Medifirst Solutions 10-Q 2014 Q1 Quarterly report

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, 2014

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	27-3888260
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

45 E. Main Street, Freehold NJ 07726

 (Address of principal executive offices)

732-786-8044

 (Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report) N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes 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 oAccelerated filer oNon-accelerated filer oSmaller 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, 2014, 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.	15
Item  3.	Quantitative and Qualitative Disclosures About Market Risk.	18
Item  4.	Controls and Procedures.	18
PART II.OTHER INFORMATION
Item 1.	Legal Proceedings.	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information.	19
Item 6.	Exhibits.	19

2

PART I.FINANCIAL INFORMATION

Item 1.                      Financial Statements.

Medifirst Solutions, Inc.

(A Development Stage Company)

Balance Sheets

March 31, 2014 and December 31, 2013

(Unaudited)

ASSETS
	March 31, 2014			December 31, 2013
	(Unaudited)
Current Assets:
Cash	$	28,948		$	3,720
Accounts receivable, net of allowance of $-0-		2,755			-
Prepaid expenses		-			2,500
Inventory		9,400			7,500
Total current assets		41,103			13,720
Equipment, net		4,911			5,199
Other Assets
Security deposit		1,065			265
	$	47,079		$	19,184
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Bank overdraft	$	-		$	1,644
Accounts payable and accrued expenses		254,341			231,958
Loans payable - stockholders		47,923			41,855
6% convertible notes		8,550			8,800
Total current liabilities		310,814			284,257
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.0001 par value; 200,000,000 shares authorized, 17,031,750 and 13,431,750 shares issued and outstanding		1,703			1,343
Additional paid in capital		221,030			63,840
Deficit accumulated during development stage		(486,468	)		(330,256	)
		(263,735	)		(265,073	)
	$	47,079		$	19,184

See accompanying summary of notes to unaudited condensed financial statements.

3

Medifirst Solutions, Inc.

(A Development Stage Company)

Statements of Operations

For the Three Months Ended March 31, 2014 and 2013 and for the Period

From November 8, 2010  (Inception) to March 31, 2014

(Unaudited)

	From November 8, 2010			For the Three Months Ended
	(Inception) to			March 31,
	March 31, 2014			2014			2013
Consulting fee revenue	$	74,800		$	-		$	5,500
Product sales, net		71,035			47,079			-
		145,835			47,079			5,500
Cost of goods sold		48,593			45,895
Gross income		97,242			1,184			5,500
Expenses:
Officer's compensation		232,500			25,000			7,500
Advertising and promotion		28,912			2,575			750
Computer and internet		11,096			410			-
Professional fees		177,220			119,367			6,500
Repairs and maintenance		6,990			124			38
Trade shows		3,185			3,185			-
Travel		31,340			2,680			4,855
Other		88,948			3,739			3,735
		580,191			157,080			23,378
Net loss before other income, expenses and provision for income taxes		(482,949	)		(155,896	)		(17,878	)
Other income and (expenses)
Interest expense		(3,519	)		(316	)		-
Net loss before provision for income taxes		(486,468	)		(156,212	)		(17,878	)
Provision for income taxes		-			-			-
Net loss	$	(486,468	)	$	(156,212	)	$	(17,878	)
Loss per common share - Basic and fully diluted	$	(0.07	)	$	(0.01	)	$	(0.01	)
Weighted average number of shares outstanding - Basic and fully diluted		7,381,219			14,680,958			1,873,594

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 March 31, 2014

(Unaudited)

