UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: September 30, 2019

☐ 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:

000-55465

MEDIFIRST SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		27-3888260
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4400 Route 9 South, Suite 1000, Freehold NJ		07728
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 732-786-8044

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
None.

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b- 2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 15, 2019, there were 105,109,341 shares of Common Stock, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

	Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	25

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	29

Item 4. Controls and Procedures.	29

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.	30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	30

Item 3. Defaults Upon Senior Securities.	30

Item 4. Mine Safety Disclosures	30

Item 5. Other Information.	30

Item 6. Exhibits.	31

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets as of December 31, 2018 and September 30, 2019 (unaudited)	2

Consolidated Statements of Operations (unaudited) for the nine months ended September 30, 2019 and 2018	3

Consolidated Statements of Stockholders’ Equity (unaudited) for the nine months ended September 30, 2019 and 2018	4

Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2019 and 2018	5

Notes to Unaudited Consolidated Financial Statements	6

Medifirst Solutions, Inc.

Consolidated Balance Sheets

September 30, 2019 and December 31, 2018

	September 30, 2019 (unaudited)			December 31, 2018

ASSETS

Current Assets:
Cash	$	287,283		$	83,387
Inventory		47,925			32,677
Prepaid expense		1,550			-
Total current assets		336,758			116,064

Property, Plant and Equipment, net		305			592

Operating lease right of use asset, net		27,879			-

Other Assets
Security Deposit		650			650
Intangible Asset -License Agreement, net		90,001			101,252
Total other assets		118,530			101,902

Total Assets	$	455,593		$	218,558

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities
Accounts payable and accrued expenses	$	217,401		$	221,770
Accrued expenses - officer’s compensation		391,766			388,981
Due to related party		8,921			8,921
Loans payable - stockholders		6,371			8,375
Note Payable for license agreement		-			-
Convertible notes payable		576,693			522,446
Convertible notes payable - related party		915			51,005
Derivative Liabilities		717,486			263,468
Operating lease obligation - current portion		19,514			-
Total current liabilities		1,939,067			1,464,966

Operating lease obligation, net of current portion		10,115			-

Total liabilities		1,949,182			1,464,966

Commitments & Contingencies (Note 8)		-			-

Stockholders’ Equity:
Series A preferred stock, $0.0001 par value; 1,000,000 shares authorized, 500,000 and 500,000 shares issued and outstanding, respectively		50			50
Series B convertible preferred stock, $0.0001 par value; 50,000 shares authorized, 8,000 and 8,000 shares issued and outstanding, respectively		1			1
Series C convertible preferred stock, $0.0001 par value; 5,000 shares authorized, 308 and 177 shares issued and outstanding, respectively		-			-
Common stock, $0.0001 par value; 4,000,000,000 shares authorized, 46,331,339 and 3,482,840 shares issued and outstanding, respectively		4,633			348
Additional paid in capital		4,773,855			3,486,856
Accumulated deficit		(6,272,127	)		(4,733,663	)
Total Stockholders’ Equity		(1,493,589	)		(1,246,408	)

Total Liabilities & Stockholders’ Equity	$	455,593		$	218,558

Medifirst Solutions, Inc.

Consolidated Statements of Operations

For the Nine Months Ended September 30, 2019 and 2018 (unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018

Product sales, net		-			-			24,325			4,550
Consulting Income		-			11,500			27,355			11,500
		-			11,500			51,680			16,050
Cost of goods sold		-			-			2,272			379
Gross income		-			11,500			49,408			15,671

Expenses:
Officer’s compensation		37,500			37,500			112,500			112,500
Advertising and promotion		1,374			940			4,706			3,533
Computer and internet		2,039			327			5,403			706
Consulting fees		68,187			51,084			330,579			133,287
Professional fees		28,722			22,884			60,874			99,878
Rent		1,249			6,522			1,249			18,866
Operating lease		5,931			-			15,700			-
Travel		582			1,337			7,888			6,776
Dues and subscriptions		1,365			478			4,818			1,938
Other		26,392			27,516			67,918			75,234
		173,341			148,588			611,635			452,718

