There
can be no guarantee that there will be a demand for our products or services. There are several other companies that are currently
marketing similar products and services and if these companies are successful in developing products or services such as ours,
our products and services may become obsolete and undesirable, which will adversely affect our operations.
We
may have difficulty managing growth in our business, which could have a material adverse effect on our business, financial condition
and results of operations and our ability to execute our business plan in a timely fashion.
Because
of our small size, growth in accordance with our business plans, if achieved, will place a significant strain on our financial,
technical, operational and management resources. As we expand our activities, and increase the number of projects we are evaluating
or in which we participate, there will be additional demands on our financial, technical and management resources. The failure
to continue to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected
expansion difficulties, including the inability to recruit and retain experienced personnel, could have a material adverse effect
on our business, financial condition and results of operations and our ability to execute our business plan in a timely fashion.
Failure
to balance our separate operations could strain our management, operational and other resources, which could materially and adversely
affect our business and growth potential.
We
are currently pursuing the development of diverse product lines. The growth and development of these multiple divisions may strain
our limited financial, technical, operational and management resources. We may not be able to manage the growth of all of these
lines of business effectively and efficiently or compete effectively in our intended markets. Any failure to efficiently manage
our expansion may materially and adversely affect our business and future growth.
We
may also determine to allocate resources to focus more on one division over the others. While we would make such determination
with the purpose of maximizing the value and growth potential of the Company, we cannot assure you which of our current operations,
if any, would receive the greater benefit of our resources, or if we choose to focus on one of our current pursuits that we will
necessarily choose the one that will prove most successful.
There
may be deficiencies with our internal controls that require improvements, and we will be exposed to potential risks from legislation
requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.
As
a result of becoming a reporting issuer under the federal securities laws and the rules and regulations of the SEC thereunder,
we will be required to establish and maintain a system of internal controls and procedures. Because Bruce Schoengood is presently
and for the foreseeable future, our sole executive officer and director, our internal controls and procedures may not be effective
to assure timely and adequate disclosures.
Laser
Devices
The
company plans to file for FDA 5/10K approval for sales in the US market. If that approval were denied, that would prohibit us
from selling units in the US market.
Risks
Related to Atmospheric Water Solutions
Any
significant increase in the cost, or disruption in supply, of the materials and components used to manufacture our products would
have a material adverse effect on our cost of sales.
The
water machines depends on a readily available on inventory and supply of parts and materials. Should these components
become unavailable our business could suffer and become unsustainable.
Unauthorized
use of our Patents by third parties.
The
manufacturer has identified several companies that it feels is infringing on its patents for the air to water technology. They
have stated that they plan to enforce its patent protection, these companies in the meantime can provide more competition and
adversely effect our sales.
RISKS
RELATED TO OUR COMMON STOCK
Our
sole current officer and director owns a substantial amount of our common stock, which gives him significant control.
Our
current sole officer, sole director and principal founding stockholder, Bruce Schoengood, beneficially owns approximately
[12]% of the outstanding shares of our common stock and 100% of the preferred shares which carry super voting rights..
So long as this control is concentrated in the hands of Mr. Schoengood, he will continue to have the ability to elect our directors
and determine the outcome of votes by our stockholders on corporate matters, including mergers, sales of all or substantially
all of our assets, charter amendments and other matters requiring stockholder approval. This controlling interest may have a negative
impact on the market price of our common stock by discouraging third-party investors. In addition, such control by Mr. Schoengood
will allow him to establish his own compensation and other benefits and perquisites in an amount and manner that would have
a negative impact on our net income which in turn could negatively impact the market price, if any, of our common stock.
We
may need to obtain additional capital, which additional funding may dilute our existing stockholders.
We
may need additional funding to carry out all of our development plans. If we are unable to obtain sufficient capital on a timely
basis, the development of our current or any future product candidates is likely to be delayed, and we could be forced to reduce
the scope of our projects or otherwise limit or terminate our operations altogether.
We
have not identified the sources for the additional financing that we will require, and we do not have commitments from any third
parties to provide this financing. Certain investors may be unwilling to invest in our securities since we are traded on the OTC
Bulletin Board and not on a national securities exchange, particularly if there is only limited trading in our common stock on
the OTC Bulletin Board at the time we seek financing. The volume and frequency of such trading has been limited to date. Sufficient
funding through a financing may not be available to us at acceptable terms or at all. Any additional funding that we obtain in
a financing is likely to reduce the percentage ownership of us held by our existing security holders. The amount of this dilution
may be substantially increased if the trading price of our common stock has declined at the time of any financing from its current
levels.
There
is currently no market for our common stock, but if a market for our common stock does develop, our stock price may be volatile.
Our
common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board
is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case
it could be difficult for stockholders to sell their stock. The market price of our common stock could fluctuate substantially
due to a variety of factors, including:
| ● | our
actual or anticipated operating and financial performance; |
| | |
| ● | quarterly
variations in the rate of growth of our financial indicators, such as net income per
share, net income and cash flows, or those of companies that are perceived to be similar
to us; |
| ● | changes
in revenue, cash flows or earnings estimates or publication of reports by equity research
analysts; |
| ● | speculation
in the press or investment community; |
| ● | public
reaction to our press releases, announcements and filings with the SEC; |
| ● | the
limited amount of our freely tradable common stock available in the public marketplace; |
| ● | general
financial market conditions; |
| ● | the
realization of any of the risk factors presented in this annual report; |
| ● | the
recruitment or departure of key personnel; |
| ● | changes
in market valuations of companies similar to ours; and |
| ● | domestic
and international economic, legal and regulatory factors unrelated to our performance. |
In
addition, future sales of our common stock by our stockholders could cause our stock price to decline and we cannot predict the
effect, if any, that market sales of shares of the our common stock or the availability of shares for sale will have on the market
price prevailing from time to time.
We
do not expect to pay dividends for the foreseeable future.
For
the foreseeable future, it is anticipated that earnings, if any, that may be generated from our operations will be used to finance
our operations and that cash dividends will not be paid to holders of our common stock.
There
are legal restrictions on the resale of our shares of common stock offered, including penny stock regulations under the U.S. federal
securities laws. These restrictions may adversely affect the ability of investors to resell their shares.
We
anticipate that our common stock will continue to be subject to the penny stock rules under the Securities Exchange Act of 1934,
as amended. These rules regulate broker/dealer practices for transactions in “penny stocks.” Penny stocks
are generally equity securities with a price of less than $5.00. The penny stock rules require broker/dealers to deliver a standardized
risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.
The broker/dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of
the broker/dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the
customer's account. The bid and offer quotations and the broker/dealer and salesperson compensation information must be given
to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or
with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers
who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome
and may reduce all of the trading activity in the market for our common stock. As long as the common stock is subject to the penny
stock rules, holders of our common stock may find it more difficult to sell their shares.
Under
the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards.
Pursuant
to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting
standards for an “emerging growth company.” This election will permit us to delay the adoption of new or revised accounting
standards that will have difference effective dates for public and private companies until such time as those standards apply
to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company
effective dates.
Some
of our stockholders may have rescission rights with respect to their original purchases of our common stock.
If
one of our stockholders were to allege that the original offering of our common stock was not made in compliance with applicable
federal and/or states securities laws and regulations, and if a court were to agree with such an allegation, the stockholders
may have the right to rescind their purchase of our common stock. In such an event, we would be required to offer to refund the
original purchases made by the stockholders. Because we have only limited funds, such a refund could have an adverse impact on
our financial situation. Furthermore, our involvement with any claim by a stockholder of revision rights may divert the attention
of our management and force us to expend resources to defend against such claims.
ITEM
1B. UNRESOLVED STAFF COMMENTS
There
are no unresolved staff comments.
ITEM
2. PROPERTIES
Our
corporate office is located at 4400 Route 9 South, Suite, Freehold NJ 07728 and our telephone number is (732) 786-8044. Our
administrative office is located at 50 Oxford Road, Manalapan NJ 07726. The Freehold, NJ office space is leased through April
1, 2017 at a monthly cost of approximately $549.00. There are currently no proposed programs for the renovation, improvement
or development of the facilities currently used. We intend to renew the current lease prior to its termination. We believe these
existing facilities are adequate for the foreseeable future.
ITEM
3. LEGAL PROCEEDINGS
We
are not currently a party to any legal or administrative proceedings. Our current sole officer and director has not been convicted
in a criminal proceeding nor has he been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement
in any type of business, securities or banking activities.
ITEM
4. MINE SAFETY DISCLOSURES
Not Applicable.
PART
II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our
common stock is traded under the symbol “MSFT.” Our common stock has been trading on the OTC Bulletin Board since
September 14, 2012. The following table sets forth the quarterly high and low sales prices of our common stock since we began
trading on the OTC Bulletin Board. Such prices are inter-dealer quotations without retail mark-ups, mark-downs or commissions,
and may not represent actual transactions.
