UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION STATEMENT
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☒
Preliminary
Information Statement
☐ Definitive Information Statement
☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-5(d)(2)
MEDIFIRST
SOLUTIONS INC.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(Set
forth the amount on which the filing fee is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
1)
Amount Previously Paid:
2)
Form, Schedule or Registration Statement No.:
3)
Filing Party:
4)
Date Filed:
MEDIFIRST
SOLUTIONS, INC.
4400
Route 9 South, Suite 1000
Freehold,
NJ 07728
Telephone
(732) 786-8044
Notice
of Proposed Action by Written Consent
of
the Holder of the
Majority
of the Voting Stock to be taken on or about September 19, 2017
To
the Stockholders of Medifirst Solutions, Inc.
The
enclosed Information Statement is to inform you that upon written consent by the holder of a majority of the voting stock of the
Company, the Company intends to take certain action as more particularly described in this Information Statement. The action will
be effected on or after 20 days from the date this Information Statement is mailed to stockholders, which mailing is expected
to be on or about August 29, 2017.
Only
stockholders of record at the close of business on August 15, 2017 will be given Notice of the Action by Written Consent. The
Company is not soliciting proxies.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO MEETING OF STOCKHOLDERS WILL BE HELD TO CONSIDER ANY MATTER WHICH
IS DESCRIBED IN THE INFORMATION STATEMENT
|
/s/ Bruce
Schoengood
|
|
President and Chief Executive Officer
|
MEDIFIRST
SOLUTIONS, INC.
4400
Route 9 South, Suite 1000
Freehold,
NJ 07728
Telephone
(732) 786-8044
INFORMATION
STATEMENT
PURSUANT
TO SETION 14(C) OF THE SECURITIES EXCHANEG ACT
OF
1934, AS AMENDED
CONSENT
ACTION BY STOCKHOLDERS WITHOUT A MEETING
This
Information Statement is furnished to all holders of the Common Stock of the Company in connection with proposed action by the
holder of the majority of the voting stock of the Company to approve an amendment
(“Amendment”)
to the Company’s
Articles of Incorporation to increase the authorized capital stock to 4,000,000,000 shares of Common Stock. The currently authorized
1,000,000 shares of Preferred Stock will remain unchanged. Our board of directors unanimously approved the Amendment.
The
action is proposed to occur on or about September 19, 2017. This Information Statement is first being mailed to stockholders on
or about August 29, 2017.
Only
stockholders of record at the close of business on August 15, 2017 are entitled to notice of the action to be taken. There will
be no vote on the Amendment by the stockholders of the Company because the proposed action will be accomplished by the written
consent of the holder of the majority voting power of the Company as allowed by NRS 78.320 of the Nevada General Corporation Law
(“Nevada Law”)
. No other votes are required or necessary.
The
cost of furnishing this Information Statement will be borne by the Company.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
Board of Directors has fixed the close of business on August 15, 2017 as the record date
(“Record Date”)
for
the determination of the common shareholders entitled to notice of proposed action by written consent. At the Record Date, the
Company had outstanding 625,753,750 shares of Common Stock, par value $0.0001 per share and 500,000 shares of Series A Preferred
Stock, par value $0.0001 per share., with voting rights. Bruce Schoengood, the Company’s President and CEO, who holds the
majority voting power on the Record Date, has signed a consent to the taking of the corporate action described. This consent will
be sufficient, without any further action, to provide the necessary stockholder approval of the action.
CORPORATE
ACTION TO BE TAKEN
Our
current authorized capital stock consists of 1,500,000,000 shares of Common Stock, par value $0.0001 per share, of which 625,753,750
shares are issued and outstanding and 1,000,000 shares of Preferred Stock, of which 500,000 are issued and outstanding as Series
A Preferred Stock, par value $0.0001 per share., with voting rights.
Management
believes that it is in the best interests of the Company and its shareholders that the authorized Common Stock be increased to
4,000,000,000 shares of Common Stock and that the authorized Preferred Stock remains at 1,000,000 shares. The increase in the
authorized Common Stock will provide the Company with needed equity securities to enable it to undertake financing transactions
in which the Company may employ its equity securities, including transactions to raise working capital through the sale of Common
Stock and/or Preferred Stock. Since the Board of Directors believes that the currently authorized number of shares may be not
be sufficient to meet anticipated needs in the immediate future, the Board considers it desirable that the Company has the flexibility
to issue an additional amount of Common Stock and Preferred Stock without further stockholder action, unless otherwise required
by law or other regulations. The availability of these additional shares will enhance the Company’s flexibility in connection
with any possible acquisition or merger, stock splits or dividends, financings and other corporate purposes and will allow such
shares to be issued without the expense and delay of a special stockholders’ meeting, unless such action is required by
applicable law or rules of any stock exchange on which the Company’s securities may then be listed.
The
creation of a new class of Common and/or Preferred Stock could have potential negative consequences on the voting power of existing
shareholders. For example, the creation of special voting rights such as the right to vote as a separate class on certain corporate
actions; the granting of voting rights equal to a certain multiple of shares held; or the right to convert into Common Stock on
greater than a one-for-one basis, all of which has the potential to decrease the voting power of the shares of Common Stock held
by existing shareholders.