Net loss from Operations before other income, expenses		(173,341	)		(137,088	)		(562,227	)		(437,047	)

Other income and (expense)
Interest expense		(220,296	)		(285,047	)		(543,570	)		(575,882	)
Interest income		607			1			904			2
Gain on extinguishment of debt		18,985			11,775			37,921			11,775
Change in fair value -derivatives		(152,517	)		370,247			(471,492	)		230,144

Net loss before provision for income tax	$	(526,562	)	$	(40,112	)	$	(1,538,464	)	$	(771,008	)

Provision for income taxes		-			-			-			-

Net Loss	$	(526,562	)	$	(40,112	)	$	(1,538,464	)	$	(771,008	)

Loss per common share - Basic and fully diluted	$	(0.02	)	$	(0.02	)	$	(0.12	)	$	(0.56	)

Weighted average number of shares outstanding - Basic and fully diluted		25,129,283			1,828,726			13,127,144			1,379,162

Medifirst Solutions, Inc.

Consolidated Statement of Stockholders’ Equity

For the Year Ended December 31, 2018 and the nine months ended September 30, 2019 (unaudited)

	Common Stock				Preferred Class A				Preferred Class B				Preferred Class C					Additional Paid in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount		Capital			Deficit			Equity
Balance - January 1, 2018		849,437		85		500,000		50		8,000		1		-			-		2,831,163			(3,665,129	)		(833,830	)
Issuance of common shares upon conversions of notes payable		376,111		38															41,635						41,673
Issuance of common shares for services rendered		18,000		2															7,200						7,202
Adjustment for reverse stock split taken place in 2018																			124,232						124,232
Additional paid in capital from derivative liability on debt conversion																			77,117						77,117
Net Loss																						(294,569	)		(294,569	)
Balance - March 31, 2018		1,243,548		125		500,000		50		8,000		1		-			-		3,081,347			(3,959,698	)		(878,175	)
Issuance of common shares upon conversions of notes payable		92,015		9															9,089						9,098
Issuance of common shares for services rendered		67,500		7															20,252						20,259
Adjustment for reverse stock split taken place in 2018																			15,934						15,934
Additional paid in capital from derivative liability on debt conversion																			36,043						36,043
Net Loss																						(436,327	)		(436,327	)
Balance - June 30, 2018		1,403,063		141		500,000		50		8,000		1		-			-		3,162,665			(4,396,025	)		(1,233,168	)
Issuance of common shares upon conversions of notes payable		427,755		42															11,646						11,688
Issuance of common shares for services rendered		634,053		63															46,070						46,133
Issuance of preferred shares for services rendered																									-
Additional paid in capital from derivative liability on debt conversion																			10,441						10,441
Net Loss																						(40,112	)		(40,112	)
Balance - September 30, 2018		2,464,871		246		500,000		50		8,000		1		-			-		3,230,822			(4,436,137	)		(1,205,018	)
Issuance of common shares upon conversions of notes payable		1,017,959		102															22,635						22,737
Issuance of common shares for services rendered		-		-																					-
Issuance of preferred shares for services rendered														177			-		204,182						204,182
Additional paid in capital from derivative liability on debt conversion																			29,218						29,218
Net Loss																						(297,526	)		(297,526	)
Balance - December 31, 2018		3,482,830		348		500,000		50		8,000		1		177			-		3,486,856			(4,733,663	)		(1,246,408	)
Issuance of common shares upon conversions of notes payable		2,049,043		205														$	36,810						37,015
Issuance of common shares for services rendered		277,000		28														$	14,099						14,127
Issuance of preferred shares for services rendered														138			-	$	184,507						184,507
Additional paid in capital from derivative liability on debt conversion																		$	33,135						33,135
Net Loss																						(808,404	)		(808,404	)
Balance - March 31, 2019		5,808,873		581		500,000		50		8,000		1		315			-		3,755,407			(5,542,067	)		(1,786,028	)
Issuance of common shares upon conversions of notes payable		7,632,992		763														$	189,755						190,518
Issuance of preferred shares for services rendered														23			-	$	36,164						36,164
Additional paid in capital from derivative liability on debt conversion																		$	223,211						223,211
Net Loss																						(203,498	)		(203,498	)
Balance - June 30, 2019		13,441,865		1,344		500,000		50		8,000		1		338			-		4,204,537			(5,745,565	)		(1,539,633	)
Issuance of common shares upon conversions of notes payable		29,514,464		2,951														$	273,750						276,701
Issuance of common shares for services rendered		2,050,000		205														$	29,890						30,095
Issuance of common shares upon conversion of Series C preferred shares		1,325,000		133										(53	)			$	(83	)					50
Issuance of preferred shares for services rendered														23			-	$	11,809						11,809
Additional paid in capital from derivative liability on debt conversion																		$	253,952						253,952
Net Loss																						(526,562	)		(526,562	)
Balance - September 30, 2019		46,331,329		4,633		500,000		50		8,000		1		308			-		4,773,855			(6,272,127	)		(1,493,588	)

