Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Medifirst Solutions, Inc. | Financial_Report.xls |
| EX-32.1 - CERTIFICATION - Medifirst Solutions, Inc. | f10q0313ex32i_medifirst.htm |
| EX-31.1 - CERTIFICATION - Medifirst Solutions, Inc. | f10q0313ex31i_medifirst.htm |
| EX-31.2 - CERTIFICATION - Medifirst Solutions, Inc. | f10q0313ex31ii_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: March 31, 2013
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)
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NEVADA
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27-3888260
|
|
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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50 Oxford Road, Manalapan, NJ, 07726
(Address of principal executive offices)
732-786-8044
(Issuer’s telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 x No o
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 May 17, 2013, there were 7,881,750 shares of Common Stock, $0.0001 par value, outstanding and 0 shares of Preferred Stock, .0001 par value, outstanding.
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 16 |
| Item 4. | Controls and Procedures. | 16 |
| PART II. OTHER INFORMATION | ||
| Item 1. | Legal Proceedings. | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 17 |
| Item 3. | Defaults Upon Senior Securities. | 17 |
| Item 4. | Submission of Matters to a Vote of Security Holders | 17 |
| Item 5. | Other Information. | 17 |
| Item 6. | Exhibits. | 17 |
-2-
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
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Medifirst Solutions, Inc.
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(A Development Stage Company)
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|
Balance Sheets
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March 31, 2013 and December 31, 2012
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ASSETS
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||||||||
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March 31,
2013
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December 31,
2012
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|||||||
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(Unaudited)
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||||||||
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Current Assets:
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||||||||
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Cash
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$ | 11,087 | $ | 474 | ||||
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Total current assets
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11,087 | 474 | ||||||
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Equipment, net
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5,371 | 5,429 | ||||||
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Other Assets
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||||||||
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Security deposit
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265 | 265 | ||||||
| $ | 16,723 | $ | 6,168 | |||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
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Liabilities
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||||||||
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Accounts payable and accrued expenses
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$ | 135,387 | $ | 111,470 | ||||
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Loans payable - stockholders
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24,243 | 27,214 | ||||||
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6% convertible notes
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24,790 | 25,650 | ||||||
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Total current liabilities
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184,420 | 164,334 | ||||||
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Stockholders' Equity:
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||||||||
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Preferred stock, $0.0001 par value; 1,000,000 shares authorized, no shares
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||||||||
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issued and outstanding
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- | - | ||||||
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Common stock, $0.0001 par value; 200,000,000 shares authorized,
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||||||||
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7,531,750 and 6,671,750 shares issued and outstanding
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753 | 667 | ||||||
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Additional paid in capital
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57,385 | 56,611 | ||||||
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Deficit accumulated during development stage
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(225,835 | ) | (215,444 | ) | ||||
| (167,697 | ) | (158,166 | ) | |||||
| $ | 16,723 | $ | 6,168 | |||||
See accompanying summary of notes to unaudited condensed financial statements.
-3-
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Medifirst Solutions, Inc.
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(A Development Stage Company)
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Statements of Operations
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For the Three Months Ended March 31, 2013 and 2012 and for the Period
|
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From November 8, 2010 (Inception) to March 31, 2013
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| From November 8, | ||||||||||||
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2010 (Inception)
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For the Three Months Ended | |||||||||||
| to March 31, |
March 31,
|
|||||||||||
| 2013 |
2013
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2012
|
||||||||||
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Consulting fee revenue
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$ | 58,300 | $ | 25,000 | $ | 5,500 | ||||||
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Product sales, net
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10,959 | - | - | |||||||||
| 69,259 | 25,000 | 5,500 | ||||||||||
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Cost of goods sold
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1,893 | - | ||||||||||
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Gross income
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67,366 | 25,000 | 5,500 | |||||||||
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Expenses:
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||||||||||||
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Officer's compensation
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132,500 | 25,000 | 7,500 | |||||||||
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Advertising and promotion
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19,595 | 187 | 750 | |||||||||
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Computer and internet
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9,828 | 416 | - | |||||||||
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Professional fees
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33,000 | 759 | 6,500 | |||||||||
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Repairs and maintenance
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6,827 | - | 38 | |||||||||
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Trade shows
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3,900 | 3,900 | - | |||||||||
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Travel
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22,220 | 353 | 4,855 | |||||||||
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Other
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63,066 | 4,226 | 3,735 | |||||||||
| 290,936 | 34,841 | 23,378 | ||||||||||
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Net loss before other income and expenses
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(223,570 | ) | (9,841 | ) | (17,878 | ) | ||||||
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Other income and (expenses)
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||||||||||||
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Interest expense
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(2,265 | ) | (550 | ) | - | |||||||
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Provision for income taxes
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- | - | - | |||||||||
| (2,265 | ) | (550 | ) | - | ||||||||
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Net loss
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$ | (225,835 | ) | $ | (10,391 | ) | $ | (17,878 | ) | |||
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Loss per common share - Basic and
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||||||||||||
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fully diluted
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$ | (0.04 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
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Weighted average number of shares
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||||||||||||
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outstanding - Basic and fully diluted
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5,782,516 | 13,562,167 | 1,873,594 | |||||||||
See accompanying summary of notes to unaudited condensed financial statements.
