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EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 13A-14 AND 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934. - Medifirst Solutions, Inc.f10q0912ex31i_medifirst.htm
EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - Medifirst Solutions, Inc.f10q0912ex32i_medifirst.htm
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EX-31.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 13A-14 AND 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934. - Medifirst Solutions, Inc.f10q0912ex31ii_medifirst.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  September 30, 2012

OR

o 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
 
23-3888260
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification Number)
     
4400  North Federal Highway, Suite 54
Boca Raton FL 33431
(Address of principal executive offices)

561-558-6872
 (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 x 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

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 o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of  November 8,  2012, there were 6,521,750 shares of Common Stock, $0.001 par value, outstanding.
 
 
 

 

PART I.
FINANCIAL INFORMATIO
 
Item 1.
Financial Statements.
3
 
Condensed Consolidated Balance Sheets
3
 
Condensed Consolidated Statements of Operations
4
 
Consolidated Statements of Comprehensive Income (Loss)
5
 
Condensed Consolidated Statements of Cash Flows
6
 
Notes to Condensed Consolidated Financial Statements
7
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
15
 
Note Regarding Forward Looking Statements
 
 
Overview
 
 
Critical Accounting Policies
 
 
Results of Operations
 
 
Liquidity and Capital Resources
 
 
Off-Balance Sheet Arrangements
 
     
Item 3.  
Quantitative and Qualitative Disclosures About Market Risk.
17
     
Item 4.  
Controls and Procedures.
17
 
PART II.
OTHER INFORMATION
 
Item 1. 
 Legal Proceedings.
17
     
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds.
17
     
Item 3.  
Defaults Upon Senior Securities.
17
     
Item 4.  
Submission of Matters to a Vote of Security Holders
17
     
Item 5.  
Other Information.
17
     
Item 6.  
Exhibits.
18
 
 
 

 
 
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.
 
Medifirst Solutions, Inc.
(A Development Stage Company)
Balance Sheet
Condensed Balance Sheets
September 30, 2012 and December 31, 2011
 
ASSETS
 
   
September 30, 2012
   
December 31, 2011
 
   
(Unaudited)
       
             
Current Assets:
           
Cash
  $ 2,370     $ 33,409  
Total current assets
    2,370       33,409  
                 
Property, Plant and Equipment, net
    5,487       5,606  
                 
Other Assets
               
Security deposit
    265       265  
                 
    $ 8,122     $ 39,280  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
Liabilities
               
Accounts payable and accrued expenses
  $ 5,518     $ 7,824  
Loan payable - stockholder
    15,370       14,773  
6% convertible notes
    30,800       800  
Total current liabilities
    51,688       23,397  
                 
Stockholders' Equity:
               
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, no shares
               
issued and outstanding, respectively
    -       -  
Common stock, $0.0001 par value; 200,000,000 shares authorized,
               
6,521,750 shares issued and outstanding
    652       652  
Additional paid in capital
    56,476       56,476  
Deficit accumulated during development stage
    (100,694 )     (41,245 )
      (43,566 )     15,883  
                 
    $ 8,122     $ 39,280  
 
See accompanying summary of notes to unaudited condensed financial statements.
 
 
3

 
 
Medifirst Solutions, Inc.
(A Development Stage Company)
Condensed Statements of Operations
For the Nine Months Ended September 30, 2012 and for the Period
From November 8, 2010  (Inception) to September 30, 2012
 
   
  From
November 8,
2010
(Inception) to September 30,
     
For the Three Months Ended
September 30,
     
For the Nine Months Ended
September 30,
 
    2012    
2012
   
2011
   
2012
   
2011
 
                               
Consulting fee revenue
  $ 33,300     $ -     $ 17,800     $ -     $ 33,300  
Product sales, net
    10,959       -       -       -       10,976  
      44,259       -       17,800       -       44,276  
Cost of goods sold
    1,893       -       -       -       1,893  
Gross income
    42,366       -       17,800       -       42,383  
                                         
Expenses:
                                       
Officer's compensation
    7,500       -       -       -       7,500  
Advertising and promotion
    18,872       140       6,762       2,061       9,133  
Computer and internet
    8,764       1,003       736       3,332       1,007  
Fees
    12,249       12,000       -       12,249       -  
Professional fees
    37,358       5,350       2,500       20,443       9,935  
Rent
    5,000       900       582       2,375       1,751  
Repairs and maintenance
    6,737       -       1,533       187       1,571  
Travel
    21,338       1,062       3,446       6,229       12,530  
Other
    24,457       2,268       3,950       11,847       10,074  
      142,275       22,723       19,509       58,723       53,501  
                                         
Net loss before other income and expenses
    (99,909 )     (22,723 )     (1,709 )     (58,723 )     (11,118 )
                                         
Other income and (expenses)
                                       
Interest expense
    (785 )     (44 )     (20 )     (726 )     (20 )
Provision for income taxes
    -       -       -       -       -  
      (785 )     (44 )     (20 )     (726 )     (20 )
                                         
Net loss
  $ (100,694 )   $ (22,767 )   $ (1,729 )   $ (59,449 )   $ (11,138 )
                                         
Loss per common share - Basic and
                                       
fully diluted
  $ (0.02 )   $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )
                                         
Weighted average number of shares
                                       
outstanding - Basic and fully diluted
    5,509,786       6,521,750       5,902,262       5,309,829       4,084,592  
 
See accompanying summary of notes to unaudited condensed financial statements.
 