											Accumulated
									Additional		Deficit During			Total
	Common Stock				Preferred Class A				Paid in		Development			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Stage			Equity
Issuance of common shares for services $0.0001 per share		752,000	$	75		-	$	-	$	-	$	-		$	75
Issuance of common shares for cash at $0.08 per share		81,250		8		-		-		6,492		-			6,500
Issuance of common shares for cash at $0.08 per share		37,500		4		-		-		2,996		-			3,000
Issuance of common shares for cash at $0.08 per share		125,000		12		-		-		9,988		-			10,000
Issuance of common shares for cash at $0.00133 per share		187,500		19		-		-		231		-			250
Issuance of common shares for cash at $0.02 per share		12,500		1		-		-		249		-			250
Issuance of common shares for services $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
Subtotals		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 $0.0023 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
Issuance of common shares upon partial conversion of note at $0.001 per share		150,000		15		-		-		135		-			150
Net loss		-		-	$	-	$	-		-		(174,199	)		(174,199	)
Balance - December 31, 2012		6,671,750		667		-		-		56,611		(215,444	)		(158,166	)
Issuance of common shares upon partial conversion of note at $0.001 per share		660,000		66		-		-		594		-			660
Issuance of common shares upon partial conversion of note at $0.001 per share		200,000		20		-		-		180		-			200
Issuance of common shares upon partial conversion of note at $0.0001 per share		700,000		70		-		-		-		-			70
Issuance of common shares for services $0.10 per share		50,000		5		-		-		4,995		-			5,000
Issuance of common shares upon partial conversion of note at $0.0006 per share		400,000		40		-		-		200		-			240
Issuance of common shares upon partial conversion of note at $0.001 per share		300,000		30		-		-		270		-			300
Issuance of common shares upon partial conversion of note at $0.0001 per share		400,000		40		-		-		-		-			40
Issuance of common shares upon partial conversion of note at $0.0001 per share		50,000		5		-		-		-		-			5
Issuance of common shares upon partial conversion of note at $0.001 per share		700,000		70		-		-		630		-			700
Issuance of common shares upon partial conversion of note at $0.0001 per share		350,000		35		-		-		-		-			35
Issuance of common shares upon partial conversion of note at $0.0001 per share		300,000		30		-		-		-		-			30
Issuance of common shares upon partial conversion of note at $0.0001 per share		350,000		35		-		-		-		-			35
Issuance of common shares upon partial conversion of note at $0.0001 per share		400,000		40		-		-		-		-			40
Issuance of common shares upon partial conversion of note at $0.0001 per share		1,000,000		100		-		-		-		-			100
Issuance of common shares upon partial conversion of note at $0.001 per share		400,000		40		-		-		360		-			400
Issuance of common shares upon partial conversion of note at $0.0001 per share		500,000		50		-		-		-		-			50
Net loss		-		-		-		-		-		(114,812	)		(114,812	)
Balance - December 31, 2013		13,431,750		1,343		-		-		63,840		(330,256	)		(265,073	)
Issuance of common shares for services at $0.05 per share		1,000,000		100		-		-		49,900		-			50,000
Issuance of common shares for services at $0.05 per share		500,000		50		-		-		24,950		-			25,000
Issuance of common shares to repay debt at $0.0555 per share		450,000		45		-		-		24,955		-			25,000
Issuance of common shares for cash at $0.05 per share		200,000		20		-		-		9,980		-			10,000
Issuance of common shares for cash at $0.05 per share		300,000		30		-		-		14,970		-			15,000
Issuance of common shares for cash at $0.05 per share		200,000		20		-		-		9,980		-			10,000
Issuance of common shares upon partial conversion of note at $0.0001 per share		500,000		50		-		-		-		-			50
Issuance of common shares for services at $0.05 per share		450,000		45		-		-		22,455		-			22,500
Net loss		-		-		-		-		-		(156,212	)		(156,212	)
Balance - March 31, 2014		17,031,750	$	1,703		-	$	-	$	221,030	$	(486,468	)	$	(263,735	)

See accompanying summary of notes to unaudited condensed financial statements.

5

Medifirst Solutions, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the Three Months Ended March 31, 2014 and 2013 and for the Period

From November 8, 2010 (Inception) to March 31, 2014

(Unaudited)