-4-
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Medifirst Solutions, Inc.
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(A Development Stage Company)
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Statement of Stockholders' Equity
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For the Period from November 8, 2010 (Inception) to March 31, 2013
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| Accumulated | ||||||||||||||||||||||||||||
| Additional |
Deficit During
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Total | ||||||||||||||||||||||||||
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Common Stock
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Preferred Class A |
Paid in
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Development | Stockholders' | ||||||||||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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Capital | Stage |
Equity
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||||||||||||||||||||||
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Issuance of common shares for services
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||||||||||||||||||||||||||||
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$0.0001 per share
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752,000 | $ | 75 | - | $ | - | $ | - | $ | - | $ | 75 | ||||||||||||||||
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Issuance of common shares for cash at
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||||||||||||||||||||||||||||
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at $0.08 per share
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81,250 | 8 | - | - | 6,492 | - | 6,500 | |||||||||||||||||||||
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Issuance of common shares for cash at
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||||||||||||||||||||||||||||
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at $0.08 per share
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37,500 | 4 | - | - | 2,996 | - | 3,000 | |||||||||||||||||||||
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Issuance of common shares for cash at
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||||||||||||||||||||||||||||
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at $0.08 per share
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125,000 | 12 | - | - | 9,988 | - | 10,000 | |||||||||||||||||||||
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Issuance of common shares for cash at
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||||||||||||||||||||||||||||
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$0.00133 per share
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187,500 | 19 | - | - | 231 | - | 250 | |||||||||||||||||||||
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Issuance of common shares for cash at
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||||||||||||||||||||||||||||
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at $0.02 per share
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12,500 | 1 | - | - | 249 | - | 250 | |||||||||||||||||||||
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Issuance of common shares for services
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||||||||||||||||||||||||||||
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at $0.08 per share
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125,000 | 12 | - | - | 9,988 | - | 10,000 | |||||||||||||||||||||
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Issuance of common shares for cash at
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||||||||||||||||||||||||||||
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$0.01 per share
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25,000 | 3 | - | - | 247 | - | 250 | |||||||||||||||||||||
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Issuance of common shares for cash at
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||||||||||||||||||||||||||||
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$0.002 per share
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315,000 | 32 | - | - | 598 | - | 630 | |||||||||||||||||||||
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Net loss
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- | - | (4,457 | ) | (4,457 | ) | ||||||||||||||||||||||
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Balance - December 31, 2010
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1,660,750 | 166 | - | - | 30,789 | (4,457 | ) | 26,498 | ||||||||||||||||||||
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Subtotals
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1,660,750 | $ | 166 | - | $ | - | $ | 30,789 | $ | (4,457 | ) | $ | 26,498 | |||||||||||||||
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Issuance of common shares for cash at
|
||||||||||||||||||||||||||||
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$0.0034 per share
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250,000 | 25 | - | - | 825 | - | 850 | |||||||||||||||||||||
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Issuance of common shares for cash at
|
||||||||||||||||||||||||||||
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$0.01 per share
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25,000 | 2 | - | - | 248 | - | 250 | |||||||||||||||||||||
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Issuance of common shares for cash at
|
||||||||||||||||||||||||||||
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$0.016 per share
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12,500 | 1 | - | - | 199 | - | 200 | |||||||||||||||||||||
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Issuance of common shares for cash at
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||||||||||||||||||||||||||||
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$0.0019 per share
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75,000 | 8 | - | - | 135 | - | 143 | |||||||||||||||||||||
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Issuance of common shares for cash at
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||||||||||||||||||||||||||||
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$0.0023 per share
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250,000 | 25 | - | - | 325 | - | 350 | |||||||||||||||||||||
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Issuance of common shares for services
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||||||||||||||||||||||||||||
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$0.002 per share
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3,750,000 | 375 | - | - | 7,125 | - | 7,500 | |||||||||||||||||||||
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Issuance of common shares for cash at
|
||||||||||||||||||||||||||||
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$0.0167 per share
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300,000 | 30 | - | - | 4,970 | - | 5,000 | |||||||||||||||||||||
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Issuance of common shares for services