Fiscal Year Ending December 31, 2014 | |
| | |
| |
Quarter Ended | |
High $ | | |
Low $ | |
March 31, 2014 (through March [ 31], 2014) | |
| [0.1240 | ] | |
| [0.06 | ] |
| |
| | | |
| | |
Fiscal Year Ending December 31, 2014 | |
| | | |
| | |
Quarter Ended | |
| High $ | | |
| Low $ | |
December 31, 2014 | |
| 0.06 | | |
| 0.0240 | |
September 30, 2014 (from September 14, 2014) | |
| 0.06 | | |
| 0.0230 | |
June 30, 2014 | |
| 0.015 | | |
| 0.06 | |
March 31, 2014 | |
| 0.20 | | |
| 0.059 | |
Our
common stock is subject to Rule 15g-9 of the Exchange Act, known as the Penny Stock Rule which imposes requirements on broker/dealers
who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions
covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive
the purchaser's written agreement to the transaction prior to sale. The SEC also has rules that regulate broker/dealer practices
in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less
than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in that security is provided by the exchange or system.
The Penny Stock Rules requires a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations
for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements
showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer
and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's confirmation. These disclosure requirements have the
effect of reducing the level of trading activity in the secondary market for our common stock. As a result of these rules, investors
may find it difficult to sell their shares.
As of April 13, 2014, we have 24,781,750
shares of common stock issued and outstanding held by [345] stockholders of record.
Dividend
Policy
We
have not paid any cash dividends on our common stock. It is anticipated that our future earnings will be retained to finance our
continuing development. The payment of any future dividends will be at the discretion of our board of directors and will depend
upon, among other things, future earnings, any contractual restrictions, success of business activities, regulatory and corporate
law requirements and our general financial condition.
Recent
Sales of Unregistered Securities
During
the period covered by this report, we issued and sold the following securities without registration under the Securities Act.
New
Issuances of Securities
| ● | In
February 2014 the Company issued 1,000,000 shares of common stock at .01 per share |
| ● | In
February 2014 the Company issued 450,000 shares of common stock at .06 per share |
| ● | In
March 2014 the Company issued 200,000 shares of common stock at .05 per share |
| ● | In
March 2014 the Company issued 450,000 shares of common stock at .011 per share |
| ● | In
April 2014 the Company issued 50,000 shares of common stock at .013 per share |
| ● | In
May 2014 the Company issued 100,000 shares of common stock at .09 per share |
| ● | In
May 2014 the Company issued 250,000 shares of common stock at .05 per share |
| ● | In
July 2014 the Company issued 300,000 shares of common stock at .05 per share |
| ● | In
August 2014 the Company issued 200,000 shares of common stock at .05 per share |
| | |
| ● | In
October 2014 the Company issued 1,500,000 shares of common stock at .001 per share |
Issuances of Common Stock upon Exercise of Conversion Rights.
In March 2014, a noteholder converted
$50 of the principal balance of a note into 500,000 shares of the Company's common stock at a conversion price of $0.0001 per share.
In April 2014, a noteholder converted
$40 of the principal balance of a note into 400,000 shares of the Company's common stock at a conversion price of $0.0001 per share.
In June 2014, a noteholder converted
$700 of the principal balance of a note into 700,000 shares of the Company's common stock at a conversion price of $0.001 per share.
In August 2014, a noteholder converted
$1000 of the principal balance of a note into 1,000,000 shares of the Company's common stock at a conversion price of $0.001 per
share.
In October 2014, a noteholder converted
$1100 of the principal balance of a note into 1,100,000 shares of the Company's common stock at a conversion price of $0.001 per
share.
In October 2014, a noteholder converted
$50 of the principal balance of a note into 500,000 shares of the Company's common stock at a conversion price of $0.0001 per share.
In October 2014, a noteholder converted
$1,500 of the principal balance of a note into 1,500,000 shares of the Company's common stock at a conversion price of $0.001 per
share.
Promissory
Notes:
In March 2011, the Company issued a
promissory note to a stockholder in the amount of $300. On July 2013, the note was amended to provide the noteholder with the right
to convert the note into the Company's common stock at $0.0006 per share. The Company issued 400,000 shares of Common Stock upon
the conversion of $240 of the existing balance owing on the note. The current unconverted balance on the note is $60.
In January 2012, the Company issued
a promissory note to a stockholder in the amount of $5,000 with interest at 20% per annum. Principal and interest were due and
payable on July 2, 2012. March 5, 2015, the note was amended to provide the noteholder with the right to convert the note into
the Company's common stock at $0.0005 per share. The Company issued 0 shares of Common Stock upon the conversion of $5000 of the
balance owing on the note. The current unconverted balance of the note is $5000.
In December 2012, the Company issued
a promissory note to a stockholder in the amount of $5,000 with interest at 10% per annum. Principal and interest were due and
payable on July 3, 2013. April 2014, the note was amended to provide the note holder with the right to convert the note into the
Company's common stock at $0.001 per share. The Company issued 2,500,000 shares of Common Stock upon the conversion of $2,500 of
the existing balance owing on the note. The current unconverted balance of the note is $2500.
In May 2012, the Company issued a promissory
note to a stockholder in the amount of $25,000 with interest at 10% per annum. Principal and interest were due and payable on November,
2012. On December 2014, the note was amended to provide the note holder with the privilege to convert the note to the Company's
common stock at $0.0001 per share. Effective April 2013, the Company and Note Holder entered into a second amendment of the Note
which reduced the principal balance of the Note to $9,900 by crediting $14,000 to consulting services provide by Note Holder to
the Company. On June 2013 the note was sold to two parties. A $5,000 and $4,900 portion of the note was sold to two new note holders.
The Company issued 4,110,000 shares of Common Stock upon the conversion of $4110 of the balances owing on the notes. The $5000
Note has a current unconverted balance of $3,715 and the $4,900 Note has a current unconverted balance of $2,075.
In July 2013, the Company issued a promissory
note to a stockholder in the amount of $1,500. Principal and interest were due and payable on January 2014. January 2015, the note
was amended to provide the note holder with the right to convert the note into the Company's common stock at $0.0004 per share
The Company issued 0 shares of Common Stock upon the conversion of $1,500 of the balance owing on the note. The current unconverted
balance is $1500.
In January 2015, the Company issued
a promissory note to a stockholder in the amount of $1,000. Principal and interest were due and payable on July 2015.On January
2015, the note was amended to provide the note holder with the right to convert the note into the Company's common stock at $0.0001
per share. The Company issued 0_ shares of Common Stock upon the conversion of $0 of the balance owing on the note. The current
unconverted note balance is $1000.
In April 2015, the Company issued a
promissory note to a stockholder in the amount of $3,000. Principal and interest were due and payable on October 2015. The current
balance of the note is $3,000.
All of the previously described
issuances of securities were made pursuant to the exemption from registration at Section 4(a)(2)
and/or Rule 506 of Regulation D and/or Section 4(6) under the Securities Act for either transactions not involving a public
offering or for transactions with an “accredited investor” as defined under the Securities Act. Common Stock
issued upon the exercise of conversion rights were made pursuant to Section 3(a)(9) of the Securities Act for securities
exchanged by an issuer with its existing security holders exclusively.
Equity
Compensation Plan Information
We
do not have any equity incentive plans as of the date of this annual report.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
We
did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2014.
ITEM
6. SELECTED FINANCIAL DATA
We
are a smaller reporting company, as defined by Rule 229.10(f)(1) and are not required to provide the information required by this
Item.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This
section must be read in conjunction with the Audited Financial Statements included in this Prospectus.
Plan
of Operation
Medifirst
Solutions, Inc. was incorporated in Nevada in November 2010. We are in the development stage and have a diverse product line including
both consumer products and digital media. Since our inception, we have been engaged in business planning activities, including
researching the industry, identifying target markets for our products, developing our models and financial forecasts, performing
due diligence regarding potential geographic locations most suitable for establishing our offices and identifying future sources
of capital. At the present time, The Company is building products and affiliations in and related to the cosmetic healthcare industry.
We are developing products and programs, specifically the Time Machine Program in the anti-aging sector using laser technology.
The Company is a dealer for Atmospheric Water Solutions, Inc. to sell water machines that makes drinking water from air.
See
“Description of Business” contained herein.
Our
auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue
as an on-going business for the next twelve (12) months. Our auditors’ opinion is based on the uncertainty of our ability
to establish profitable operations. The opinion results from the fact that we have not generated significant revenues. Accordingly,
we must raise cash from operations or from investments by others in our Company to continue our operations.