	From November 8, 2010
	(Inception) to			For the Three Months Ended
	March 31,			March 31,
	2014			2014			2013
Cash flows from operating activities:
Net loss	$	(486,468	)	$	156,212	)	$	(10,391	)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock issued for services		106,675			97,500			-
Depreciation expense		847			288			58
Accounts receivable		(2,755	)		(2,755	)		-
Prepaid expenses		-			2,500			-
Inventory		(9,400	)		(1,900	)		-
Security deposit		(1,065	)		(800	)		-
Bank overdraft		-			(1,644	)		-
Accounts payable and accrued expenses		254,341			22,383			23,917
Commons stock issued to repay loans and accrued expemses		25,050			25,050			-
Common stock issued for services		5,000			-
Net cash used by operating activities		(107,775	)		(15,590	)		13,584
Cash flows from investing activities:
Purchase of equipment		(5,758	)		-			-
Net cash used by investing activities		(5,758	)		-			-
Cash flows from financing activities:
Proceeds from issuance of common stock		86,008			35,000			860
Shareholder's loan		47,923			6,068			(2,971	)
Loan payable - related party		8,550			(250	)		(860	)
Net cash provided by financing activities		142,481			40,818			(2,971	)
Net increase in cash		28,948			25,228			10,613
Cash at beginning of period		-			3,720			474
Cash at end of period	$	28,948		$	28,948		$	11,087
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	3,455		$	316		$	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, 2014

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 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, 2013.

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.

7

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2014

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Segment Information

The Company follows Accounting Standards Codification ("ASC") 280, "Segment Reporting".  The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Net Loss Per Common Share

Basic net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period.  Diluted net (loss) income per common share adjusts the weighted average common shares for the potential dilution that could occur if common stock equivalents (convertible debt and preferred stock, warrants, stock options and restricted stock shares and units) were exercised or converted into common stock.

Income Taxes

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized.  Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.

ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information.  A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

8

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2014

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation.  ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model.  ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.

Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity.  The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Equipment

Equipment, consisting of computer equipment, is stated at cost less accumulated depreciation.  Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, of five years.

The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds the estimated future cash flows, an impairment loss will be recorded by the amount the carrying value exceeds the fair value of the asset.

Recent Pronouncements

There are no recent accounting pronouncements that apply to the Company.

9

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2014

Note 2.  EQUIPMENT (NET)

Equipment is recorded at cost and consisted of the following at March 31, 2014 and 2013:

	2014			2013
Computer equipment	$	5,758		$	5,758
		5,758			5,758
Less: accumulated depreciation		(847	)		(387	)
	$	4,911		$	5,371

Depreciation for the three months ended March 31, 2014 and 2013 was $58 and $16, respectively.

Note 3.  LOANS PAYABLE - STOCKHOLDERS

During the periods ended March 31,2014 and 2013 a stockholder of the Company advanced the Company $12,530 and $1,669, respectively. to pay for certain expenses.  The loan has a balance of $36,223 at March 31, 2014, bears no interest and is payable on demand.

At March 31, 2014  the Company was indebted to a stockholder in the amount of $5,000.  The loan has an interest rateof 20%.  Principal and accrued interest were due and payable on July 2, 2012.

At March 31, 2014  the Company was indebted to a stockholder in the amount of $5,000.  The loan has an interest rate of 10%.  Principal and accrued interest were due and payable on June 3, 2013.

At March 31, 2014  the Company was indebted to a stockholder in the amount of $1,500.  The loan has an interest rate of 26.7%.  Principal and accrued interest were due and payable on January 1, 2014.

Note 4.  6% CONVERTIBLE NOTES

In March 2011, the Company issued $800 aggregate principal amount of 6% convertible notes due in January 2012.  Interest on the notes accrued at the rate of 6% per annum and are  payable when the notes mature.  The notes matured prior to conversion but have not been repaid.  Interest continues to accrue at the rate of 6% per annum.

The holder of one of the notes converted $115 of note principal into 1,150,000 shares of commons stock as follows:

Dateof Conversion	Principal Amount Converted		Conversion Rate		Shares Received
June 2013	$	70		0.0001		700,000
August 2013	$	45		0.0001		450,000

In September 2013, in a private transaction, the same note holder transferred $330 of the remaining note principal plus $55 in accrued interest to a third party.

In September 2013, the new note holder converted $100 of note principal into 1,000,000 shares of common stock.