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||||||||||||||||||||||||||||
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$0.08 per share
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20,000 | 2 | - | - | 1,598 | - | 1,600 | |||||||||||||||||||||
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Issuance of common shares for cash at
|
||||||||||||||||||||||||||||
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$0.08 per share
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6,250 | 1 | - | - | 499 | - | 500 | |||||||||||||||||||||
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Issuance of common shares for cash at
|
||||||||||||||||||||||||||||
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$0.08 per share
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53,500 | 5 | - | - | 4,275 | - | 4,280 | |||||||||||||||||||||
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Issuance of common shares for cash at
|
||||||||||||||||||||||||||||
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$0.08 per share
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12,500 | 1 | - | - | 999 | - | 1,000 | |||||||||||||||||||||
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Subtotals
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6,415,500 | 641 | - | - | 51,987 | (4,457 | ) | 48,171 | ||||||||||||||||||||
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Subtotals
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6,415,500 | $ | 641 | - | $ | - | $ | 51,987 | $ | (4,457 | ) | $ | 48,171 | |||||||||||||||
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Issuance of common shares for cash at
|
||||||||||||||||||||||||||||
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$0.04 per share
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100,000 | 10 | - | - | 3,990 | - | 4,000 | |||||||||||||||||||||
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Issuance of common shares for cash at
|
||||||||||||||||||||||||||||
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$0.08 per share
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6,250 | 1 | - | - | 499 | - | 500 | |||||||||||||||||||||
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Net loss
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- | - | - | (36,788 | ) | (36,788 | ) | |||||||||||||||||||||
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Balance - December 31, 2011
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6,521,750 | 652 | - | - | 56,476 | (41,245 | ) | 15,883 | ||||||||||||||||||||
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Issuance of common shares upon partial
|
||||||||||||||||||||||||||||
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conversion of note at $0.001 per share
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150,000 | 15 | - | - | 135 | - | 150 | |||||||||||||||||||||
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Net loss
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- | - | $ | - | $ | - | - | (174,199 | ) | (174,199 | ) | |||||||||||||||||
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Balance - December 31, 2012
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6,671,750 | 667 | - | - | 56,611 | (215,444 | ) | (158,166 | ) | |||||||||||||||||||
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Issuance of common shares upon partial
|
||||||||||||||||||||||||||||
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conversion of note at $0.001 per share
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660,000 | 66 | - | - | 594 | - | 660 | |||||||||||||||||||||
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Issuance of common shares upon partial
|
||||||||||||||||||||||||||||
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conversion of note at $0.001 per share
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200,000 | 20 | - | - | 180 | - | 200 | |||||||||||||||||||||
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Net loss
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- | - | - | - | - | (10,391 | ) | (10,391 | ) | |||||||||||||||||||
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Balance - March 31, 2013
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7,531,750 | $ | 753 | - | $ | - | $ | 57,385 | $ | (225,835 | ) | $ | (167,697 | ) | ||||||||||||||
See accompanying summary of notes to unaudited condensed financial statements.
-5-
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Medifirst Solutions, Inc.
|
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(A Development Stage Company)
|
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Statements of Cash Flows
|
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For the Three Months Ended March 31, 2013 and 2012 and for the Period
|
|
From November 8, 2010 (Inception) to March 31, 2013
|
|
From November 8,
2010 (Inception)
|
For the Three Months Ended | |||||||||||
| to March 31, |
March 31,
|
|||||||||||
| 2013 |
2013
|
2012
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net loss
|
$ | (225,835 | ) | $ | (10,391 | ) | $ | (17,878 | ) | |||
|
Adjustments to reconcile net loss to net cash used
|
||||||||||||
|
by operating activities:
|
||||||||||||
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Common stock issued for services
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9,175 | - | 7,500 | |||||||||
|
Depreciation expense
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387 | 58 | 14 | |||||||||
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Inventory
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- | - | (1,893 | ) | ||||||||
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Security deposit
|
(265 | ) | - | (265 | ) | |||||||
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Accounts payable and accrued expenses
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135,387 | 23,917 | 513 | |||||||||
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Net cash used by operating activities
|
(81,151 | ) | 13,584 | (12,009 | ) | |||||||
|
Cash flows from investing activities:
|
||||||||||||
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Purchase of equipment
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(5,758 | ) | - | (3,869 | ) | |||||||
|
Net cash used by investing activities
|
(5,758 | ) | - | (3,869 | ) | |||||||
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Cash flows from financing activities:
|
||||||||||||
|
Proceeds from issuance of common stock
|
48,963 | 860 | 1,793 | |||||||||
|
Shareholder's loan
|
24,243 | (2,971 | ) | 7,634 | ||||||||
|
Loan payable - related party
|
24,790 | (860 | ) | 800 | ||||||||
|
Net cash provided by financing activities
|
97,996 | (2,971 | ) | 10,227 | ||||||||
|
Net increase in cash
|
11,087 | 10,613 | (5,651 | ) | ||||||||
|
Cash at beginning of period
|
- | 474 | 30,631 | |||||||||
|
Cash at end of period
|
$ | 11,087 | $ | 11,087 | $ | 24,980 | ||||||
|
Supplemental cash flow information:
|
||||||||||||
|
Cash paid during the period for:
|
||||||||||||
|
Interest
|
$ | 1,748 | $ | 65 | $ | - | ||||||
|
Income taxes
|
$ | - | $ | - | $ | - | ||||||
See accompanying summary of notes to unaudited condensed financial statements.
