UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2015
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to
_________
Commission File Number:
333-178825
MEDIFIRST
SOLUTIONS, INC.
(Exact name of registrant
as specified in its charter)
NEVADA |
|
27-3888260 |
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification Number) |
4400 Route 9 South, Suite 1000, Freehold
NJ 07728
(Address of principal executive
offices)
732-786-8044
(Issuer’s telephone
number)
(Former name, former address and former fiscal
year, if changed since last report) N/A
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See definition of “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
(check one) |
Large accelerated filer ☐ |
Accelerated filer
☐ |
Non-accelerated
filer ☐ |
Smaller reporting
company ☒ |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of
each of the issuer’s classes of common stock, as of the latest practicable date. As of May 19, 2015, there were 24,981,750
shares of Common Stock, $0.0001 par value, outstanding and 50,000 shares of Preferred Stock, .0001 par value, outstanding.
PART I. FINANCIAL INFORMATION |
|
|
Item 1. Financial Statements. |
3 |
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
19 |
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
21 |
|
|
Item 4. Controls and Procedures. |
21 |
|
|
PART II. OTHER INFORMATION |
|
|
Item 1. Legal Proceedings. |
22 |
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
22 |
|
|
Item 3. Defaults Upon Senior Securities. |
23 |
|
|
Item 4. Mine Safety Disclosures |
23 |
|
|
Item 5. Other Information. |
23 |
|
|
Item 6. Exhibits. |
23 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
MEDIFIRST SOLUTIONS, INC.
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2015 AND 2014
TABLE
OF CONTENTS |
|
|
Report
of Independent Registered Public Accounting Firm |
5 |
|
|
Financial
Statements |
|
|
|
Balance
Sheets |
6 |
|
|
Statements
of Operations |
7 |
|
|
Statement
of Changes in Stockholders' Equity |
8 |
|
|
Statements
of Cash Flows |
9 |
|
|
Notes
to Financial Statements |
10
- 18 |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders
and Board of Directors
Medifirst
Solutions, Inc.
We
have reviewed the accompanying balance sheet of Medifirst Solutions, Inc., (A Development Stage Company) as of March 31, 2015,
and the related statements of income, stockholders’ equity, and cash flows for the three-months ended March 31, 2015 and
2014. These financial statements are the responsibility of the company’s management.
We
conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review
of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of
the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based
on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements
for them to be in conformity with accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 8 to the financial statements, the Company has suffered a loss from operations and is in the development stage. These
factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this
matter are also discussed in Note 8. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/
David A. Aronson, CPA, P.A. |
|
David
A. Aronson, CPA. P.A.
North
Miami Beach, Florida
May
14, 2015
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Balance
Sheets
March
31, 2015 and December 31, 2014
(Unaudited)
| |
March 31, 2015 | | |
December 31, 2014 | |
ASSETS | |
| | |
| |
Current Assets: | |
| | |
| |
Cash | |
$ | 2,430 | | |
$ | - | |
Accounts receivable, net of allowance of $2,755 and $500, respectively | |
| 2,255 | | |
| 2,255 | |
Prepaid expenses | |
| 375 | | |
| 1,125 | |
Inventory | |
| 5,000 | | |
| 5,000 | |
Total current assets | |
| 10,060 | | |
| 8,380 | |
| |
| | | |
| | |
Equipment, net | |
| 5,922 | | |
| 6,338 | |
| |
| | | |
| | |
Other Assets | |
| | | |
| | |
Security deposit | |
| 1,065 | | |
| 1,065 | |
| |
| | | |
| | |
| |
$ | 17,047 | | |
$ | 15,783 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Cash overdraft | |
$ | - | | |
$ | 4,197 | |
Accounts payable and accrued expenses | |
| 25,703 | | |
| 19,425 | |
Accrued expenses - officer's compensation | |
| 325,000 | | |
| 300,000 | |
Due to related party | |
| 8,921 | | |
| 5,937 | |
Loans payable - stockholders | |
| 54,724 | | |
| 42,210 | |
6% convertible notes | |
| 5,850 | | |
| 5,975 | |
Total current liabilities | |
| 420,198 | | |
| 377,744 | |
| |
| | | |
| | |
Stockholders' Equity: | |
| | | |
| | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, 50,000 shares issued and outstanding | |
| 5 | | |
| 5 | |
Common stock, $0.0001 par value; 200,000,000 shares authorized, 24,781,750 and 22,481,750 shares issued and outstanding | |
| 2,478 | | |
| 2,248 | |
Additional paid in capital | |
| 261,975 | | |
| 258,755 | |
Deficit accumulated during development stage | |
| (667,609 | ) | |
| (622,969 | ) |
| |
| (403,151 | ) | |
| (361,961 | ) |
| |
| | | |
| | |
| |
$ | 17,047 | | |
$ | 15,783 | |
See
accompanying summary of notes to unaudited condensed financial statements.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Statements
of Operations
For
the Three Months Ended March 31, 2015 and 2014
(Unaudited)
| |