Our
sole officer and director is responsible for our managerial and organizational structure, which will include preparation
of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible
for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing
the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your
investment.
Our
intended plan of operations is to generate revenue from our diverse divisions of operation. We believe that diversification of
our interests will help generate revenues.
Cosmetic
and Anti-Aging Division
The Company continues to develop its
division that focuses on anti-aging and non-invasive and minimally invasive cosmetic procedures. We are in development of a mobile
laser unit and a treatment protocol called The Time Machine Program for wrinkles, hyperpigmentation, skin tightening,skin spots,
acne and various skin related concerns. If approved for FDA 5/10K certification, the Company can offer the mobile hand-held laser
units for sale.
Atmospheric Water Solutions
The Company
is a dealer and sales representative for Atmospheric Water Solution (“AWS”), a Florida based company that generates
water by using an advanced patented technology. The water generating machines extract water directly from the air we breathe. By
using a patented, advanced filtration and purification system, AWS machines purify water to the cleanest, purest standards in the
world. The Company is the exclusive distributor for tradeshows within the US for the entire spa and wellness industry and will
seek to expand to international sales as well. The units operate on standard 110V power and on average one gallon of water generated
will cost about 10 cents. The units start as a table top model generating up to three gallons a day to large standing machines
making up to 400 gallons a day.
Results of Operations
Fiscal Year Ended December 31, 2014
Revenues
During the year ended December 31,
2014 and 2013, we generated $85,627 and $54,497 in revenues, respectively.
We expect revenues for the short term
to remain minimal, however we believe revenues will increase after execution of our business plans.
Expenses
For the year ended December 31,
2014 and 2013, expenses were $325,591 and $167,016, respectively.
We expect expenses for 2014 to trend
upward as we continue to incur additional expenses necessary to grow our business.
Legal and Accounting
For the year ended December 31,
2014 and 2013, professional fees were $162,474 and $25,612, respectively.
We expect professional fees for 2014
to trend marginally downward as we pursue operations in the ordinary course of business, though we will continue to incur additional
expenses as a result of our being a publicly traded company. This includes corporate legal, accounting, stockholder
and SEC filing expenses.
Other Income/(Expense)
For the year ended December 31,
2014 and 2013, other expenses was $1,654 and $1,488, respectively.
Expense for the three months ended December
31, 2014 consisted of interest expense.
Net Income/(Loss)
For the year ended December 31, 2014
and 2013 the company had a net loss of $292,713 and $114,812.
Liquidity and Capital Resources
Since incorporation, we have financed
our operations through the private placement of our common stock to selected investors and periodic borrowings from our stockholders.
At December 31, 2014 and 2013, our principal sources of liquidity included cash and cash equivalents of $551 and $3,720, respectively.
As of December 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
7A. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK
We
are a smaller reporting company, as defined by Rule 229.10(f)(1) and are not required to provide the information required by this
Item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
Company’s consolidated financial statements are stated in United States dollars and are prepared in accordance with United
States generally accepted accounting principles.
It
is the opinion of management that the audited consolidated financial statements for the calendar year ended December 31, 2013
include all adjustments necessary in order to ensure that the audited consolidated financial statements are not misleading.
The
following financial statements are filed as part of this annual report:
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
|
Page |
|
|
Report of Independent Registered Public Accounting Firm |
F-2 |
|
|
Consolidated Balance Sheets as of December 31, 2014 and 2013 |
F-3 |
|
|
Consolidated Statements of
Operations for the Years Ended December 31, 2014 and 2013 |
F-4 |
|
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2014 and 2013 |
[REF] |
|
|
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2014 and 2013 |
F-5 |
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013 |
F-6 |
|
|
Notes to the Consolidated Financial Statements |
F-7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Stockholders and Board of Directors
Medifirst Solutions, Inc.
We have audited the accompanying balance
sheets of Medifirst Solutions, Inc., (A Development Stage Company) as of December 31, 2014 and 2013, and the related statements
of operations, stockholders' (deficit) and cash flows for the years then ended, and the period from inception (November 8, 2010)
to December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Medifirst Solutions, Inc., (A Development
Stage Company) as of December 31, 2014 and 2013, and results of its operations and its cash flows for the years then ended, and
for the period from inception (November 8, 2010) to December 31, 2014, in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements,
the Company has suffered a loss from operations and is in the development stage. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard to this matter are also discussed in Note 10. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/
David A. Aronson, CPA, P.A. |
|
David A. Aronson, CPA. P.A. |
|
North Miami Beach, Florida |
|
April 5, 2015 |
|
Medifirst Solutions, Inc.
(A Development Stage Company)
Balance Sheet
December 31, 2014 and 2013
| |
2014 | | |
2013 | |
ASSETS |
| |
| | |
| |
Current Assets: | |
| | | |
| | |
Cash | |
$ | 551 | | |
$ | 3,720 | |
Accounts receivable, net of allowance of $500 | |
| 2,255 | | |
| - | |
Prepaid expenses | |
| 1,125 | | |
| 2,500 | |
Inventory | |
| 5,000 | | |
| 7,500 | |
Total current assets | |
| 8,931 | | |
| 13,720 | |
| |
| | | |
| | |
Equipment, net | |
| 6,338 | | |
| 5,199 | |
| |
| | | |
| | |
Other Assets | |
| | | |
| | |
Security deposit | |
| 1,065 | | |
| 265 | |
| |
| | | |
| | |
| |
| | | |
| | |
| |
$ | 16,334 | | |
$ | 19,184 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Bank overdraft | |
$ | 4,748 | | |
$ | 1,644 | |
Accounts payable and accrued expenses | |
| 319,425 | | |
| 231,958 | |
Due to related party | |
| 5,937 | | |
| - | |
Loan payable - stockholder | |
| 42,210 | | |
| 41,855 | |
6% convertible notes | |
| 5,975 | | |
| 8,765 | |
Total current liabilities | |
| 378,295 | | |
| 284,222 | |
| |
| | | |
| | |
Commitments | |
| | | |
| | |
| |
| | | |
| | |
Stockholders' Equity: | |
| | | |
| | |
Preferred stock, $0.0001 par value;
1,000,000 shares authorized, 50,000 and -0- shares issued and outstanding, respectively | |
| 5 | | |
| - | |
Common stock, $0.0001 par value;
200,000,000 shares authorized, 22,481,750 and 13,781,750 shares issued and outstanding, respectively | |
| 2,248 | | |
| 1,378 | |
Additional paid in capital | |
| 258,755 | | |
| 63,840 | |
Deficit accumulated during development stage | |
| (622,969 | ) | |
| (330,256 | ) |
| |
| (361,961 | ) | |
| (265,038 | ) |
| |
| | | |
| | |
| |
$ | 16,334 | | |
$ | 19,184 | |
See accompanying notes to financial statements.
Medifirst Solutions, Inc.
(A Development Stage Company)
Statements of Operations
For the Years Ended December 31, 2014 and 2013 and for the Period
From November 8, 2010 (Inception) to December 31, 2014
| |
From November 8, 2010 (Inception) to | | |
| | |
| |
| |
December 31, 2014 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| |
Consulting fee revenue | |
$ | 74,800 | | |
$ | - | | |
$ | 41,500 | |
Product sales, net | |
| 109,583 | | |
| 85,627 | | |
| 12,997 | |
| |
| 184,383 | | |
| 85,627 | | |
| 54,497 | |
Cost of goods sold | |
| 52,993 | | |
| 50,295 | | |
| 805 | |
Gross income | |
| 131,390 | | |
| 35,332 | | |
| 53,692 | |
| |
| | | |
| | | |
| | |
Expenses: | |
| | | |
| | | |
| | |
Officer's compensation | |
| 307,500 | | |
| 100,000 | | |
| 100,000 | |
Advertising and promotion | |
| 26,234 | | |
| 4,354 | | |
| 6,929 | |
Computer and internet | |
| 12,366 | | |
| 1,680 | | |
| 1,274 | |
Professional fees | |
| 220,327 | | |
| 162,474 | | |
| 25,612 | |
Provision for bad debts | |
| 28,500 | | |
| 28,500 | | |
| - | |
Repairs and maintenance | |
| 7,392 | | |
| 526 | | |
| 39 | |
Travel | |
| 32,584 | | |
| 3,924 | | |
| 6,793 | |
Other | |
| 113,799 | | |
| 24,133 | | |
| 26,369 | |
| |
| 748,702 | | |
| 325,591 | | |
| 167,016 | |
| |
| | | |
| | | |
| | |
Net loss before other income and expenses | |
| (617,312 | ) | |
| (290,259 | ) | |
| (113,324 | ) |
| |
| | | |
| | | |
| | |
Other income and (expenses) | |
| | | |
| | | |
| | |
Interest income | |
| 1 | | |
| 1 | | |
| - | |
Interest expense | |
| (4,858 | ) | |
| (1,655 | ) | |
| (1,488 | ) |
Net loss before provision for income taxes | |
| (622,169 | ) | |
| (291,913 | ) | |
| (114,812 | ) |
| |
| | | |
| | | |
| | |
Provision for income taxes | |
| (800 | ) | |
| (800 | ) | |
| - | |
| |
| | | |
| | | |
| | |
Net loss | |
$ | (622,969 | ) | |
$ | (292,713 | ) | |
$ | (114,812 | ) |
| |
| | | |
| | | |
| | |
Loss per common
share - Basic and fully diluted | |
$ | (0.11 | ) | |
$ | (0.02 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | | |
| | |
Weighted average number of shares outstanding - Basic and fully diluted | |
| 5,509,927 | | |
| 18,691,886 | | |
| 6,700,517 | |
See accompanying notes to financial statements.