-6-
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2013
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Medifirst Solutions, Inc. ("MSI" or the "Company") was incorporated in Nevada in November 2010. The Company is in the development stage and has a diverse product line including both consumer products and digital media. The Company intends to launch "Florida Health Community" as an on-line healthcare directory and social media site geared towards both professionals and consumers. MSI also intends to produce a tabloid size newsletter with healthcare industry related news and events. MSI holds the trademark to, and will sell on-line, the Miracle-cigTM, an electronic cigarette that is tobacco free and that emits a fine water mist in place of smoke. Additionally, MSI will offer print and digital marketing and advertising services to its client base of medical professionals as well as solicit new business in other business sectors.
Revenue Recognition
In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company:
Revenue 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.
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.
-7-
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2013
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
-8-
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2013
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
Recent Pronouncements
There are no recent accounting pronouncements that apply to the Company.
Note 2. EQUIPMENT (NET)
Equipment is recorded at cost and consisted of the following at March 31, 2013 and 2012:
|
2013
|
2013
|
|||||||
|
Computer equipment
|
$ | 5,758 | $ | 3,869 | ||||
| 5,758 | 3,869 | |||||||
|
Less: accumulated depreciation
|
(387 | ) | (39 | ) | ||||
| $ | 5,371 | $ | 3,830 | |||||
Depreciation for the three months ended March 31, 2013 and 2012 was $58 and $16, respectively.
-9-
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2013
Note 3. LOANS PAYABLE - STOCKHOLDERS
During the period ended March 31, 2013 a stockholder of the Company advanced the Company $1,669 to pay for certain expenses. The loan has a balance of $14,243 at March 31, 2013, bears no interest and is payable on demand.
At March 31, 2013 the Company was indebted to a stockholder in the amount of $5,000. The loan has an interest of 20%. Principal and accrued interest were due and payable on July 2, 2012.
At March 31, 2013 the Company was indebted to a stockholder in the amount of $5,000. The loan has an interest of 10%. Principal and accrued interest were due and payable on June 3, 2013.
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 is payable when the notes mature.
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 752,422 shares at March 31, 2013.
In May 2012, the Company issued a $25,000 6% per annum note that matured in November 2012. In December 2012 the note was amended to be a convertible note. Interest on the note accrues interest at 6% per annum and is payable when the note matures.
The holder of the $25,000 note has the option of converting it 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 752,422 shares at March 31, 2013.
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 | ||||||
-10-
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2013
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.
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.
-11-
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2013
Note 5. STOCKHOLDERS' EQUITY (continued)
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.
In December 2011, the Company issued 100,000 shares of common stock at $0.04 per share.
In December 2011, the Company issued 6,250 shares of common stock at $0.08 per share.
In December 2012, the Company issued 150,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).
In January 2013, the Company issued 660,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).
In March 2013, the Company issued 200,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).
-12-
Medifirst Solutions, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2013
Note 6. INCOME TAXES
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:
|
Income tax provision at the federal statutory rate
|
39
|
%
|
||
|
Effect of operating losses
|
(39
|
)%
|
||
|
0
|
%
|
As of March 31, 2013, the Company has a net operating loss carryforward of approximately $223,000. 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, 2013. The principal difference between the operating loss for income tax purposes and reporting purposes results from the issuance of common shares for services.
Note 7. BASIS OF REPORTING
The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the period from inception to March 31, 2013, the Company incurred a net loss of approximately $226,000. 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.
-13-
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section must be read in conjunction with the Audited Financial Statements included in this Prospectus.