For the Three Months Ended March 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Product sales, net | |
$ | - | | |
$ | 47,079 | |
Cost of goods sold | |
| - | | |
| 45,895 | |
Gross income | |
| - | | |
| 1,184 | |
| |
| | | |
| | |
Expenses: | |
| | | |
| | |
Officer's compensation | |
| 25,000 | | |
| 25,000 | |
Advertising and promotion | |
| 1,283 | | |
| 2,575 | |
Computer and internet | |
| 710 | | |
| 410 | |
Consulting fees | |
| 4,802 | | |
| 118,643 | |
Professional fees | |
| 775 | | |
| 724 | |
Provision for bad debts | |
| 2,255 | | |
| - | |
Repairs and maintenance | |
| - | | |
| 124 | |
Trade shows | |
| - | | |
| 3,185 | |
Travel | |
| - | | |
| 2,680 | |
Other | |
| 11,734 | | |
| 3,739 | |
| |
| 46,559 | | |
| 157,080 | |
| |
| | | |
| | |
Net loss before other income, expenses and provision for income taxes | |
| (46,559 | ) | |
| (155,896 | ) |
| |
| | | |
| | |
Other income and (expenses) | |
| | | |
| | |
Interest expense | |
| (336 | ) | |
| (316 | ) |
Net loss before provision for income taxes | |
| (46,895 | ) | |
| (156,212 | ) |
| |
| | | |
| | |
Provision for income taxes | |
| - | | |
| - | |
| |
| | | |
| | |
Net loss | |
$ | (46,895 | ) | |
$ | (156,212 | ) |
| |
| | | |
| | |
Loss per common share - Basic and fully diluted | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Weighted average number of shares outstanding - Basic and fully diluted | |
| 23,290,959 | | |
| 14,680,958 | |
See
accompanying summary of notes to unaudited condensed financial statements.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Statement
of Stockholders' Equity
March
31, 2015
(Unaudited)
| |
Common Stock | | |
Preferred Class
A | | |
Additional Paid in | | |
Deficit Accumulated During Development | | |
Total Stockholders' | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Stage | | |
Equity | |
Balance - January 1, 2014 | |
| 13,781,750 | | |
$ | 1,378 | | |
| - | | |
$ | - | | |
$ | 64,740 | | |
$ | (330,256 | ) | |
$ | (264,138 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common shares for services $0.05
per share | |
| 1,000,000 | | |
| 100 | | |
| - | | |
| - | | |
| 49,900 | | |
| - | | |
| 50,000 | |
Issuance of common shares for services $0.05
per share | |
| 500,000 | | |
| 50 | | |
| - | | |
| - | | |
| 24,950 | | |
| - | | |
| 25,000 | |
Issuance of common shares
to repay debt at $0.0555 | |
| 450,000 | | |
| 45 | | |
| | | |
| - | | |
| 24,955 | | |
| - | | |
| 25,000 | |
Issuance of common shares for cash at $0.05
per share | |
| 200,000 | | |
| 20 | | |
| - | | |
| - | | |
| 9,980 | | |
| - | | |
| 10,000 | |
Issuance of common shares for cash at $0.05
per share | |
| 300,000 | | |
| 30 | | |
| - | | |
| - | | |
| 14,970 | | |
| - | | |
| 15,000 | |
Issuance of common shares for cash at $0.05
per share | |
| 200,000 | | |
| 20 | | |
| - | | |
| - | | |
| 9,980 | | |
| - | | |
| 10,000 | |
Issuance of common shares
upon partial conversion of note at $0.0001 per share | |
| 500,000 | | |
| 50 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 50 | |
Issuance of common shares for services $0.05
per share | |
| 450,000 | | |
| 45 | | |
| - | | |
| - | | |
| 22,455 | | |
| - | | |
| 22,500 | |
Issuance of common shares for services $0.13
per share | |
| 50,000 | | |
| 5 | | |
| - | | |
| - | | |
| 6,495 | | |
| - | | |
| 6,500 | |
Issuance of common shares
upon partial conversion of note at $0.0001 per share | |
| 400,000 | | |
| 40 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 40 | |
Issuance of preferred shares for services
$0.10 per share | |
| - | | |
| - | | |
| 50,000 | | |
| 5 | | |
| 4,995 | | |
| - | | |
| 5,000 | |
Issuance of common shares for services $0.09
per share | |
| 100,000 | | |
| 10 | | |
| - | | |
| - | | |
| 8,990 | | |
| - | | |
| 9,000 | |
Issuance of common shares for services $0.05
per share | |
| 250,000 | | |
| 25 | | |
| - | | |
| - | | |
| 12,475 | | |
| - | | |
| 12,500 | |
Issuance of common shares
upon partial conversion of note at $0.0001 per share | |
| 700,000 | | |
| 70 | | |
| - | | |
| - | | |
| 630 | | |
| - | | |
| 700 | |
Issuance of common shares
upon partial conversion of note at $0.0001 per share | |
| 1,000,000 | | |
| 100 | | |
| - | | |
| - | | |
| 900 | | |
| - | | |
| 1,000 | |
Issuance of common shares
upon partial conversion of note at $0.0001 per share | |
| 1,100,000 | | |
| 110 | | |
| - | | |
| - | | |
| 990 | | |
| - | | |
| 1,100 | |
Issuance of common shares
upon partial conversion of note at $0.0001 per share | |
| 1,500,000 | | |
| 150 | | |
| - | | |
| - | | |
| 1,350 | | |
| - | | |
| 1,500 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (292,713 | ) | |
| (292,713 | ) |
Balance - December 31, 2014 | |
| 22,481,750 | | |
| 2,248 | | |
| 50,000 | | |
| 5 | | |
| 258,755 | | |
| (622,969 | ) | |
| (361,961 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common shares
upon partial conversion of note at $0.0001 per share | |
| 1,000,000 | | |
| 100 | | |
| - | | |
| - | | |
| 900 | | |
| - | | |
| 1,000 | |
Cancellation of common shares
to recapitalize company | |
| (500,000 | ) | |
| (50 | ) | |
| - | | |
| - | | |
| 50 | | |
| - | | |
| - | |
Issuance of common shares
upon partial conversion of note at $0.0001 per share | |