Medifirst Solutions, Inc.

Consolidated Statement of Cash Flows

For the Nine Months Ended September 30, 2019 and 2018 (unaudited)

	2019			2018

Cash flows from operating activities:
Net loss	$	(1,538,464	)	$	(771,008	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation & amortization expense		11,537			11,730
Gain on debt settlement		(37,921	)		(11,775	)
Stock Based Compensation		276,702			82,133
Change in assets and liabilities
Accounts payable and accrued expenses		(1,588	)		78,336
Change in fair value - derivatives		471,492			(230,144	)
Amortization of debt discount & other financing costs		476,691			526,504
Related party and stockholder’s loan		(2,004	)		(6,710	)
Prepaid expenses		(1,550	)		-
Change in operating lease right of use asset		(27,879	)		-
Change in operating lease obligation		29,629			-
Inventory		(15,248	)		379
Net cash used by operating activities		(358,604	)		(320,555	)

Cash flows from investing activities:
None		-			-
Net cash used by investing activities		-			-

Cash flows from financing activities:
Principal payments on debt		(15,500	)		(20,550	)
Proceeds from sale of Convertible notes payable		578,000			131,250
Net cash provided by financing activities		562,500			110,700

Net increase (decrease) in cash		203,896			(209,855	)
Cash at beginning of period		83,387			287,569
Cash at end of period	$	287,283		$	77,714

Supplemental cash flow information:
Cash paid during the period for:
Income taxes	$	500		$	651

Non-cash investing and financing activities:
Common stock issued for convertible debt-related party	$	37,910		$	25,160

Derivative liability extinguished upon conversion	$	530,298		$	123,602

Common stock issued for convertible debt with derivatives	$	57,857		$	109,224

New discounts associated with derivatives on convertible debt	$	512,824		$	-

Related party note reclassified to promissory note		-		$	20,000

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Medifirst Solutions, Inc. (“MSI” or the “Company”) was incorporated in Nevada in November 2010. The Company has not generated significant sales to date. The Company intends to have a diverse product line of consumer products. Since inception, the Company has been engaged in business planning activities, including researching the industry, identifying target markets for the Company’s products, developing the Company’s models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for establishing the Company’s offices and identifying future sources of capital. At the present time, the Company is building products and affiliations in and related to the cosmetic healthcare industry. The company has started to hire a salesforce and sign distribution agreements in anticipation of future sales.

In July 2016, Medifirst, in response to its Premarket Notification 510(k) submission for “The Time Machine” Series Laser, received clearance from the U.S. Food and Drug Administration (“FDA”) to market its infrared Time Machine TTML-8102000 Laser Thermal Therapeutic Device.The Company is actively putting together a sales and distribution team to offer our lasers in the US and foreign markets.

Pursuant to a sale and purchase agreement dated August 19, 2015 between the Company and the Company’s president, the Company acquired 100% of the equity interests in Medical Lasers Manufacturer, Inc. (“MLM”) with the total purchase price of 20,000 shares of the Company’s common stock at $0.001 per share (or $20). The fair value of the acquired entity was $20.

The transaction was considered as a business acquisition and accordingly the acquisition method of accounting has been applied. MLM had no assets at the date of the business combination.