Plan of Operation
Medifirst Solutions, Inc. was incorporated in Nevada in November 2010. We are in the development stage and have a diverse product line including both consumer products and digital media. Since our inception, we have been engaged in business planning activities, including researching the industry, identifying target markets for our products, developing our models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for establishing our offices and identifying future sources of capital. At the present time, our initial products are Miracle-cigTM, an electronic cigarette that is tobacco free and that emits a fine water mist in place of smoke, and the Florida Health Community, an on-line healthcare directory and social media site geared towards both professionals and consumers. Building off of the services we intend to offer through Florida Health Community, we also have began to offer print and digital marketing and consulting and advertising services to the member base of medical professionals from our Florida Health Community activities and those outside the membership community who wish to use our creative services. We have recently begun selling our product and services and generating revenue from our business operations. All of our operations are currently conducted through the Company and we do not have any subsidiaries. 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.
Miracle-cig
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 through our website. The cost of the website and its development has already been paid for and the ongoing expenses for hosting the website are $50 per month. We purchase the Miracle-cig directly from the manufacturer in China. Orders are placed by purchase order and payment is made in advance. We place orders with our manufacturer only when we receive orders and payment from customers, thereby ensuring we have funds available for each order we place. We currently do not have any manufacturing or distribution agreement with our current manufacturer or with any other manufacturer. We fulfill orders within 24 hours and have small inventory. We are still seeking strategic partnerships and developing our SEO.
Our management planned on launching a new e-cig label and expanding into a new consumer market but has decided to wait until 2014. Additionally, we are still working our SEO and seeking online affiliations.
Florida Health Community
Website and Newsletter. 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. As the business develops, we may determine to change our placement offerings and related charges. The website is currently live. We expect that costs of website maintenance and newsletter design will be minimal, and we intend to spend remaining revenue on marketing and promotion.
Advertising Agency. FHC and Medifirst Solutions will also provide website, publishing, marketing, print and video production services for hire to the doctors who have become members of FHC, as well as potential non-FHC members who wish to use our creative services. Many of the FHC clients are in need of a business website and other various promotional materials such as brochures, company logo, video promotions and editorial services. To offer these creative services, we intend to utilize the skills and expertise of the freelance writers and independent contractors we use for the development of our FHC and Miracle-cig websites. FHC will act as a consultant and will pitch, negotiate and track the work and services.
Our management anticipates that over the next twelve months we anticipate to continue to offer our and expand our creative services.
-14-
Results of Operations
Fiscal Year Ended December 31, 2013
Revenues
During the three months ended March 31, 2013 and 2012, we generated $ 25,000 and $5,500 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.
General and Administrative
For the three months ended March 31, 2013 and 2012, general and administrative expenses were $34,841 and $23,378, respectively.
We expect general and administrative expenses for 2013 to trend marginally upward as we continue to incur additional expenses necessary to grow our business.
Legal and Accounting
For the three months ended December 31, 2013 and 2012, professional fees were $759 and $6,500, respectively.
We expect professional fees for 2013 to trend marginally downward as we pursue operations in the ordinary course of business, though we will continue to incur additional expenses as a result of our being a publicly traded company. This includes corporate legal, accounting, stockholder and SEC filing expenses.
Other Income/(Expense)
For the three months ended March 31, 2013 and 2012, other expenses was $$550 and $-0-, respectively.
expense for the three months ended March 31, 2013 consisted of interest expense.
Net Income/(Loss)
For the three months ended March 31, 2013 and 2012, the company had a net loss of $10,391 and $17,878.
Liquidity and Capital Resources
Since incorporation, we have financed our operations through the private placement of our common stock to selected investors and periodic borrowings from our stockholders. At March 31, 2013 and 2012, our principal sources of liquidity included cash and cash equivalents of $$11,087 and $474, respectively..
As of March 31, 2013, 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.
-15-
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.
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.
-16-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
On January 17, 2013, the Company issued 660,000 shares of common stock to the holder of a convertible promissory note upon the exercise of conversion rights by the holder.
On March 22, 2013, the Company issued 200,000 shares of common stock to the same holder of the same convertible promissory note upon the exercise of conversion rights by the holder.
Each of these transactions was exempt from the registrations requirements of the Securities Act of 1933, as amended, pursuant to Section 4 (2) thereof. In the alternative, the common stock is an exempt security pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
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.
|
-17-
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 17, 2013
| By /s/ Bruce Schoengood
Bruce Schoengood
Chief Executive Officer
(Principal Executive Officer)
By /s/ Bruce Schoengood
Bruce Schoengood
Chief Financial Officer
(Principal Financial Officer)
|
-18-