| 1,000,000 | | |
| 100 | | |
| - | | |
| - | | |
| 900 | | |
| - | | |
| 1,000 | |
Issuance of common shares
upon partial conversion of note at $0.0005 per share | |
| 800,000 | | |
| 80 | | |
| - | | |
| - | | |
| 320 | | |
| - | | |
| 400 | |
Contribution to additional
paid in capital | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,050 | | |
| - | | |
| 1,050 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (46,895 | ) | |
| (46,895 | ) |
Balance - March 31, 2015 | |
| 24,781,750 | | |
$ | 2,478 | | |
| 50,000 | | |
$ | 5 | | |
$ | 261,975 | | |
$ | (669,864 | ) | |
$ | (405,406 | ) |
See
accompanying summary of notes to unaudited condensed financial statements.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Statements
of Cash Flows
For
the Three Months Ended March 31, 2015 and 2014
(Unaudited)
| |
For the Three Months Ended March 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Cash flows from operating activities: | |
| | |
| |
Net loss | |
$ | (46,895 | ) | |
$ | (10,391 | ) |
Adjustments to reconcile net loss to net cash used by operating activities: | |
| | | |
| | |
Depreciation expense | |
| 416 | | |
| 58 | |
Provision for doubtful accounts | |
| 2,255 | | |
| - | |
Prepaid expenses | |
| 750 | | |
| - | |
Accounts payable and accrued expenses | |
| 31,278 | | |
| 23,917 | |
Common stock issued to repay loan | |
| 2,400 | | |
| - | |
Capitalized rent expense | |
| 1,050 | | |
| - | |
Net cash used by operating activities | |
| (8,746 | ) | |
| 13,584 | |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Cash overdraft | |
| (4,197 | ) | |
| - | |
Proceeds from issuance of common stock | |
| - | | |
| 860 | |
Due to related party | |
| 2,984 | | |
| | |
Shareholder's loan | |
| 12,514 | | |
| (2,971 | ) |
6% convertible notes | |
| (125 | ) | |
| (860 | ) |
Net cash provided by financing activities | |
| 11,176 | | |
| (2,971 | ) |
| |
| | | |
| | |
Net increase in cash | |
| 2,430 | | |
| 10,613 | |
Cash at beginning of period | |
| - | | |
| 474 | |
Cash at end of period | |
$ | 2,430 | | |
$ | 11,087 | |
| |
| | | |
| | |
Supplemental cash flow information: | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | |
Interest | |
$ | 336 | | |
$ | 65 | |
Income taxes | |
$ | - | | |
$ | - | |
Non-cash transactions: |
|
During the periods ended March 31, 2015 and 2014, the Company capitalized rent expense of $1,050 and $-0-, respectively. |
See
accompanying summary of notes to unaudited condensed financial statements.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2015
Note 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Medifirst
Solutions, Inc. was incorporated in Nevada in November 2010. The Company is in the development stage and intends to have a diverse
product line of consumer products. Since inception, the Company has been engaged in business planning activities, including researching
the industry, identifying target markets for the Company's products, developing the Company's models and financial forecasts,
performing due diligence regarding potential geographic locations most suitable for establishing the Company's offices and identifying
future sources of capital. At the present time, the Company is building products and affiliations in and related to the cosmetic
healthcare industry. The Company is developing products and programs, specifically the Time Machine Program in the anti-aging
sector using laser technology. The Company is a dealer for Atmospheric Water Solutions, Inc. to sell water machines that makes
drinking water from air.
Basis
of Presentation
The
accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles
for interim financial information. Certain information and footnote disclosures normally included in annual financial statements
prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such principles
and regulations of the Securities and Exchange Commission for Form 10-Q. All adjustments, consisting of normal recurring adjustments,
have been made which, in the opinion of management, are necessary for a fair presentation of the results of interim periods. The
results of operations for such interim periods are not necessarily indicative of the results that may be expected for a full year
because of, among other things, seasonality factors in the retail business. The unaudited financial statements contained herein
should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2014.
Revenue
Recognition
In
general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product
delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The
following policies reflect specific criteria for the various revenues streams of the Company:
Revenue
will be recognized at the time the product is delivered or services are performed. Provision for sales returns will be estimated
based on the Company's historical return experience. Revenue will be presented net of returns.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2015
Note 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Segment
Information
The
Company follows Accounting Standards Codification ("ASC") 280, "Segment Reporting". The Company currently
operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.