In November and December 2013, the new note holder converted an additional $90 of note principal into 900,000 shares of common stock as follows:

Dateof Conversion	Principal Amount Converted		Conversion Rate		Shares Received
November 2013	$	40		0.0001		400,000
December 2013	$	50		0.0001		500,000

In March 2014, the new note holder converted $50 of note principal into 500,000 shares of common stock.

Subsequent to these conversions there remains $200 in note principal.

In July 2013, the holder of the second note converted $240 of note principal into 400,000 shares of the Company's common stock at $0.0006 per share. At March 31, 2014, the note had a remaining principal balance of $60.

At any time on or after the maturity date, the holders of the notes, have the option of converting any of the unpaid principal and interest into the Company's common stock.  The notes plus any accrued but unpaid interest are convertible at the rate of $0.0001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,701,472 shares at March 31, 2014.

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.

10

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2014

Note 4.  6% CONVERTIBLE NOTES (continued)

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.  The holder of the note converted 1,010 of note principal into 1,010,000 shares of common stock as follows:

Date of Conversion	Principal Amount Converted		Conversion Rate		Shares Received
December 2012	$	150	$	0.001	$	150,000
January 2013	$	660	$	0.001	$	660,000
March  2013	$	200	$	0.001	$	200,000

In July 2013, the Company retired $14,000 of note principal in payment for consulting services provided to the note holder.

In July 2013, in a private transaction, the note holder transferred the remaining note principal balance of $9,900 to a third party.

In July 2013, the note holder converted $300 of note principal into 300,000 shares of the Company's common stock. The remaining principal on this portion of the note at March 31, 2014 is $4,815. The note holder has the option of converting the balance at any time with the approval of the Board of Directors. The note plus any accrued but unpaid interest are convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,701,472 shares at March 31, 2014.

In August 2013, in a private transaction, the new note holder transferred $4,475 of principal to a stockholder of the company.

In September 2013, the note holder converted $400 of note principal into 400,000 shares of the Company's common stock at $0.001 per share.

In August 2013, the note holder/stockholder converted $700 of note principal into 700,000 shares of the Company's common stock at $0.001 per share. In October 2013, in a private transaction, this note holder transferred $1,000 of note principal to a third party. The remaining principal balance on this portion of the note at March 31, 2014 is $2,775. The note holder has the option of converting the balance at any time with the approval of the Board of Directors. The note plus any accrued but unpaid interest are convertible at the rate of $0.001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,701,472 shares at March 31, 2014.

In October 2013, the holder of the $1,000 note converted $100 of note principal into 1,000,000 shares of the Company's common stock at $0.0001 per share. The remaining principal balance on this portion of the note at March 31, 2014 is $900. The note holder has the option of converting the balance at any time with the approval of the Board of Directors.  The note plus any accrued but unpaid interest are convertible at the rate of $0.0001 per share at the time of conversion up to a maximum of 9.99% of the then issued and outstanding common stock, or 1,701,472 shares at March 31, 2014.

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.

11

Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2014

Note 5.  STOCKHOLDERS' EQUITY (continued)

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.

In December 2011, the Company issued 100,000 shares of common stock at $0.04 per share.

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Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2014

Note 5.  STOCKHOLDERS' EQUITY (continued)

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).

In June 2013, the Company issued 700,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In July 2013, the Company issued 50,000 shares of common stock at $0.10 per share under the terms of a consulting agreement (See note 6).

In July 2013, the Company issued 400,000 shares of common stock at $0.0006 per share as partial conversion of a note (See note 4).

In July 2013, the Company issued 300,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

In August 2013, the Company issued 400,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In August 2013, the Company issued 50,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In August 2013, the Company issued 700,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

In September 2013, the Company issued 350,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In September 2013, the Company issued 300,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In September 2013, the Company issued 350,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

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Medifirst Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2014

Note 5.  STOCKHOLDERS' EQUITY (continued)

In October 2013, the Company issued 400,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In October 2013, the Company issued 1,000,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In November 2013, the Company issued 400,000 shares of common stock at $0.001 per share as partial conversion of a note (See note 4).

In December 2013, the Company issued 500,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In February 2014, the Company issued 1,000,000 shares of common stock at $0.05 per share for services provided to the Company.