Medifirst Solutions, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from November 8, 2010 (Inception)
to December 31, 2014
| |
| | |
| | |
| | |
| | |
| | |
Accumulated | | |
| |
| |
| | |
| | |
| | |
| | |
Additional | | |
Deficit During | | |
Total | |
| |
Common
Stock | | |
Preferred
Class A | | |
Paid
in | | |
Development | | |
Stockholders' | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Stage | | |
Equity | |
Issuance
of common shares for services $0.0001 per share | |
| 752,000 | | |
$ | 75 | | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 75 | |
Issuance
of common shares for cash at $0.08 per share | |
| 81,250 | | |
| 8 | | |
| - | | |
| - | | |
| 6,492 | | |
| - | | |
| 6,500 | |
Issuance
of common shares for cash at $0.08 per share | |
| 37,500 | | |
| 4 | | |
| - | | |
| - | | |
| 2,996 | | |
| - | | |
| 3,000 | |
Issuance
of common shares for cash at $0.08 per share | |
| 125,000 | | |
| 12 | | |
| - | | |
| - | | |
| 9,988 | | |
| - | | |
| 10,000 | |
Issuance
of common shares for cash at $0.00133 per share | |
| 187,500 | | |
| 19 | | |
| - | | |
| - | | |
| 231 | | |
| - | | |
| 250 | |
Issuance
of common shares for cash at $0.02 per share | |
| 12,500 | | |
| 1 | | |
| - | | |
| - | | |
| 249 | | |
| - | | |
| 250 | |
Issuance
of common shares for services at $0.08 per share | |
| 125,000 | | |
| 12 | | |
| - | | |
| - | | |
| 9,988 | | |
| - | | |
| 10,000 | |
Issuance
of common shares for cash at $0.01 per share | |
| 25,000 | | |
| 3 | | |
| - | | |
| - | | |
| 247 | | |
| - | | |
| 250 | |
Issuance
of common shares for cash at $0.002 per share | |
| 315,000 | | |
| 32 | | |
| - | | |
| - | | |
| 598 | | |
| - | | |
| 630 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (4,457 | ) | |
| (4,457 | ) |
Balance
- December 31, 2010 | |
| 1,660,750 | | |
| 166 | | |
| - | | |
| - | | |
| 30,789 | | |
| (4,457 | ) | |
| 26,498 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance
of common shares for cash at $0.0034 per share | |
| 250,000 | | |
| 25 | | |
| - | | |
| - | | |
| 825 | | |
| - | | |
| 850 | |
Issuance
of common shares for cash at $0.01 per share | |
| 25,000 | | |
| 2 | | |
| - | | |
| - | | |
| 248 | | |
| - | | |
| 250 | |
Issuance
of common shares for cash at $0.016 per share | |
| 12,500 | | |
| 1 | | |
| - | | |
| - | | |
| 199 | | |
| - | | |
| 200 | |
Issuance
of common shares for cash at $0.0019 per share | |
| 75,000 | | |
| 8 | | |
| - | | |
| - | | |
| 135 | | |
| - | | |
| 143 | |
Issuance
of common shares for cash at $0.0014 per share | |
| 250,000 | | |
| 25 | | |
| - | | |
| - | | |
| 325 | | |
| - | | |
| 350 | |
Issuance
of common shares for services $0.002 per share | |
| 3,750,000 | | |
| 375 | | |
| - | | |
| - | | |
| 7,125 | | |
| - | | |
| 7,500 | |
Issuance
of common shares for cash at $0.0167 per share | |
| 300,000 | | |
| 30 | | |
| - | | |
| - | | |
| 4,970 | | |
| - | | |
| 5,000 | |
Issuance
of common shares for services $0.08 per share | |
| 20,000 | | |
| 2 | | |
| - | | |
| - | | |
| 1,598 | | |
| - | | |
| 1,600 | |
Issuance
of common shares for cash at $0.08 per share | |
| 6,250 | | |
| 1 | | |
| - | | |
| - | | |
| 499 | | |
| - | | |
| 500 | |
Issuance
of common shares for cash at $0.08 per share | |
| 53,500 | | |
| 5 | | |
| - | | |
| - | | |
| 4,275 | | |
| - | | |
| 4,280 | |
Issuance
of common shares for cash at $0.08 per share | |
| 12,500 | | |
| 1 | | |
| - | | |
| - | | |
| 999 | | |
| - | | |
| 1,000 | |
Subtotals | |
| 6,415,500 | | |
| 641 | | |
| - | | |
| - | | |
| 51,987 | | |
| (4,457 | ) | |
| 48,171 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Subtotals | |
| 6,415,500 | | |
$ | 641 | | |
| - | | |
$ | - | | |
$ | 51,987 | | |
$ | (4,457 | ) | |
$ | 48,171 | |
Issuance
of common shares for cash at $0.04 per share | |
| 100,000 | | |
| 10 | | |
| - | | |
| - | | |
| 3,990 | | |
| - | | |
| 4,000 | |
Issuance
of common shares for cash at $0.08 per share | |
| 6,250 | | |
| 1 | | |
| - | | |
| - | | |
| 499 | | |
| - | | |
| 500 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (36,788 | ) | |
| (36,788 | ) |
Balance
- December 31, 2011 | |
| 6,521,750 | | |
| 652 | | |
| - | | |
| - | | |
| 56,476 | | |
| (41,245 | ) | |
| 15,883 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance
of common shares upon partial conversion of note at $0.001 per share | |
| 150,000 | | |
| 15 | | |
| - | | |
| - | | |
| 135 | | |
| - | | |
| 150 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (174,199 | ) | |
| (174,199 | ) |
Balance
- December 31, 2012 | |
| 6,671,750 | | |
| 667 | | |
| - | | |
| - | | |
| 56,611 | | |
| (215,444 | ) | |
| (158,166 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance
of common shares upon partial conversion of note at $0.001 per share | |
| 660,000 | | |
| 66 | | |
| - | | |
| - | | |
| 594 | | |
| - | | |
| 660 | |
Issuance
of common shares upon partial conversion of note at $0.001 per share | |
| 200,000 | | |
| 20 | | |
| - | | |
| - | | |
| 180 | | |
| - | | |
| 200 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 700,000 | | |
| 70 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 70 | |
Issuance
of common shares for services $0.10 per share | |
| 50,000 | | |
| 5 | | |
| - | | |
| - | | |
| 4,995 | | |
| - | | |
| 5,000 | |
Issuance
of common shares upon partial conversion of note at $0.0006 per share | |
| 400,000 | | |
| 40 | | |
| - | | |
| - | | |
| 200 | | |
| - | | |
| 240 | |
Issuance
of common shares upon partial conversion of note at $0.001 per share | |
| 300,000 | | |
| 30 | | |
| - | | |
| - | | |
| 270 | | |
| - | | |
| 300 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 400,000 | | |
| 40 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 40 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 50,000 | | |
| 5 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5 | |
Issuance
of common shares upon partial conversion of note at $0.001 per share | |
| 700,000 | | |
| 70 | | |
| - | | |
| - | | |
| 630 | | |
| - | | |
| 700 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 350,000 | | |
| 35 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 35 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 300,000 | | |
| 30 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 30 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 350,000 | | |
| 35 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 35 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 400,000 | | |
| 40 | | |
| | | |
| | | |
| - | | |
| - | | |
| 40 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 1,000,000 | | |
| 100 | | |
| | | |
| | | |
| 900 | | |
| - | | |
| 1,000 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 350,000 | | |
| 35 | | |
| | | |
| | | |
| - | | |
| - | | |
| 35 | |
Issuance
of common shares upon partial conversion of note at $0.001 per share | |
| 400,000 | | |
| 40 | | |
| | | |
| | | |
| 360 | | |
| - | | |
| 400 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 500,000 | | |
| 50 | | |
| | | |
| | | |
| - | | |
| - | | |
| 50 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (114,812 | ) | |
| (114,812 | ) |
Balance
- December 31, 2013 | |
| 13,781,750 | | |
| 1,378 | | |
| - | | |
| - | | |
| 64,740 | | |
| (330,256 | ) | |
| (264,138 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance
of common shares for services $0.05 per share | |
| 1,000,000 | | |
| 100 | | |
| | | |
| | | |
| 49,900 | | |
| - | | |
| 50,000 | |
Issuance
of common shares for services $0.05 per share | |
| 500,000 | | |
| 50 | | |
| | | |
| | | |
| 24,950 | | |
| - | | |
| 25,000 | |
Issuance
of common shares to repay debt at $0.0555 | |
| 450,000 | | |
| 45 | | |
| | | |
| | | |
| 24,955 | | |
| - | | |
| 25,000 | |
Issuance
of common shares for cash at $0.05 per share | |
| 200,000 | | |
| 20 | | |
| | | |