Net Loss
Per Common Share
Basic
net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period.
Diluted net (loss) income per common share adjusts the weighted average common shares for the potential dilution that could occur
if common stock equivalents (convertible debt and preferred stock, warrants, stock options and restricted stock shares and units)
were exercised or converted into common stock.
Income
Taxes
Deferred
income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws
and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation
allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or
some portion, of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change
in deferred tax assets and liabilities.
ASC
740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood
of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming
that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets
this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty
percent likely to be realized upon effective settlement with a taxing authority.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2015
Note 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock-Based
Compensation
The
Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC
718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using
an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if
actual forfeitures differ from initial estimates.
Equity
instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the
fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument
is satisfied or there is a significant disincentive for non-performance.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Equipment
Equipment,
consisting of computer equipment, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line
method over the estimated useful lives of the assets, of five years.
The
Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in circumstances indicate the
carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of
an asset exceeds the estimated future cash flows, an impairment loss will be recorded by the amount the carrying value exceeds
the fair value of the asset.
Reclassifications
Certain
prior year amounts have been reclassified to conform with the current year presentation.
Recent
Pronouncements
There
are no recent accounting pronouncements that apply to the Company.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2015
Note 2.
EQUIPMENT (NET)
Equipment
is recorded at cost and consisted of the following at March 31, 2015 and 2014:
| |
2015 | | |
2014 | |
Computer equipment | |
$ | 8,314 | | |
$ | 5,758 | |
| |
| 8,314 | | |
| 5,758 | |
| |
| | | |
| | |
Less: accumulated depreciation | |
| (2,392 | ) | |
| (847 | ) |
| |
| | | |
| | |
| |
$ | 5,922 | | |
$ | 4,911 | |
Depreciation
for the three months ended March 31, 2015 and 2014 was $416 and $288, respectively.
Note 3.
LOANS PAYABLE - STOCKHOLDERS
During
the periods ended March 31, 2015 and 2014 a stockholder of the Company advanced the Company $20,670 and $12,530, respectively.
The loan has a balance of $47,999 at March 31, 2015, bears no interest and is payable on demand.
In
January 2012. the Company issued a promissory note to a stockholder in the amount of $5,000 with interest payable at 20%. Principal
and interest were due and payable on July 2, 2012. In March 2015, the note was amended to provide the note holder with the option
to convert the note to the Company's common stock at $0.0005 per share. In March 2015, in a private transaction, the note holder
transferred $400 of note principal to a third party who subsequently converted this portion of the note into 800,000 shares of
the Company's common stock. At March 31, 2015, $4,600 of the original note principal remains due and payable.
In
December 2012, the Company issued a promissory note to a stockholder in the amount of $5,000 with interest at 10%. Principal and
interest were due and payable on June 2, 2013. In April 2014, the note was amended to provide the note holder with the option
to convert the note into the Company's common stock at $0.0001 per share. In July 2014, in a private transaction, the note holder
transferred $1,000 of note principal to a third party. In August 2014, the holder of this portion of note principal converted
it into 1,000,000 shares of the Company's common stock. In October 2014, the holder converted $1,500 of note principal into 1,500,000
shares of the Company's common stock at $0.001 per share. In 2015, in two private transactions, the holder of the note transferred
$2,000 of note principal to two unrelated individuals. These individuals converted their shares of the note into 2,000,000 shares
of the Company's common stock at $0.0001 per share. At March 31, 2015, $500 of the original note principal remains due and payable.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2015
Note 3.
LOANS PAYABLE - STOCKHOLDERS (continued)
At
March 31, 2014, the Company was indebted to a stockholder in the amount of $1,500. The loan has an interest of 26.7%. Principal
and accrued interest were due and payable on January 1, 2014.
Note 4.
6% CONVERTIBLE NOTES
In
March 2011, the Company issued $800 aggregate principal amount of 6% convertible notes due in January 2012. Interest on the notes
accrue at the rate of 6% per annum and are payable when the notes mature. The notes matured prior to conversion but have not been
repaid. Interest continues to accrue at the rate of 6% per annum.
The
holder of one of the notes converted $110 of note principal into 1,100,000 shares of common stock as follows:
Date of Conversion | |
Principal Amount Converted | | |
Conversion Rate | | |
Shares Received | |
June 2013 | |
$ | 70 | | |
$ | 0.0001 | | |
| 700,000 | |
August 2013 | |
$ | 40 | | |
$ | 0.0001 | | |
| 400,000 | |
In
August 2013, in a private transaction, the same note holder transferred $330 of the remaining note principal plus $55 in accrued
interest to a third party.
In
August 2013, in a private transaction, the new note holder transferred $5 of the remaining note principal to a third party who
then converted the note into 50,000 shares of common stock.
In
September 2013, the new note holder converted $100 of note principal into 1,000,000 shares of common stock.
In
September 2013, in a private transaction, the new note holder transferred $35 of the remaining note principal to a third party
who then converted the note into 350,000 shares of common stock.