In February 2014, the Company issued 500,000 shares of common stock at $0.05 per share for services provided to the Company.

In February 2014, the Company issued 450,000 shares of common stock at $0.0555 per share to pay accrued expenses.

In March 2014, the Company issued 200,000 shares of common stock at $0.05 per share.

In March 2014, the Company issued 300,000 shares of common stock at $0.05 per share.

In March 2014, the Company issued 200,000 shares of common stock at $0.05 per share.

In March 2014, the Company issued 500,000 shares of common stock at $0.0001 per share as partial conversion of a note (See note 4).

In February 2014, the Company issued 450,000 shares of common stock at $0.05 per share for services provided to the Company.

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, 2014, the Company has a net operating loss carryforward of approximately $372,000.  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, 2014.  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, 2014, the Company incurred a net loss of approximately $486,000.  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

Medifirst Solutions, Inc. was incorporated in Nevada in November 2010.   We are in the development stage and have a diverse product line including both consumer products and digital media.  Since our inception, we have been engaged in business planning activities, including researching the industry, identifying target markets for our products, developing our models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for establishing our offices and identifying future sources of capital.  At the present time, The Company is a distributor for Botanical LED Light Therapy products,  has instituted an anti-aging program in the Boca Med Spa in Boca Raton Florida, is a dealer for Atmospheric Water Solutions, Inc. to sell water machines that makes drinking water from air, has a computer IT remote support division, and has secured trademarks for magazines that would cover the legal cannabis in Colorado, Florida as well as the B2B industry. The company plans to launch a website portal for the cannabis industry. Currently medical marijuana is not legalized in Florida but the company is exploring all opportunities and possibilities for related services that does not directly involve cannabis, or any forms of cannabis should it become legal. The company has a subsidiary called  Consumer Resources Consulting for IT support.

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 officeranddirector 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.

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Health & Wellness Division

Medifirst Light Therapy Systems. Medifirst has launched a new Health and Wellness Division with a new and cutting-edge LED Botanical Light Therapy Systems.  Medifirst signed an agreement with Panacea Photonics whereas it is the exclusive distributor for New York and New Jersey for the LED Light Therapy Systems that incorporates rainforest botanicals in using the technology. Medifirst has attended trade shows in both New York and Orlando and will continue to introduce the LED systems to both the public and to healthcare professionals. The Botanical Light Therapy Systems will appeal to Doctors, Chiropractors, Acupuncturists,  Cosmetologists, Spa and Wellness Centers and most practitioners of Alternative Medicine. This sector represents thousands of healthcare professionals that fall within our exclusive territory and gives us a fantastic opportunity to greatly expand our client base and develop more products to add to our pipeline.” The patent-pending Light Therapy System, developed by Panacea Photonics, uses special botanical formulas to produce amazing results. The botanical solutions utilize highly researched and artfully blended South American Rain Forest botanicals and are rigorously tested to insure the highest levels of performance & safety. They are formulated with 100% all-natural, naturally harvested, hand-crafted, artfully blended & indigenous tribally sourced botanicals.

Atmospheric Water Solutions

The company is a Dealer and sales representative for Atmospheric Water Solution, a Florida based company that generates water by using an advanced patented technology. The water generating machines extract water directly from the air we breathe. By using a patented, advanced filtration and purification system, AWS machines purify water to the cleanest, purest standards in the world. Simply put, this is the purest water available on the planet. Medifirst is the exclusive distributor for tradeshows within the US for the entire Spa and Wellness industry and will seek to expand to international sales as well. The units operate on standard 110V power and on average one gallon of water generated will cost about 10 cents. The units start as a table top model generating up to three gallons a day to large standing machines making up to 400 gallons a day.

Remote Technical Support

Consumer Resources Consultant’s Inc., a Florida based company that provides online remote technical support to PC users. Focusing on the ever increasing need for solid IT infrastructure in the medical industry, Medifirst has identified Consumer Resources as an integral fit in meeting this demand. By adding the skill set already demonstrated by Consumer Resources, Medifirst continues to expand its operations and team, filling key elements with an eye on the future.