 
4

 
 
Medifirst Solutions, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from November 8, 2010 (Inception) to September 30, 2012
 
 
Common Stock
   
Preferred Class A
   
Additional
Paid in
   
Accumulated Deficit During Development
   
Total 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
                                                 
at $0.08 per share
81,250     8       -       -       6,492       -       6,500  
Issuance of common shares for cash at
                                                 
at $0.08 per share
37,500     4       -       -       2,996       -       3,000  
Issuance of common shares for cash at
                                                 
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
                                                 
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  
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  
                                                   
Net loss
                                      (59,449 )     (59,449 )
Balance - September 30, 2012
6,521,750     652       -       -       56,476       (100,694 )     (43,566 )
 
See accompanying summary of notes to unaudited condensed financial statements.
 
 
5

 
 
Medifirst Solutions, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Nine Months Ended September 30, 2012 and for the Period
From November 8, 2010  (Inception) to September 30, 2012
 
   
From
November 8,
2010
(Inception) to September 30,
   
For the Nine Months Ended
September 30,
 
    2012    
2012
   
2011
 
                   
Cash flows from operating activities:
                 
Net loss
  $ (100,694 )   $ (59,449 )   $ (11,137 )
Adjustments to reconcile net loss to net cash used
                       
by operating activities:
                       
Common stock issued for services
    9,175       -       7,500  
Depreciation expense
    271       119       95  
Security deposit
    (265 )     -       (265 )
Accounts payable and accrued expenses
    5,518       (2,306 )     6,087  
Net cash used by operating activities
    (85,995 )     (61,636 )     2,280  
                         
Cash flows from investing activities:
                       
Purchase of equipment
    (5,758 )     -       (5,758 )
Net cash used by investing activities
    (5,758 )     -       (5,758 )
                         
Cash flows from financing activities:
                       
Proceeds from issuance of common stock
    47,953       -       6,793  
Shareholder's loan
    15,370       597       13,798  
Loan payable - other
    30,800       30,000       800  
Net cash provided by financing activities
    94,123       30,597       21,391  
                         
Net increase in cash
    2,370       (31,039 )     17,913  
Cash at beginning of period
    -       33,409       30,631  
Cash at end of period
  $ 2,370     $ 2,370     $ 48,544  
                         
Supplemental cash flow information:
                       
Cash paid during the period for:
                       
Interest
  $ 785     $ 726     $ 20  
Income taxes
  $ -     $ -     $ -  
 
See accompanying summary of notes to unaudited condensed financial statements.
 
 
6

 
 
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012

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.

Basis of Presentation
 
The accompanying unaudited financial statements of MSI 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, 2011.

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.

 
7

 
 
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Income (Loss) Per Common Share

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

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.

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.

 
8

 

Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012

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.

Recent Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS).”  This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS.  ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level three fair value measurements.  This pronouncement is effective for reporting periods beginning on or after December 15, 2011.  The adoption of ASU 2011-04 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.

In June 2011, the FASB issued guidance regarding the presentation of comprehensive income.  The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented.  The updated guidance is effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011.  The Company adopted this standard effective January 1, 2012 and it did not affect our results of operations, financial condition or liquidity.

 
9

 
 
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Pronouncements (continued)

In August 2011, the FASB approved a revised accounting standard update intended to simplify how an entity tests goodwill for impairment. The amendment will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2013 and early adoption is permitted.
 
Property, Plant and Equipment, net

Property, plant and equipment are stated at cost.  Maintenance, repairs and minor renewals are expensed as incurred.  Property, plant or equipment that is retired or sold, and the related gain or loss, if any, is taken into income currently.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

The estimated useful lives for computing depreciation are:

Computer equipment
5 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.

Note 2.  PROPERTY, PLANT AND EQUIPMENT (NET)

Equipment is recorded at cost and consisted of the following at September 30, 2012:

Computer equipment
  $ 5,758  
Less: accumulated depreciation
    (271 )
         
    $ 5,487  
 
Depreciation expense was $119 and $95 for the nine months ended September 30, 2012 and  2011, respectively.

 
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Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012

Note 3.  LOANS PAYABLE - STOCKHOLDERS

During the period ended September 30, 2012 a stockholder of the Company advanced the Company $597 to pay for certain expenses.  The loan has a balance of $15,370 at September 30, 2012, bears no interest and is payable on demand.

During the period ended September 30, 2012 a stockholder of the Company loaned the Company $5,000.  The loan has an interest of 20%.  Principal and accrued interest were due and payable on July 2, 2012.

During the period ended September 30, 2012 a stockholder of the Company loaned the Company $25,000.  The loan has an interest of 6%.  Principal and accrued interest are due and payable on November 11, 2012.