In
November and December 2013, the new note holder converted an additional $90 of note principal into 900,000 shares of common stock
as follows:
Date of Conversion | |
Principal Amount Converted | | |
Conversion Rate | | |
Shares Received | |
November 2013 | |
$ | 40 | | |
$ | 0.0001 | | |
| 400,000 | |
December 2013 | |
$ | 50 | | |
$ | 0.0001 | | |
| 500,000 | |
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2015
Note 4.
6% CONVERTIBLE NOTES (continued)
In
March and April 2014, the new note holder converted an additional $90 of note principal into 900,000 shares of common stock as
follows:
Date of Conversion | |
Principal Amount Converted | | |
Conversion Rate | | |
Shares Received | |
March 2014 | |
$ | 50 | | |
$ | 0.0001 | | |
| 400,000 | |
April 2014 | |
$ | 40 | | |
$ | 0.0001 | | |
| 500,000 | |
Subsequent
to these conversions there remains $125 in note principal.
In
July 2013, the holder of the second note converted $240 of note principal into 400,000 shares of the Company's common stock at
$0.0006 per share. At March 31, 2015, the note had a remaining principal balance of $60.
At
any time on or after the maturity date, the holders of the notes, have the option of converting any of the unpaid principal and
interest into the Company's common stock. The notes plus any accrued but unpaid interest are convertible at the rate of $0.0001
per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or, 2,440,732 shares
at March 31, 2015.
In
May 2012, the Company issued a $25,000, 6% per annum note that matured in November 2012. In December 2012 the note was amended
to be a convertible note. Interest on the note accrues at 6% and is payable when the note matures.
The
holder of the $25,000 note had the option of converting it at any time prior to maturity. The note plus any accrued but unpaid
interest were convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued
and outstanding common stock. The holder of the note converted $1,010 of note principal into 1,010,000 shares of common stock
as follows:
Date of Conversion | |
Principal Amount Converted | | |
Conversion Rate | | |
Shares Received | |
December 2012 | |
$ | 150 | | |
$ | 0.001 | | |
$ | 150,000 | |
January 2013 | |
$ | 660 | | |
$ | 0.001 | | |
$ | 660,000 | |
March 2013 | |
$ | 200 | | |
$ | 0.001 | | |
$ | 200,000 | |
In
July 2013, the Company retired $14,000 of note principal in payment for consulting services provided to the note holder.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2015
Note 4.
6% CONVERTIBLE NOTES (continued)
In
July 2013, in a private transaction, the note holder transferred the remaining note principal balance of $9,900 to a third party.
In
July 2013, the note holder converted $300 of note principal into 300,000 shares of the Company's common stock. The remaining principal
on this portion of the note at March 31, 2014 is $4,815. The note holder has the option of converting the balance at any time
with the approval of the Board of Directors. The note plus any accrued but unpaid interest are convertible at the rate of $0.001
per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 2,440,732 shares
at March 31, 2015.
In
August 2013, in a private transaction, the new note holder transferred $4,475 of principal to a stockholder of the company.
In
September 2013, the note holder converted $400 of note principal into 400,000 shares of the Company's common stock at $0.001 per
share.
In
August 2013, the note holder/stockholder converted $700 of note principal into 700,000 shares of the Company's common stock at
$0.001 per share. In October 2013, in a private transaction, this note holder transferred $1,000 of note principal to a third
party of which $700 was converted into 700,000 shares in June 2014. The remaining principal balance on this portion of the note
at March 31, 2015 is $2,075. The note holder has the option of converting the balance at any time with the approval of the Board
of Directors. The note plus any accrued but unpaid interest are convertible at the rate of $0.001 per share at the time of conversion
up to a maximum of 9.99% of the then issued and outstanding common stock, or 2,440,732 shares at March 31, 2015.
Note 5.
STOCKHOLDERS' EQUITY
In
January 2015, the Company issued 1,000,000 shares of common stock at $0.001 per share as partial conversion of a note (See note
4).
In
February 2015, a stockholder of the Company returned 500,000 shares of common stock to recapitalize the Company.
In
February 2015, the Company issued 1,000,000 shares of common stock at $0.001 per share as partial conversion of a note (See note
4).
In
March 2015, the Company issued 800,000 shares of common stock at $0.0005 per share as partial conversion of a note (See note 3).
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2015
Note 6.
COMMITMENTS AND CONTINGENCIES
The
Company currently leases its offices on a month to month basis from the Company's President and stockholder for $525 per month.
Capitalized
rent expense for the three months ended March 31, 2015 and 2014, totaled $1,050 and $-0-, respectively.
Note 7.
INCOME TAXES
The
provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before
provision for income taxes. The sources and tax effects of the differences are as follows:
Income tax provision at the federal statutory rate | |
| 39 | % |
Effect of operating losses | |
| (39 | )% |
| |
| 0 | % |
As
of March 31, 2015, the Company has a net operating loss carryforward of approximately $211,000. This loss will be available to
offset future taxable income. If not used, this carryforward will begin to expire in 2030. The deferred tax asset relating to
the operating loss carryforward has been fully reserved at March 31, 2015. The principal difference between the operating loss
for income tax purposes and reporting purposes results from the issuance of common shares for services.
Note 8.
BASIS OF REPORTING
The
Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business.