Publishing Division

 The company has files for US trademarks for three magazine titles. The first publication is called “Marijuana News & Report” and is positioned to be the premiere industry national B2B trade magazine. The company also plans to create regional publications starting with “Colorado Buds” and "Florida Cannabis" which will be geared to the Florida and Colorado marijuana consumers and state tourism. The goal is to grab top tier positions in both the trade and consumer markets and to position these magazine as leaders of their category. The company also plans to produce digital version Ezines for online consumers. Medifirst is still in the planning stages with these publications.

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Legal Medical Marijuana

The Company is very interested  in, and is following very closely, the progress of medical marijuana becoming legalized in Florida. Currently  the Company  has an agreement with a Florida company, The Original Ganja Gourmet, who represents a known Denver operation. If legalization passes and is instituted,  wet may at that time, based on legalities, rules and regulations, help promote the brand to the business community. we have no plans to be directly involved with growing or selling legal medical marijuana. The Company is considering other business opportunities with non-marijuana products but has not, at this time, completed any related agreements.

Results of Operations

 Quarterly Period Ended March 31, 2014

Revenues

During the  quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014, we generated $47,079, $5,500 and $145,835 in revenues, respectively.

We expect revenues for the short term to remain minimal, however we believe revenues will increase after execution of our business plans.

Expenses

For the quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014 expenses were $157,080, $17,878 and $580,191respectively.

We expect expenses for 2014 to trend upward as we continue to incur additional expenses necessary to grow our business.

Legal and Accounting

For the  quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014 professional fees were $119,367, 6,500 and $177,220, respectively.

We expect professional fees for 2014 to trend marginally downward as we pursue operations in the ordinary course of business, though we will continue to incur additional expenses as a result of our being a publicly traded company.  This includes corporate legal, accounting, stockholder and SEC filing expenses.   

Other Income/(Expense)

For the quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014  other expenses was  $316, $-0-, and $3,519, respectively.

Expense for the three months ended March 31, 2014 consisted of interest expense.

Net Income/(Loss)

For the quarterly period ended March 31, 2014 and 2013, and for the period from November 8, 2010 (inception) to March 31, 2014  the company had net losses of $156,212, $17,878 and $486,468, respectively.

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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, 2014 and 2013, our principal sources of liquidity included cash and cash equivalents of $28,948 and $3,720, respectively.

As of March 31, 2014, we did not have any significant commitments for capital expenditures.

If we do not generate sufficient cash flow to support our operations over the next twelve (12) months, in order to continue as a going concern we may need to raise additional capital by issuing capital stock in exchange for cash.  There are no formal or informal agreements to attain such financing.  The Company’s ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: investors’ perception of, and demand for, securities of companies in our industry; conditions of the U.S. and other capital markets in which we may seek to raise funds; future results of operations, financial condition and cash flow.  Therefore, the Company’s management cannot assure that financing will be available in amounts or on terms acceptable to the Company, or if at all.  Any failure by the Company’s management to raise additional funds on terms favorable to the Company could have a material adverse effect on the Company’s liquidity and financial condition.

Critical Accounting Policies

Our significant accounting policies are summarized in Note 1 of our consolidated financial statements.  While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical.  Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates.  Actual results may differ from those estimates.  Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Recently Adopted Accounting Pronouncements

Please see Note 2 of our consolidated financial statements that describe the impact, if any, from the adoption of Recent Accounting Pronouncements.

Item 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.

18

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 March 6, 2014, the Company issued 500,000 shares of common stock to a holder of convertible promissory notes 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(a) (2) thereof. In the alternative, the common stock  is an exempt security pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 3.  Defaults Upon Senior Securities.

None

Item 4.   Mine Safety Disclosures

Item 5.   Other Information.

There have been no material changes to the procedures by which security holders may recommend nominees to the Registrant’s board of directors.

Item 6.  Exhibits.

31.1 Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

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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.

May 20, 2014

By:	/s/ Bruce Schoengood
	Bruce Schoengood Chief Executive Officer (Principal Executive Officer)

By:	/s/ Bruce Schoengood
	Bruce Schoengood Chief Financial Officer (Principal Financial Officer)

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