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 accrued at the rate of 6% per annum for the term of the notes and was payable upon maturity.

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 661,523 shares at September 30, 2012.

Note 5.  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.

In December 2010, the Company issued 12,500 shares of common stock at $0.02 per share.
 
 
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Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012

Note 5.  STOCKHOLDERS' EQUITY (continued)

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 3,750,000 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.

 
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Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012
 
Note 5.  STOCKHOLDERS' EQUITY (continued)

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.

Note 6.  COMMITMENTS AND CONTINGENCIES

The Company leases its office pursuant to an agreement entered into in May 2011.  The lease currently expires in April 2013 and calls for minimum monthly lease payments of $300.

Rent expense for the nine months ended September 30, 2012 and 2011 totaled $2,375 and $1,751, 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
    25 %
Effect of operating losses
    (25 ) %
      0 %

As of September 30, 2012, the Company has a net operating loss carryforward of approximately $89,000.  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 September 30, 2012.  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.

 
13

 
 
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012

Note 8.  BASIS OF REPORTING (continued)
 
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 September 30, 2012, the Company incurred a net loss of approximately $101,000.  In addition, the Company has no significant assets or revenue generating operations.

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

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
 
 
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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
This section must be read in conjunction with the Audited Financial Statements included in this Prospectus.
 
Plan of Operation
 
We are a development stage company, incorporated on November 8, 2010 and have recently begun selling our product and services and generating revenue from our business operations.  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 any minimum revenues.  Accordingly, we must raise cash from outside or from sources operations. Our only other source for cash at this time is investments by others in our Company.
 
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 Securities and Exchange Commission which ultimately could cause you to lose your investment.
 
 
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Since incorporation, the Company has financed its operations through the private placement  of  our common stock to selected investors. As of September 30, 2012 , we had $2,370 cash on hand.  From inception to September 30, 2012 we had total expenses of $143,060 which were related to start-up costs.
 
Our intended plan of operations is to generate revenue from our three diverse divisions. Not having all our eggs in one basket, we feel, will help provide more diverse opportunities to generate revenue. The FHC advertising agency division is driven by services offered, consulting and work-for-hire..  For example, a client can be billed for providing industry oversight, expertise and information and the same client can request a video for their business which we outsource and mark up for profit. Our target for sales  is $100,000 annual to start with 20% yearly growth.
 
The Florida Health Community website is designed to be a medical directory with a social media component for users. Doctors and medical professionals can list their business for free. For a one time $2,000 up-charge or premium rate  and a $49 monthly fee, a medical professional will get premium placement, a video of their practice that will be placed on their listing and a listing in the newsletter.  The website will be operational in April 2012. Our sales target is 7 to 10 premium sales per month for year one. With hosting and website maintenance costs under $500 per month and our quarterly newsletter budgeted at $2000 for editorial and design for each newsletter, which is outsourced, our expectations are to spend additional revenue on marketing and promotion.
 
The Miracle-cig is a trademarked name for our brand of disposable electronic cigarette. It is sold online at www.miraclecig.com. We currently have a merchant account that accepts VISA and MASTERCARD for sales of the product. The cost of the development and website is paid for and the ongoing expenses are hosting under $50 per month and product inventory. Our units sale for $9.95 and our unit cost is about $2.50 per unit. We do not have manufacturing contracts in place as all the manufacturer requires is payment in advance. Our basic unit is not exclusive to us. Dozens of  manufacturers in China offer these products and there is little difficulty to purchase them.  Orders are filled within 24 hours and payment is made upon order. So we do have funds for fulfillment and inventory. We plan to increase sales using SEO and affiliate partners online and have a target  date to have our affiliate programs up and running by May 2012 and achieve search engine placement in the Fall of 2012. Our target sales is 300 to 500 units per month online with the affiliate program and increase to 500 to 1000 units per month when we fully integrate to Google search engine.
 
If we do not generate sufficient cash flow to support its operations over the next  twelve (12) months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.
 
Our management may incur production and development costs within the next twelve months (12) to provide additional products and features to the product family.
 
We currently do not own any significant plant or equipment that it would seek to sell in the near future.  
 
Our management anticipates hiring employees or independent contractors over the next twelve (12) months as needed. Currently, the Company believes the services provided by its officer and director appears sufficient at this time.
 
We have not paid for expenses on behalf of our sole director.  Additionally, we believe that this policy will not materially change within the next twelve months.

The Company has no plans to seek a business combination with another entity in the foreseeable future.
 
 
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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.
 
None
 
Item 3.  Defaults Upon Senior Securities.

None

Item 4.  Mine Safety Disclosures.

Not Applicable.

Item 5.  Other Information.

None

 
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Item 6.  Exhibits.

31.1
Certification of the Chief Executive Officer and Principal Executive Officer Pursuant to 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

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

32.1
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002.
 
 
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SIGNATURES

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

November 8, 2012
 
  By: /sBruce Schoengood  
  President and Chief Executive Officer  
  (Principal Executive Officer)  
     
  By: /sBruce Schoengood    
 
(Principal Financial Officer)
 

 
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