| | | |
| 9,980 | | |
| - | | |
| 10,000 | |
Issuance
of common shares for cash at $0.05 per share | |
| 300,000 | | |
| 30 | | |
| | | |
| | | |
| 14,970 | | |
| - | | |
| 15,000 | |
Issuance
of common shares for cash at $0.05 per share | |
| 200,000 | | |
| 20 | | |
| | | |
| | | |
| 9,980 | | |
| - | | |
| 10,000 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 500,000 | | |
| 50 | | |
| | | |
| | | |
| - | | |
| - | | |
| 50 | |
Issuance
of common shares for services $0.05 per share | |
| 450,000 | | |
| 45 | | |
| | | |
| | | |
| 22,455 | | |
| - | | |
| 22,500 | |
Issuance
of common shares for services $0.13 per share | |
| 50,000 | | |
| 5 | | |
| | | |
| | | |
| 6,495 | | |
| - | | |
| 6,500 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 400,000 | | |
| 40 | | |
| | | |
| | | |
| - | | |
| - | | |
| 40 | |
Issuance
of preferred shares for services $0.10 per share | |
| - | | |
| - | | |
| 50,000 | | |
| 5 | | |
| 4,995 | | |
| - | | |
| 5,000 | |
Issuance
of common shares for services $0.09 per share | |
| 100,000 | | |
| 10 | | |
| | | |
| | | |
| 8,990 | | |
| - | | |
| 9,000 | |
Issuance
of common shares for services $0.05 per share | |
| 250,000 | | |
| 25 | | |
| | | |
| | | |
| 12,475 | | |
| - | | |
| 12,500 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 700,000 | | |
| 70 | | |
| | | |
| | | |
| 630 | | |
| - | | |
| 700 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 1,000,000 | | |
| 100 | | |
| | | |
| | | |
| 900 | | |
| - | | |
| 1,000 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 1,100,000 | | |
| 110 | | |
| | | |
| | | |
| 990 | | |
| - | | |
| 1,100 | |
Issuance
of common shares upon partial conversion of note at $0.0001 per share | |
| 1,500,000 | | |
| 150 | | |
| | | |
| | | |
| 1,350 | | |
| - | | |
| 1,500 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (292,713 | ) | |
| (292,713 | ) |
Balance
- December 31, 2014 | |
| 22,481,750 | | |
$ | 2,248 | | |
| 50,000 | | |
$ | 5 | | |
$ | 258,755 | | |
$ | (622,969 | ) | |
$ | (361,961 | ) |
See accompanying notes to financial statements.
Medifirst Solutions, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Years Ended December 31, 2014 and 2013 and for the Period
From November 8, 2010 (Inception) to December 31, 2014
| |
From November 8, 2010 (Inception) to | | |
| | |
| |
| |
December 31, 2014 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| |
Cash flows from operating activities: | |
| | | |
| | | |
| | |
Net loss | |
$ | (622,969 | ) | |
$ | (292,713 | ) | |
$ | (114,812 | ) |
Adjustments to reconcile net loss to net cash used by operating activities: | |
| | | |
| | | |
| | |
Depreciation expense | |
| 1,976 | | |
| 1,417 | | |
| 230 | |
Provision for doubtful accounts | |
| 500 | | |
| 500 | | |
| - | |
Accounts receivable | |
| (2,755 | ) | |
| (2,755 | ) | |
| - | |
Prepaid expenses | |
| (1,125 | ) | |
| 1,375 | | |
| (2,500 | ) |
Inventory | |
| (5,000 | ) | |
| 2,500 | | |
| (7,500 | ) |
Security deposit | |
| (1,065 | ) | |
| (800 | ) | |
| - | |
Bank overdraft | |
| 4,748 | | |
| 3,104 | | |
| 1,644 | |
Accounts payable and accrued expenses | |
| 319,425 | | |
| 87,467 | | |
| 120,488 | |
Interest/excess
of fair value of shares issued to repay loans | |
| 30,290 | | |
| 30,290 | | |
| - | |
Common stock issued for services | |
| 139,675 | | |
| 125,500 | | |
| 5,000 | |
Preferred stock issued for services | |
| 5,000 | | |
| 5,000 | | |
| - | |
Net cash (used)
provided by operating activities | |
| (131,300 | ) | |
| (39,115 | ) | |
| 2,550 | |
| |
| | | |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | | |
| | |
Purchase of equipment | |
| (8,314 | ) | |
| (2,556 | ) | |
| - | |
Net cash used by investing activities | |
| (8,314 | ) | |
| (2,556 | ) | |
| - | |
| |
| | | |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 86,043 | | |
| 35,000 | | |
| 2,940 | |
Due to related party | |
| 5,937 | | |
| 5,937 | | |
| - | |
Stockholder's loan | |
| 42,210 | | |
| 355 | | |
| 14,641 | |
6% convertible notes | |
| 5,975 | | |
| (2,790 | ) | |
| (16,885 | ) |
Net cash provided by financing activities | |
| 140,165 | | |
| 38,502 | | |
| 696 | |
| |
| | | |
| | | |
| | |
Net increase (decrease)
in cash | |
| 551 | | |
| (3,169 | ) | |
| 3,246 | |
Cash at beginning of period | |
| - | | |
| 3,720 | | |
| 474 | |
Cash at end of period | |
$ | 551 | | |
$ | 551 | | |
$ | 3,720 | |
| |
| | | |
| | | |
| | |
Supplemental cash flow information: | |
| | | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | | |
| | |
Interest | |
$ | 3,944 | | |
$ | 805 | | |
$ | 1,456 | |
Income taxes | |
$ | 800 | | |
$ | 800 | | |
$ | - | |
See accompanying notes to financial statements.
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
and 2013
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Medifirst Solutions, Inc. ("MSI" or
the "Company") was incorporated in Nevada in November 2010. The Company is in the development stage and has a diverse
product line including both consumer products and digital media. The Company intends to launch "Florida Health Community"
as an on-line healthcare directory and social media site geared towards both professionals and consumers. MSI also intends to produce
a tabloid size newsletter with healthcare industry related news and events. MSI holds the trademark to, and will sell on-line,
the Miracle-cigTM, an electronic cigarette that is tobacco free and that emits a fine water mist in place of smoke. Additionally,
MSI will offer print and digital marketing and advertising services to its client base of medical professionals as well as solicit
new business in other business sectors.
Revenue Recognition
In general, the Company records revenue when persuasive
evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer
is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various
revenues streams of the Company:
Revenue is recognized at the time the product
is delivered or services are performed. Provision for sales returns are estimated based on the Company's historical return experience.
Revenue is presented net of returns.
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.
Inventory
Inventory consists of finished goods and is stated
at the lower of cost (first-in, first-out) or market value.
Equipment, net
Equipment is stated at cost. Major renewals and
betterments are capitalized while maintenance and repairs, which do not extend the lives of the respective assets, are expensed
when incurred. Depreciation is computed over the estimated useful lives of the assets using the straight line method of accounting.
The estimated useful life for equipment is five
years.
The cost and accumulated depreciation for property
and equipment sold, retired, or otherwise disposed of are relieved from the accounts, and any resulting gains or losses are reflected
in income.
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014 and 2013
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Long-Lived Assets
The Company reviews its long-lived assets for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An
impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual
disposition are less than its carrying amount.
Use of Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
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 Loss Per Common Share
Basic net (loss) income per common share is calculated
using the weighted average common shares outstanding during each reporting period. Diluted net (loss) income per common share
adjusts the weighted average common shares for the potential dilution that could occur if common stock equivalents (convertible
debt and preferred stock, warrants, stock options and restricted stock shares and units) were exercised or converted into common
stock. There were no common stock equivalents at December 31, 2014.