The
Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve
its operating plan, which is long-range in nature. For the period from inception to March 31, 2015, the Company incurred a net
loss of approximately $665,000. In addition, the Company has no significant assets or revenue generating operations.
Medifirst
Solutions, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2015
Note 8.
BASIS OF REPORTING (continued)
The
Company currently does not have sufficient cash to sustain itself for the next 12 months, and will require additional funding
in order to execute its plan of operations and to continue as a going concern. To meet its cash needs, management expects to raise
capital through a private placement offering. In the event that this funding does not materialize, certain stockholders have agreed,
orally, to loan, on a non-interest bearing demand basis, sufficient funds to maintain the Company's operations for the next 12
months.
The
financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue
as a going concern.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This
section must be read in conjunction with the Audited Financial Statements included in this Prospectus.
Plan of Operation
Medifirst
Solutions, Inc. was incorporated in Nevada in November 2010. The Company is in the development stage and intends
to have a diverse product line of consumer products. Since inception, the Company has been engaged in business planning activities,
including researching the industry, identifying target markets for the Company's products, developing the Company's models and
financial forecasts, performing due diligence regarding potential geographic locations most suitable for establishing the Company's
offices and identifying future sources of capital. At the present time, the Company is building products and affiliations
in and related to the cosmetic healthcare industry. The Company is developing products and programs, specifically the Time
Machine Program in the anti-aging sector using laser technology. The Company is a dealer for Atmospheric Water Solutions,
Inc. to sell water machines that makes drinking water from air.
See “Description
of Business” contained herein.
Our auditors
have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an
on-going business for the next twelve (12) months. Our auditors’ opinion is based on the uncertainty of our ability to establish
profitable operations. The opinion results from the fact that we have not generated significant revenues. Accordingly,
we must raise cash from operations or from investments by others in our Company to continue our operations.
Our sole officer
and director is responsible for our managerial and organizational structure, which will include preparation of disclosure
and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the
administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the
controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
Our intended
plan of operations is to generate revenue from our diverse divisions of operation. We believe that diversification of our interests
will help generate revenues.
Cosmetic and Anti-Aging Division
Medifirst continues to develop its division that focuses
on anti-aging and non-invasive and minimally invasive cosmetic procedures. We are in development of a mobile laser unit and a treatment
protocol called The Time Machine Program for wrinkles, hyperpigmentation, skin spots, acne and various skin related concerns.
The Time Machine Program is a valuable practice building
tool. By taking advantage of the many opportunities there are to promote a practice, a healthcare business can turn this investment
into new patients, new procedures and new profits. As healthcare businesses develop their knowledge of diagnosis and application,
they can realize ways to expand their patient base and catalog of in-office procedures as they integrate the program in to their
practice.
The Market
In a recent report by iData Research, a leading
authority in pharmaceutical market research, the market for cosmetic plastic surgery, facial aesthetics and medical lasers is expected
to almost double in size, exceeding $3 billion by 2017. The market for Botox injections is expected grow to an estimated $543 million
by 2017. In addition to Botox, competitor Dysport is rapidly growing in the market. Juviderm and Restylane facial dermal fillers
are also growing in the lucrative injectable filler market. iData’s report states that the U.S. market for aesthetic facial
injectable products is valued at almost $860 million in 2010.
The cosmeceutical industry is rapidly growing,
with expected double-digit growth during the next 3 years. Although demand is growing, competition is also increasing with the
entry of mass-market chains and alternative treatment options. In addition to the major manufacturers, doctor brands are penetrating
the market and taking a significant market share. According to another recent market report published by Transparency Market Research
"Skincare Devices Market (Lasabrasion, Microdermabrasion, Liposuction, LED Therapy, Dermatoscopes, Skin Rejuvenation, Cellulite
Reduction, Skin Tightening & Body Contouring and Hair Removal) - Global Industry Analysis, Size, Share, Growth, Trends and
Forecast, 2012 - 2018," in 2011, the global skincare devices market was valued at USD 5.4 billion and is expected to grow
at a CAGR of 10.1% from 2012 to 2018, to reach an estimated value of USD 10.7 billion in 2018. The market for LED therapy devices
accounted for the largest share of the total market for treatment devices whereas the lasabrasion devices market is expected to
record the highest growth during the forecast period. The rising numbers of liposuction and hair removal procedures make these
market segments highly attractive in terms of revenue and CAGR. Worldwide acceptance and use of laser and light based devices for
aesthetic treatments will drive growth in future.
Atmospheric Water Solutions
The Company is a
dealer and sales representative for Atmospheric Water Solution (“AWS”), a Florida based company that generates water
by using an advanced patented technology. The water generating machines extract water directly from the air we breathe. By using
a patented, advanced filtration and purification system, AWS machines purify water to the cleanest, purest standards in the world.
The Company is the exclusive distributor for tradeshows within the US for the entire spa and wellness industry and will seek to
expand to international sales as well. The units operate on standard 110V power and on average one gallon of water generated will
cost about 10 cents. The units start as a table top model generating up to three gallons a day to large standing machines making
up to 400 gallons a day.
