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MFST > SEC Filings for MFST > Form 10-Q on 9-Nov-2012All Recent SEC Filings

Show all filings for MEDIFIRST SOLUTIONS, INC.



Quarterly Report


This section must be read in conjunction with the Audited Financial Statements included in this Prospectus.

Plan of Operation

We are a development stage company, incorporated on November 8, 2010 and have recently begun selling our product and services and generating revenue from our business operations. See "Description of Business" contained herein.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve (12) months. Our auditors' opinion is based on the uncertainty of our ability to establish profitable operations. The opinion results from the fact that we have not generated any minimum revenues. Accordingly, we must raise cash from outside or from sources operations. Our only other source for cash at this time is investments by others in our Company.

Our sole officer and director is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission which ultimately could cause you to lose your investment.

Since incorporation, the Company has financed its operations through the private placement of our common stock to selected investors. As of September 30, 2012 , we had $2,370 cash on hand. From inception to September 30, 2012 we had total expenses of $143,060 which were related to start-up costs.

Our intended plan of operations is to generate revenue from our three diverse divisions. Not having all our eggs in one basket, we feel, will help provide more diverse opportunities to generate revenue. The FHC advertising agency division is driven by services offered, consulting and work-for-hire.. For example, a client can be billed for providing industry oversight, expertise and information and the same client can request a video for their business which we outsource and mark up for profit. Our target for sales is $100,000 annual to start with 20% yearly growth.

The Florida Health Community website is designed to be a medical directory with a social media component for users. Doctors and medical professionals can list their business for free. For a one time $2,000 up-charge or premium rate and a $49 monthly fee, a medical professional will get premium placement, a video of their practice that will be placed on their listing and a listing in the newsletter. The website will be operational in April 2012. Our sales target is 7 to 10 premium sales per month for year one. With hosting and website maintenance costs under $500 per month and our quarterly newsletter budgeted at $2000 for editorial and design for each newsletter, which is outsourced, our expectations are to spend additional revenue on marketing and promotion.

The Miracle-cig is a trademarked name for our brand of disposable electronic cigarette. It is sold online at We currently have a merchant account that accepts VISA and MASTERCARD for sales of the product. The cost of the development and website is paid for and the ongoing expenses are hosting under $50 per month and product inventory. Our units sale for $9.95 and our unit cost is about $2.50 per unit. We do not have manufacturing contracts in place as all the manufacturer requires is payment in advance. Our basic unit is not exclusive to us. Dozens of manufacturers in China offer these products and there is little difficulty to purchase them. Orders are filled within 24 hours and payment is made upon order. So we do have funds for fulfillment and inventory. We plan to increase sales using SEO and affiliate partners online and have a target date to have our affiliate programs up and running by May 2012 and achieve search engine placement in the Fall of 2012. Our target sales is 300 to 500 units per month online with the affiliate program and increase to 500 to 1000 units per month when we fully integrate to Google search engine.

If we do not generate sufficient cash flow to support its operations over the next twelve (12) months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing.
We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.

Our management may incur production and development costs within the next twelve months (12) to provide additional products and features to the product family.

We currently do not own any significant plant or equipment that it would seek to sell in the near future.

Our management anticipates hiring employees or independent contractors over the next twelve (12) months as needed. Currently, the Company believes the services provided by its officer and director appears sufficient at this time.

We have not paid for expenses on behalf of our sole director. Additionally, we believe that this policy will not materially change within the next twelve months.

The Company has no plans to seek a business combination with another entity in the foreseeable future.

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.


Item 1. Legal Proceedings.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


Item 3. Defaults Upon Senior Securities.


Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.


Item 6. Exhibits.

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

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

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

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