Income Taxes
Deferred income taxes are recognized for the tax
consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes
and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods
in which the differences are expected to affect taxable income. A valuation allowance is recognized when, based on the weight of
all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be
realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014 and 2013
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Income Taxes (continued)
ASC 740, Income Taxes, requires a company to first
determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position
will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position
and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured
and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement
with a taxing authority.
Stock-Based Compensation
The Company accounts for equity instruments issued
to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments
to be recognized in the financial statements based on the fair value using an option pricing model. ASC 718 requires forfeitures
to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.
Equity instruments granted to non-employees are
accounted for in accordance with ASC 505, Equity. The final measurement date for the fair value of equity instruments with performance
criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive
for non-performance.
Cash and Cash Equivalents
The Company considers all highly liquid investments
with an original maturity of three months or less to be cash equivalents. At December 31, 2014, the Company had $551 in cash equivalents.
Recent Pronouncements
There are no recent accounting pronouncements
that apply to the Company.
NOTE 2. CONCENTRATION OF CREDIT RISK
During 2014, sales to three customers accounted
for approximately 93% of the Company's net sales or approximately $80,000. Of these customers, one customer accounted for approximately
41% of the Company's net sales or approximately $35,000. Additionally, one customers accounted for 100% of the Company's accounts
receivable balance at December 31, 2014.
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014 and 2013
Note 3. EQUIPMENT (NET)
Equipment is recorded at cost and consisted of
the following at December 31, 2014 and 2013:
| |
December 31, | |
| |
2014 | | |
2013 | |
Computer equipment | |
$ | 8,314 | | |
$ | 5,758 | |
Less: accumulated depreciation | |
| (1,976 | ) | |
| (559 | ) |
| |
| | | |
| | |
| |
$ | 6,338 | | |
$ | 5,199 | |
Depreciation expense was $1,417 and $230 for
the years ended December 31, 2014 and 2013, respectively.
Note 4. DUE TO RELATED PARTY
During the period ended September 30, 2014, a
related party through common management advanced the Company $8,752 to pay certain expenses. The loan bears no interest and is
payable on demand.
Note 5. LOAN PAYABLE - STOCKHOLDER
During 2014 and 2013, a stockholder of the Company
advanced the Company $31,665 and $30,355, respectively, to pay for certain expenses. The loan has a balance of $35,216 at December
31, 2014, bears no interest and is payable on demand.
At December 31, 2013 the Company was indebted
to a stockholder in the amount of $5,000. The loan has an interest of 20%. Principal and accrued interest were due and payable
on July 2, 2012.
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 privilege to convert the note to the Company's
common stock at $0.0001 per share. In July 2014, in a private transaction, the note holder transferred $1,000 of note principal
to a third party. In August 2014, the holder of this portion of note principal converted it into 1,000,000 shares of the Company's
common stock. In October 2014, the holder converted $1,500 of note principal into 1,500,000 shares of the Company's common stock
at $0.001 per share. At December 31, 2014, $2,500 of the original note principal remains due and payable.
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
and 2013
Note 6. 6% CONVERTIBLE NOTES
In March 2011, the Company issued $800 aggregate
principal amount of 6% convertible notes due in January 2012. Interest on the notes accrue at the rate of 6% per annum and are
payable when the notes mature. The notes matured prior to conversion but have not been repaid. Interest continues to accrue at
the rate of 6% per annum.
The holder of one of the notes converted $110
of note principal into 1,150,000 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 | |
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014 and 2013
Note 6. 6% CONVERTIBLE NOTES (continued)
In March and April 2014, the new note holder
converted an additional $90 of note principal into 900,000 shares of common stock as follows:
Date of Conversion | |
Principal Amount Converted | | |
Conversion Rate | | |
Shares Received | |
March 2014 | |
$ | 50 | | |
$ | 0.0001 | | |
| 500,000 | |
April 2014 | |
$ | 40 | | |
$ | 0.0001 | | |
| 400,000 | |
Subsequent to these conversions there remains
$125 in note principal.
In July 2013, the holder of the second note converted
$240 of note principal into 400,000 shares of the Company's common stock at $0.0006 per share. At December 31, 2013, the note had
a remaining principal balance of $60.
At any time on or after the maturity date, the
holders of the notes, have the option of converting any of the unpaid principal and interest into the Company's common stock. The
notes plus any accrued but unpaid interest are convertible at the rate of $0.0001 per share at the time of conversion up to a maximum
of 9.99% of the then issued and outstanding common stock, or 2,245,927 shares at December 31, 2014.
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, in a private transaction, the note
holder transferred the remaining note principal balance of $9,900 to a third party.
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014 and 2013
Note 6. 6% CONVERTIBLE NOTES (continued)
In July 2013, the note holder converted $300 of
note principal into 300,000 shares of the Company's common stock. In September 2014, the note holder converted an additional $1,100
of note principal into 1,100,000 shares of the Company's common stock. The remaining principal on this portion of the note at December
31, 2014 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 2,245,927 shares at December 31, 2014.
In August 2013, in a private transaction, the
new note holder transferred $4,475 of principal to a stockholder of the company.
In September 2013, the note holder converted $400
of note principal into 400,000 shares of the Company's common stock at $0.001 per share.
In August 2013, the note holder/stockholder converted
$700 of note principal into 700,000 shares of the Company's common stock at $0.001 per share. In October 2013, in a private transaction,
this note holder transferred $1,000 of note principal to a third party of which $700 was converted into 700,000 shares in June
2014. The remaining principal balance on this portion of the note at December 31, 2014 is $2,075. The note holder has the option
of converting the balance at any time with the approval of the Board of Directors. The note plus any accrued but unpaid interest
are convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding
common stock, or 2,245,927 shares at December 31, 2014.
In October 2013, a $1,000 note was converted into
1,000,000 shares of the Company's common stock at $0.001 per share in accordance with the terms of the note.
Note 7. STOCKHOLDERS' EQUITY
In November 2010, the Company issued 752,000 shares
of common stock at par value for services provided to the Company.
In November 2010, the Company issued 81,250 shares
of common stock at $0.08 per share.
In November 2010, the Company issued 37,500 shares
of common stock at $0.08 per share.
In December 2010, the Company issued 125,000
shares of common stock at $0.08 per share.
In December 2010, the Company issued 187,500
shares of common stock at $0.00133 per share.
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
and 2013
Note 7. STOCKHOLDERS' EQUITY (continued)
In December 2010, the Company issued
12,500 shares of common stock at $0.02 per share.
In December 2010, the Company issued
125,000 shares of common stock at $.08 per share for services provided to the Company.
In December 2010, the Company issued
25,000 shares of common stock at $0.01 per share.
In December 2010, the Company issued
315,000 shares of common stock at $0.002 per share.
In January 2011, the Company issued
250,000 shares of common shares at $0.0034 per share.
In January 2011, the Company issued
25,000 shares of common shares at $0.01 per share.
In January 2011, the Company issued
12,500 shares of common shares at $0.016 per share.
In March 2011 the Company issued 75,000
shares of common stock at $0.0019 per share.
In March 2011 the Company issued 250,000
shares of common stock at $0.0014 per share.
In March 2011, the Company issued 3,500,000
shares of common stock to an officer of the Company for services provided to the Company at $0.002 per share.
In April 2011, the Company issued 300,000
shares of common stock at $0.0167 per share.
In October 2011, the Company issued 20,000 shares
of common stock at $0.08 per share for services provided to the company.
In October 2011, the Company issued
6,250 shares of common stock at $0.08 per share.
In November 2011, the Company issued
53,500 shares of common stock at $0.08 per share.
In November 2011, the Company issued
12,500 shares of common stock at $0.08 per share.
In December 2011, the Company issued
100,000 shares of common stock at $0.04 per share.
In December 2011, the Company issued
6,250 shares of common stock at $0.08 per share.
In December 2012, the Company issued
150,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 6).
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
and 2013
Note 7. STOCKHOLDERS' EQUITY (continued)
In January 2013, the Company issued
660,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 6).
In March 2013, the Company issued 200,000
shares of common stock at $0.001 per share as partial conversion of a note (See note 6).
In June 2013, the Company issued 700,000
shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In July 2013, the Company issued 50,000
shares of common stock at $0.10 per share under the terms of a consulting agreement (See note 8).
In July 2013, the Company issued 400,000
shares of common stock at $0.0006 per share as partial conversion of a note (See note 6).
In July 2013, the Company issued 300,000
shares of common stock at $0.001 per share as partial conversion of a note (See note 6).
In August 2013, the Company issued
400,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In August 2013, the Company issued
50,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In August 2013, the Company issued
700,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 6).