In
certain circumstances, a proposal to increase the authorized capital stock may have an anti-takeover effect. The authorization
of classes of preferred or common stock with either specified voting rights or rights providing for the approval of extraordinary
corporate action may be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise gain
control of the Company by diluting the stock ownership of any persons seeking to obtain control of the Company. Management of
the Company might use the additional authorized capital stock to resist or frustrate a third-party transaction which might provide
an above-market premium that is favored by a majority of the independent shareholders. Management of the Company has no present
plans to adopt any proposals or to enter into other arrangements that may have material anti-takeover consequences. There are
no anti-takeover provisions in the Company’s Articles of Incorporation, Bylaws or other governing documents. The proposed
increase in the authorized Common Stock is not in response to or a result of any accumulation of Common Stock or threatened take-over
by a third party.
We
do not have any present plans, arrangements or understandings regarding the issuance of Common Stock or Preferred Stock other
than to issue our Common Stock to the holders of the Company’s currently issued and outstanding convertible securities upon
the exercise of the conversion rights under such securities. The proposed increase in our authorized capital stock is not intended
to be used for the purpose of acquiring another specified company.
DESCRIPTION
OF CAPITAL STOCK AND VOTING RIGHTS
Our
current authorized capital consists of 1,500,000,000 shares of Common Stock, par value $0.0001 per share and 1,000,000 shares
of Preferred Stock, par value $0.0001. As of the Record Date, there were 625,753,75shares of Common Stock issued and outstanding
and 500,000 shares of Series A Preferred Stock issued and outstanding with voting rights.. Each share of Series A Preferred Stock
has 2,000 votes per share. The holders of Common Stock and the holder of the Series A Preferred Stock vote as a single class on
all matters submitted for shareholder approval.
VOTE
REQUIRED FOR APPROVAL
NRS
78.380 of the Nevada Law provides for the scope of the amendments of the Articles of Incorporation allowed a Nevada corporation.
This includes the amendment of the Articles of Incorporation required to increase the authorized capital stock. The procedure
and requirements to effect an amendment to the Articles of Incorporation set forth in NRS 78.390 of the Nevada Act provides that
proposed amendments must first be adopted by the Board of Directors and then submitted to shareholders for their consideration
at an annual or special meeting and must be approved by shareholders holding at least the majority voting power of the Company.
NRS
78.320 of the Nevada Law provides that any action required to be taken at a special or annual meeting of the shareholders of a
Nevada corporation may be taken by written consent, in lieu of a meeting, if the consent is signed by stockholders holding at
least the majority of the voting power of the Company as would be necessary to authorize or take the action at a meeting at which
all shareholders entitled to vote were present and voted.
Bruce
Schoengood, who holds the majority voting power on the Record Date, has adopted, ratified and approved the amendment to the Articles
of Incorporation. No further votes are required or necessary to effect the proposed amendment.
DISSENTING
SHAREHOLDER RIGHTS
The
Nevada Law does not provide for dissenter’s rights of appraisal in connection with the Amendment.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS
AND
FIVE PERCENT STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of our Common Stock and Preferred Stock as of the Record
Date, with respect to: (i) each person known be the beneficial owner of more than five percent of our Common Stock; (ii) all directors;
and (iii) our directors and executive officers as a group. Each shareholder listed below possesses sole voting and investment
power with respect to the shares indicated.
Title of Class
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Name
and Address Beneficial Owner
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Number
of Shares
|
|
|
Percent
of Class
|
|
|
|
|
|
|
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|
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Common Stock
|
|
Bruce Schoengood
|
|
|
6,195,000
|
|
|
|
1.02
|
%
|
|
|
4400 Route 9 South, Ste. 1000
|
|
|
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Freehold NJ 07728
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Preferred Stock
|
|
Bruce Schoengood
|
|
|
500,000
|
|
|
|
100.00
|
%
|
|
|
4400 Route 9 South, Ste. 1000
|
|
|
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Freehold, NJ 97728
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All Officers and Directors as a group
(1 person)
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Common Stock
|
|
|
|
|
6,195,000
|
|
|
|
1.02
|
%
|
Preferred Stock
|
|
|
|
|
500,000
|
|
|
|
100.00
|
%
|
INTEREST
OF CERTAIN PERSONS IN
OR
OPPOSITION TO MATTERS TO BE ACTED UPON
No
person who has been a director or officer of the Company at any time since the beginning of the last fiscal year, nominee for
election as a director of the Company, nor associates of the foregoing persons has any substantial interest, direct or indirect,
in proposed amendment to the Company’s Articles of Incorporation which differs from that of other stockholders of the Company.
No director of the Company opposes the proposed amendment of the Company’s Articles of Incorporation or any of the other
corporate actions to be taken.
ADDITIONAL
INFORMATION
Additional
information concerning the Company, including its annual and quarterly reports for the previous twelve months which have been
filed with the Securities and Exchange Commission may be accessed through the Securities and Exchange Commission EDGAR archives
at www.sec.gov. Upon written request of any stockholder to the Company’s President, Bruce Schoengood, at 4400 Route 9 South,
Suite 1000, Freehold, NJ 07729, a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,
will be provided without charge and as well as the Company’s Quarterly Report on Form 10-Q for the period ended June 30,
2017.
Dated: August 29, 2017
|
By Order of the Board of Directors
|
|
|
|
/s/
Bruce Schoengood
|
|
President and Chief Executive Officer
|
4