The Market
Across the globe
consumers have reached into their pockets to the tune of $50 billion dollars this year to purchase bottled water. In the United
States consumers have reached into their pocket to the tune of $10.8 billion dollars to purchase bottled water, which is a tremendous
statement as to consumer’s support of the bottled water industry. The latest upward trend in the purchasing power of bottled water
was reflected in 2006 when total bottled water volume exceeded 8.25 billion gallons, a 9.5 percent increase over 2005, and the 2006
bottled water per capita consumption level of 27.6 gallons increased by over two gallons, from 25.4 gallons per capita the previous year.
Additionally, the wholesale sales for bottled water in 2006 increased 8.5 percent over 2005. Today bottled water is the
fastest-growing beverage category in the world and the preferred beverage of choice in our present on-the-go society.
Results of Operations
Quarterly Period Ended March 31, 2015
Revenues
During the
quarterly period ended March 31, 2015 and 2014, we generated $-0- and $47,079 in revenues, respectively.
We expect revenues
for the short term to remain minimal, however we believe revenues will increase after execution of our business plans.
Expenses
For
the quarterly period ended March 31, 2015 and 2014, expenses were $46,569 and $157,080, respectively.
We expect
expenses for 2015 to trend upward as we continue to incur additional expenses necessary to grow our business.
Legal and Accounting
For the quarterly
period ended March 31, 2015 and 2014 professional fees were $775 and $724, respectively.
We expect
professional fees for 2015 to trend marginally upward as we pursue operations in the ordinary course of business, though we will
continue to incur additional expenses as a result of our being a publicly traded company. This includes corporate legal,
accounting, stockholder and SEC filing expenses.
Other Income/(Expense)
For the quarterly
period ended March 31, 2015 and 2014, other expenses was $336 and $316, respectively.
Expense
for the three months ended March 31, 2015 and 2014 consisted of interest expense.
Net Income/(Loss)
For the quarterly period ended March 31, 2015 and 2014
the company had a net loss of $46,895 and $156,212.
Liquidity and Capital Resources
Since incorporation,
we have financed our operations through the private placement of our common stock to selected investors and periodic borrowings
from our stockholders. At March 31, 2015 and 2014, our principal sources of liquidity included cash and cash equivalents of $2,430
and $- 0-, respectively.
As of March
31, 2015, we did not have any significant commitments for capital expenditures.
If we do
not generate sufficient cash flow to support our operations over the next twelve (12) months, in order to continue as a going
concern we may need to raise additional capital by issuing capital stock in exchange for cash. There are no formal
or informal agreements to attain such financing. The Company’s ability to obtain additional capital on acceptable
terms is subject to a variety of uncertainties, including: investors’ perception of, and demand for, securities of companies
in our industry; conditions of the U.S. and other capital markets in which we may seek to raise funds; future results of operations,
financial condition and cash flow. Therefore, the Company’s management cannot assure that financing will be available in
amounts or on terms acceptable to the Company, or if at all. Any failure by the Company’s management to raise additional
funds on terms favorable to the Company could have a material adverse effect on the Company’s liquidity and financial condition.
Critical Accounting Policies
Our significant accounting
policies are summarized in Note 1 of our consolidated financial statements. While all these significant accounting policies impact
our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical
are those policies that have the most significant impact on our financial statements and require management to use a greater degree
of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our
consolidated results of operations, financial position or liquidity for the periods presented in this report.
Off Balance Sheet Arrangements
The Company has no off-balance
sheet arrangements.
Recently Adopted Accounting Pronouncements
Please see Note 2 of our
consolidated financial statements that describe the impact, if any, from the adoption of Recent Accounting Pronouncements.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
The Company is a smaller reporting company,
as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls
and Procedures
Our management has evaluated, under
the supervision and with the participation of our principal executive and principal financial officers, the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our principal executive and financial
officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective
in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported
in a timely manner, and (2) accumulated and communicated to our management, including our principal executive and financial officers,
as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over
Financial Reporting
There have been no changes in our internal
control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Recent Sales of Unregistered Securities
In January 2015 the Company issued 1,000,000 shares of common
stock at .001 per share pursuant to the exercise of conversion rights under the terms of a convertible promissory note.
In February 2015 the Company issued 1,000,000 shares of
common stock at .001 per share pursuant to the exercise of conversion rights under the terms of a convertible promissory note.
In March 2015 the Company issued 800,000 shares of common
stock at .001 per share pursuant to the exercise of conversion rights under the terms of a convertible promissory note.
Each of these transactions was exempt from the registrations
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a) (2) thereof. In the alternative, the common stock
is an exempt security pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
Promissory Notes:
In March 2011, the Company issued a promissory note
to a stockholder in the amount of $300. On July 2013, the note was amended to provide the note holder with the privilege to convert
the note to the Company's common stock at $0.0006 per share. Note Balance $60.
In January 2012, the Company issued a promissory note
to a stockholder in the amount of $5,000 with interest at 20% per annum. Principal and interest were due and payable on July 2,
2012. March 5, 2015, the note was amended to provide the note holder with the privilege to convert the note to the Company's common
stock at $0.0005 per share. Note Balance $4600.
In December 2012, the Company issued a promissory
note to a stockholder in the amount of $5,000 with interest at 10% per annum. Principal and interest were due and payable on July
3, 2013. April 2014, the note was amended to provide the note holder with the privilege to convert the note to the Company's common
stock at $0.001 per share. Note Balance $500.