In September 2013, the Company issued
350,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In September 2013, the Company issued
300,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In September 2013, the Company issued
350,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In October 2013, the Company issued
400,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In October 2013, the Company issued 1,000,000
shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
and 2013
Note 7. STOCKHOLDERS' EQUITY (continued)
In October 2013, the Company issued 350,000 shares
of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In November 2013, the Company issued 400,000
shares of common stock at $0.001 per share as partial conversion of a note (See note 6).
In December 2013, the Company issued 500,000
shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In February 2014, the Company issued 1,000,000
shares of common stock at $0.05 per share for services provided to the Company.
In February 2014, the Company issued 500,000 shares
of common stock at $0.05 per share for services provided to the Company.
In February 2014, the Company issued 450,000
shares of common stock at $0.0555 per share to pay accrued expenses.
In March 2014, the Company issued 200,000 shares
of common stock at $0.05 per share.
In March 2014, the Company issued 300,000 shares
of common stock at $0.05 per share.
In March 2014, the Company issued 200,000 shares
of common stock at $0.05 per share.
In March 2014, the Company issued 500,000 shares
of common stock at $0.0001 per share as partial conversion of a note (See note 5).
In March 2014, the Company issued 450,000 shares
of common stock at $0.05 per share for services provided to the Company.
In April 2014, the Company issued 50,000 shares
of preferred stock at $0.13 per share for services provided to the Company.
In April 2014, the Company issued 400,000 shares
of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In May 2014, the Company issued 100,000 shares
of common stock at $0.09 per share for services provided to the Company.
In May 2014, the Company issued 250,000 shares
of common stock at $0.05 per share for services provided to the Company.
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014
and 2013
Note 7. STOCKHOLDERS' EQUITY (continued)
In June 2014, the Company issued 700,000 shares
of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In August 2014, the Company issued 1,000,000 shares
of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In October 2014, the Company issued 1,100,000
shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
In November 2014, the Company issued 1,500,000
shares of common stock at $0.0001 per share as partial conversion of a note (See note 6).
Note 8. COMMITMENTS AND CONTINGENCIES
In July 2013, the Company entered into a consulting
agreement with an individual for a one year term. Under the terms of this agreement the Company has agreed to compensate the consultant
with 100,000 shares of the Company's common stock. As of December 31, 2014 the consultant had been issued 50,000 shares of the
Company's common stock valued at its fair market value of $0.10 per share (See note 5). At December 31, 2013, $2,500 has been
recorded as an accrued expense.
In March 2014, the Company signed a lease for
office space that will run from May 2014 through April 2015. The lease calls for minimum monthly rental payments of $525.
Rent expense under the terms of this lease totaled
$4,274 for the year ended December 31, 2014.
Future minimum lease payments under this lease
are as follows:
'December
31, | | |
| Amount | |
2015 | | |
$ | 2100 | |
Note 9. 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 | % |
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2014 and 2013
Note 9. INCOME TAXES (continued)
As of December 31, 2014, the Company had a net
operating loss carryforward of approximately $176,000. This loss will be available to offset future taxable income. If not used,
this carryforward will begin to expire in 2030. The deferred tax asset relating to the operating loss carryforward has been fully
reserved at December 31, 2014. The principal difference between the operating loss for income tax purposes and reporting purposes
is accrued officer's compensation and stock issued for services..
Note 10. BASIS OF REPORTING
The Company's financial statements are presented
on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of
business.
The Company has experienced a loss from operations
during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature.
For the period from inception to December 31, 2014, the Company incurred a net loss of approximately $623,000. 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.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures.
Our
management has evaluated, under the supervision and with the participation of our principal executive and principal financial
officers, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant
to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive and financial officers
concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring
that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a
timely manner, and (2) accumulated and communicated to our management, including our principal executive and financial officers,
as appropriate to allow timely decisions regarding required disclosure.
Internal
Control over Financial Reporting.
Management’s
Annual Report on Internal Control over Financial Reporting. This Annual Report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm
due to a transition period established by rules of the SEC for newly public companies. In future Annual Reports, management’s
report will not subject to attestation by our independent registered public accounting firm, pursuant to provisions of the Dodd-Frank
Wall Street Reform and Consumer Protection Act that permit us to provide only management’s report in this Annual Report
on Form 10-K.
Changes
in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting that
occurred in our fiscal year ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our
executive officer and director and his age are as follows:
Executive
Officers and Directors
Name |
|
Age |
|
Office |
|
Since |
Bruce
Schoengood |
|
[56] |
|
Chief
Executive Officer and Director |
|
March
16, 2011 |
The
term of office for each director is one year, or until the next annual meeting of the stockholders.
Bruce
Schoengood. Mr. Schoengood joined the Company as an officer and director in March 2011. Mr. Schoengood began his diverse publishing
career as a New York City art director and editor in 1981 and went on to launch dozens of national magazines as publisher and
contract publisher. Titles include: Country Accents, Victorian Accents, New Body, New Jersey Home & Style, Successful Child,
Party Poker.com, GameDay USA, STUN!, Spectrum, Dale Earnhardt, Bill Mazeroski’s Baseball, Gemma’s Old Style Italian
Cooking, Kid Planet, Beach Style, Trump Magazine and Blackout Comics. He was honored by Mental Health America in 2008 and given
their Golden Bell Media Award. Mr. Schoengood has worked as a creative design and marketing consultant in the medical education
industry to companies such as Haymarket Medical, Physican’s Weekly, Genecom, and Science & Medicine. From 2004 to
2008, Mr. Schoengood was a magazine packager with King Media. From 2008 until he began with the Company, he was self-employed
as a freelance creative design and editorial content consultant.
Over
the course of 30 years, Mr. Schoengood has developed and executed national media campaigns, advertising programs and strategies
and worked, hired and instructed media professionals in all creative genres: writers, photographers, artists, internet programmers,
PR firms, Media specialists, distributors and printers. Mr. Schoengood’s extensive experience in
various capacities for diverse media platforms gives our board of directors valuable guidance on the marketing and promotional
activities that will be a keystone of the Company’s success.
Family
Relationships
As
we only have one officer and director, there cannot be any family relationships between any director and executive officer.
Involvement
in Certain Legal Proceedings
Our
directors, executive officers and control persons have not been involved in any of the following events during the past five years:
| ● | any
bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years
prior to that time; |
| ● | any
conviction in a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); |
| ● | being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; or |
| ● | being
found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity
Futures Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or vacated |
Section
16(a) Beneficial Ownership Compliance
We
do not currently have any class of equity securities registered pursuant to section 12 of the Exchange Act. As such, our officers,
directors and significant stockholders are not required to report changes in the beneficial ownership of our securities pursuant
to Section 16(a) of the Exchange Act.
Code
of Ethics
We
do not currently have a Code of Ethics, as defined under the rules and regulations of the Exchange Act. The Company does not believe
a Code of Ethics is necessary because the Company only has only one person serving as the sole officer, director and employee.
Nomination
Process
As
of December 31, 2014, we did not affect any material changes to the procedures by which stockholders may recommend nominees to
the board of directors. We do not have any defined policy or procedure requirements for stockholders to submit recommendations
or nominations for directors. The board of directors believes that, given the current stage of our development, a specific nominating
policy would be premature and of little assistance until our operations develop to a more advanced level. We do not currently
have any specific or minimum criteria for the election of nominees to the board of directors and there is no specific process
or procedure for evaluating such nominees. The board of directors assesses all candidates, whether submitted by management or
stockholders, and makes recommendations for election or appointment.
A
stockholder who wishes to communicate with the board of directors may do so by directing a written request addressed to our Chief
Executive Officer or the Chief Financial Officer at the address appearing on the face page of this annual report.
Committees
of the Board
We
currently do not have nominating, compensation or audit committee, or committees performing similar functions, nor do we have
a written nominating, compensation or audit committee charter. The board of directors does not believe that it is necessary to
have such committees at this time because it believes that the functions of such committees can be adequately performed by the
board of directors.
ITEM
11. EXECUTIVE COMPENSATION
Executive
Compensation
The
table below sets forth all cash compensation paid or proposed to be paid by us to our chief executive officer, or only executive
officer, for services rendered in all capacities to the Company during fiscal year 2011 and 2012 and 2013.
Summary
Compensation Table
Name and Principal Position | |
Fiscal year Ended December 31 | |
Salary ($) | | |
Bonus ($) | | |
Other Annual Compensation ($) | | |
TOTAL | |
Bruce Schoengood,
CEO | |
2012 | |
$ | 100,000 | | |
$ | 0 | | |
$ | 0.00 | | |
$ | 100,000 | |
| |
2013 | |
$ | 100,000 | | |
| 0 | | |
$ | 0.00 | | |
$ | 100,000 | |
| |
2014 | |
$ | 100,000 | | |
| 0 | | |
$ | 0.00 | | |
$ | 100,000 | |
Compensation
Policy
Because
we are still in the early stages of development, our sole director and officer is not currently receiving any compensation.
Stock
Grants or Awards
Because
we are still in the early stages of development, our sole director and officer has not received any stock grant, stock
awards, freestanding SARs or other equity awards.
Bonuses
Any
bonuses granted in the future will relate to meeting certain performance criteria that are directly related to areas within the
named executive’s responsibilities with the Company. As we continue to grow, more defined bonus programs may be established
to attract and retain our employees at all levels.
Equity
Compensation Plans
We
do not have any equity compensation plans as of the date of this annual report.
Compensation
of Directors
Because
we are still in the development stage, our sole director is not receiving any compensation other than reimbursement for expenses
incurred during the performance of his duties.
Employment
Contracts; Termination of Employment and Change-in-Control Arrangements
We
do not have an employment agreement with Bruce Schoengood, our Chief Executive Officer; however,
we intend to enter into such an employment agreement with Mr. Schoengood and with any of our future key executives
and other members of management at the appropriate time and as circumstances may require.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table provides the names and addresses of each person known to us who own more than 5% of the outstanding common
stock as of the date of this annual report, and by our sole officer and director. Except as otherwise indicated, all shares are
owned directly.
Name of beneficial owner | |
| Amount
of Beneficial
ownership | | |
| Percent of
class(2) | |
Bruce Schoengood(1) | |
| [3,825,000 | ] | |
| [12 | ]% |
(1)
Unless otherwise indicated, the address of each of the persons shown is c/o Medifirst Solutions, Inc., 4400 Route 9 South,
Suite 1000, Freehold NJ 07728.
(2)
The percent of class is based on [6,671,750] shares of common stock issued and outstanding as of the date of this annual
report.
Change
in Control
We
are not aware of any arrangement that might result in a change in control of the Company.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions
with related persons, promoters and certain control persons
Bruce
Schoengood, currently our sole officer and director, is currently not involved in other business activities, but may,
in the future, become involved in other business opportunities. If a specific business opportunity becomes available,
Mr. Schoengood may face a conflict of interest in selecting between our business interest and his other business interests. It
is our policy that any personal business or corporate opportunity available an officer or director must be examined
by our board of directors and rejected by the directors before an officer or director can engage or take advantage
of the business opportunity. However, this policy may be ineffective given that we currently have only one officer and director.
No
director, executive officer, principal stockholder holding at least 5% of our common shares, or any family member thereof, had
any material interest, direct or indirect, in any transaction, or proposed transaction, during the years ended December 31,2014
or December 31, 2013 or December 31, 2012, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000
or one percent of the average of our total assets at the year end for the last three completed fiscal years.
Director
Independence
Currently
our sole director is also our sole officer, and as such, we have no directors that would qualify as independent as defined under
NASDAQ Marketplace Rules. Our director believes that retaining one or more additional directors who would qualify as independent
as defined in the NASDAQ Marketplace Rules would be overly costly and burdensome and not warranted in the circumstances given
the current stage of the Company’s development.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
David
A. Aronson, CPA. P.A. serves as our independent registered public accounting firm and audited our financial statements for the
years ended December 2013 and December 31, 2012 and 2011. The following table represents a summary of fees billed to the Company
from its principal independent accounts for professional services rendered for the years ended December 31, 2012 and 2011.
|
|
December 31, |
|
|
December 31, |
|
|
|
2014 |
|
|
2013 |
|
|
|
|
|
|
|
|
Audit fee |
|
$ |
4,000 |
|
|
$ |
3,500 |
|
Audit related fees |
|
|
|
|
|
|
|
|
Tax fees |
|
|
|
|
|
|
|
|
All other fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
4,000 |
|
|
$ |
3,500 |
|
Audit
Fees
“Audit
Fees” consist of fees billed for professional services rendered by the principal accountant for the audit of the registrant’s
annual financial statements and review of financial statements included in the registrant’s quarterly reports, or services
that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal
years. Audit fees expenses for David A. Aronson, CPA. P.A., for professional services rendered in respect to the audit of our
annual financial statements included in our Registration Statement on Form S-1, were $3,500 and $2,900, respectively.
Audit
Related Fees
“Audit
Related Fees” consist of fees billed for assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of the registrant’s financial statements and are not reported as “Audit
Fees.” For the years ended December 31, 2014 and December 2013 and 202, the aggregate “Audit Related Fees” were
$-0- and $-0- and $-0, respectively.
Tax
Fees
“Tax
Fees” consist of fees billed for professional services for tax compliance, tax advice, and tax planning. Tax preparation
fees expenses for David A. Aronson, CPA. P.A., for professional services in respect to the filing of the Company’s income
taxes for the years ended December 31, 2014, 2013 and 2012, were $-0- and $-0- and $-0 respectively.
All
Other Fees
Fees
billed by David A. Aronson, CPA. P.A., not related to audit or other services as described above, during the years ended December
31, 2014, 2013 and 2012, were $-0- and $-0- and $-0 respectively, and such fees were related to [Explanation].
Pre-Approval
Policies
Our
board of directors, who acts as our audit committee, has adopted a policy governing the pre-approval by the board of directors
of all services, audit and non-audit, to be provided to our Company by our independent auditors. Under the policy, the board or
directors has pre-approved the provision by our independent auditors of specific audit, audit related, tax and other non-audit
services as being consistent with auditor independence. Requests or applications to provide services that require the specific
pre-approval of the board of directors must be submitted to the board of directors by the independent auditors, and the independent
auditors must advise the board of directors as to whether, in the independent auditor’s view, the request or application
is consistent with the SEC’s rules on auditor independence.
The
board of directors has considered the nature and amount of the fees billed by David A. Aronson, CPA. P.A. and believes that the
provision of the services for activities unrelated to the audit is compatible with maintaining the independence of David A. Aronson,
CPA. P.A
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
No. |
|
Description |
3.1 |
|
Articles
of Incorporation filed on November 8, 2010(1) |
3.2 |
|
Certificate
of Amendment to Articles of Incorporation filed on March 28, 2011(1) |
3.3 |
|
By-laws
adopted on November 15, 2010(1) |
4.1 |
|
Specimen
Common Stock Certificate(1) |
10.1 |
|
Asset
Purchase Agreement dated October 31, 2014 between Dr. Park Avenue Inc. and Dr. Park Ave.
(2) |
31.1 |
|
Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
|
Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (1) | Incorporated
by reference to the Company’s Registration Statement on Form S-1 filed on December 30, 2011 |
| (2) | Incorporated
by reference to the Company’s report on Form 8K filed November 6, 2014. |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
April 14,
2015 |
MEDIFIRST SOLUTIONS, INC. |
|
|
|
By: |
/s/ Bruce Schoengood |
|
|
President and Chief Executive Officer |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
By: |
/s/ Bruce Schoengood |
|
President, Chief Executive Officer, |
|
April 14, 2015 |
|
|
|
Principal
Financial Officer, Director |
|
|
25
Exhibit 31.1 Principal Executive Officer - Section 302 Certification
Certification of
Principal Executive Officer
Of MEDIFIRST SOLUTIONS, INC.
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
I, Bruce Schoengood, certify that:
1. |
I have reviewed this annual report on Form 10-K of Medifirst Solutions, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and |
|
|
|
|
d) |
Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that
has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting;
and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent function): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated: April 14, 2015 |
By: |
/s/
Bruce Schoengood |
|
|
Bruce
Schoengood |
|
|
Chief
Executive Officer |
Exhibit 31.2 Principal Financial Officer - Section 302 Certification
Certification of
Principal Financial Officer
Of MEDIFIRST SOLUTIONS, INC.
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
I, Bruce Schoengood, certify that:
1. |
I have reviewed this annual report on Form 10-K of Medifirst Solutions, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and |
|
|
|
|
d) |
Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that
has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting;
and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent function): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated: April 14, 2015 |
By: |
/s/
Bruce Schoengood |
|
|
Bruce
Schoengood |
|
|
Chief
Executive Officer |
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In
connection with the annual report of Medifirst Solutions, Inc. (the “Company”) on Form 10-K for the fiscal year
ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each
of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:
(1) The Report
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information
contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company
as of the dates and for the periods expressed in the Report.
Dated: April 14, 2015 |
By: |
/s/
Bruce Schoengood |
|
|
Bruce
Schoengood |
|
|
Chief
Executive Officer |
|
|
(Principal Executive Officer) |
Dated: April 14, 2015 |
By: |
/s/
Bruce Schoengood |
|
|
Bruce
Schoengood |
|
|
Chief
Financial Officer |
|
|
(Principal Accounting Officer) |