In May 2012, the Company issued a promissory note
to a stockholder in the amount of $25,000 with interest at 10% per annum. Principal and interest were due and payable on
November, 2012. On December 2014, the note was amended to provide the note holder with the privilege to convert the note to
the Company's common stock at $0.0001 per share. Effective April 2013, the Company and Note Holder entered into a second
amendment of he Note which reduced the principal balance of the Note to $9,900 by crediting $14,000 to consulting services
provide by Note Holder to the Company. On June 2013 the note was sold to two parties. A $5,000 and $4,900 portion of the note
was sold to two new note holders. The $5,000 Note has a balance of $3,715 and the $4,900 Note has a balance of $2,075.
In July 2013, the Company issued a promissory note to
a stockholder in the amount of $1,500. Principal and interest were due and payable on January 2014. January 2015, the note was
amended to provide the note holder with the privilege to convert the note to the Company's common stock at $0.0004 per share. Note
Balance $1500
In January 2015, the Company issued a promissory note
to a stockholder in the amount of $1,000. Principal and interest were due and payable on July 2015. January 2015, the note was
amended to provide the note holder with the privilege to convert the note to the Company's common stock at $0.0001 per share. Note
Balance $1000
In April 2015, the Company issued a promissory note
to a stockholder in the amount of $3,000. Principal and interest were due and payable on October 2015. Note Balance $3000
At any time on or after the maturity date, with the
approval of the Board of Directors, the holders of the notes have the option of converting any of the unpaid principal and interest
into the Company's common stock. The notes plus any accrued but unpaid interest are convertible at the time of conversion up to
a maximum of 9.99% of the then issued and outstanding common stock.
Purchases of Equity Securities by
the Issuer and Affiliated Purchasers
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information.
There have been no material changes to the procedures by
which security holders may recommend nominees to the Registrant’s board of directors.
Item 6. Exhibits.
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of the Chief Executive Officer and Principal Executive Officer Pursuant to 13a-14
and 15d-14 of the Securities Exchange Act of 1934. |
| 32.1 | Certification of the Chief Financial Officer and Principal Financial Officer Pursuant to 13a-14
and 15d-14 of the Securities Exchange Act of 1934. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned hereunto
duly authorized.
May 19, 2015
|
By |
/s/
Bruce Schoengood |
|
Bruce Schoengood |
|
Chief Executive Officer |
|
(Principal Executive Officer) |
|
|
|
|
By |
/s/ Bruce Schoengood |
|
Bruce Schoengood |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
24
Exhibit 31.1
CERTIFICATIONS OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES
13A-14 AND 15D-14
OF THE SECURITIES
EXCHANGE ACT OF 1934
I, Bruce Schoengood, certify that:
| 1) | I
have reviewed this quarterly report on Form 10-Q of MEDIFIRST SOLUTIONS, INC; |
| 2) | Based
on my knowledge, this quarterly 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 quarterly report; |
| 3) | Based
on my knowledge, the financial statements and other financial information included in
this quarterly 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 quarterly report; |
| 4) | The
registrant’s other certifying officer 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 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 quarterly 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 quarterly report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this quarterly report based on
such evaluation; and |
| d. | Disclosed
in this quarterly report any changes in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal quarter
that has materially affected, or is reasonably 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 registrant’s board of directors (or persons
performing the equivalent functions): |
| 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. |
Date
May 19, 2015 |
/s/
Bruce Schoengood |
|
Bruce Schoengood |
|
Chief Executive
Officer and President |
|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13A-14 AND 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Bruce Schoengood, certify that:
| 1) | I
have reviewed this quarterly report on Form 10-Q of MEDIFIRST SOLUTIONS, INC; |
| 2) | Based
on my knowledge, this quarterly 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 quarterly report; |
| 3) | Based
on my knowledge, the financial statements and other financial information included in
this quarterly 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 quarterly report; |
| 4) | The
registrant’s other certifying officer 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 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 quarterly 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 quarterly report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this quarterly report based on
such evaluation; and |
| d. | Disclosed
in this quarterly report any changes in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal quarter
that has materially affected, or is reasonably 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 registrant’s board of directors (or persons
performing the equivalent functions): |
| 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. |
Date May 19, 2015 |
/s/
Bruce Schoengood |
|
Bruce Schoengood |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
Exhibit 32.1
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 Quarterly Report of
MEDIFIRST SOLUTIONS, INC. (“Company”) on Form 10-Q for the quarter ending March 31, 2015, as filed with the Securities
and Exchange Commission on the date hereof (“Report”), the undersigned, in the capacities and on the date indicated
below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that to his knowledge:
| 1) | The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and |
| 2) | The
information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company. |
Date May 19, 2015
|
By |
/s/
Bruce Schoengood |
|
|
Bruce Schoengood |
|
|
Chief Executive
Officer |
|
|
(Principal
Executive Officer) |
|
|
|
|
By |
/s/
Bruce Schoengood |
|
|
Bruce Schoengood |
|
|
Chief Financial
Officer |
|
|
(Principal
Financial Officer) |