On April 18, 2018, the Company incorporated Concierge Concepts Rx (CCRx), in the State of New Jersey, to be an 80% majority-owned subsidiary. In consideration for his contribution of know-how, CCRx’s co-founder, Walter Molokie, CCRx has agreed to issue a 20% minority interest in CCRx to Mr. Molokie and/or his designees.On July 1, 2018 the Company acquired 100% of the equity interest in Concierge Concepts Rx, Inc. (“CCRx”) with the total purchase price of $20. The fair value of the acquired entity was $20 since the entity was just recently formed and had no identifiable assets or liabilities. The $20 cash payment is for the purchase of CCRx common stock upon acquisition. Medifirst launched Concierge Concepts Rx, a new division focused on the pharmaceutical industry. CCRx that provides unique specialty drug consulting and niche billing services to independent pharmacies and retail pharmacy chains. This division commenced operations in the quarter ended September 30, 2018 with limited activity and is included in the accompanying consolidated financial statements.

The Consolidated financial statements include the accounts of MSI and its wholly owned subsidiaries, MLM and CCRx. All material intercompany balances and transactions have been eliminated in consolidation.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s current technology.

Basis of Presentation

The unaudited interim consolidated financial statements include the accounts of Medifirst Solutions Inc. and its wholly owned subsidiary (Medical Laser Manufactures, Inc., and Concierge Concepts Rx (CCRx) (collectively referred to as the “Company”). All material intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the consolidated financial position of the Company as of September 30, 2019, the consolidated results of its operations for the three-month and nine-month periods ended September 30, 2019 and 2018, the consolidated change in stockholders’ equity for the nine-month period ended September 30, 2019 and 2018 and the consolidated cash flows for the nine-month periods ended September 30, 2019 and 2018. The results of operations for the three-month and nine-month periods ended September 30, 2019 are not necessarily indicative of the operating results for the full year. These financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K for the year then ended.

Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or shareholders’ equity.

Effective July 23, 2018, the Company effected a 1-for-1,000 reverse stock split of its issued and outstanding common stock. The number of shares of common stock issued and outstanding post- reverse stock split is 1,404,073. All fractional shares have been rounded up to the next whole share. There is no reduction in the number of the Company’s shareholders of record. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the reverse stock split as if such reverse stock split occurred on the first day of the first period presented.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Revenue Recognition

Revenue is recognized at the time the product is delivered or services are performed. Provision for sales returns are estimated based on the Company’s historical return experience. Revenue is presented net of returns.

The Company also derives consulting revenue from its CCRx division. Such revenue is recognized at the time services are performed. As a practical expedient, the Company has elected to recognize revenue based on the amount invoiced to the customer if that amount corresponds directly with the value to the customer of the Company’s performance completed to date. Such an assessment requires judgment. The Company can look to the market prices or standalone selling prices of the goods or services as evidence of the value to the customer; however, other evidence could also be used to demonstrate that the amount invoiced corresponds directly with the value transferred to the customer. The right to invoice practical expedient is described as a measure of progress, but it effectively allows the Company to bypass significant portions of the revenue recognition model. Since the Company elects the practical expedient, it typically does not need to determine the transaction price, allocate the transaction price, or select a measure of progress. The Company elects the right to invoice practical expedient and also elects to exclude certain disclosures about the remaining performance obligations in the contract.

The Company adopted the new accounting standard on revenue recognition, ASU No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, which became effective on January 1, 2018.

The Company’s revenue recognition policy standards include the following elements under ASU No. 2014-09 (Topic 606):

Identify the contract with a customer.

ii.

Identify the performance obligations in the contract.

iii.

Determine the transaction price.

iv.

Allocate the transaction price to the performance obligations in the contract.

Recognize revenue when (or as) the entity satisfies a performance obligation.

Accounts Receivable

The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers, maintaining an allowance for potential credit losses. Accounts receivable is reported net of the allowance for doubtful accounts. The allowance is based on management’s estimate of the amount of receivables that will actually be collected. The Company has not recorded an allowance for doubtful accounts as of September 30, 2019 or December 31, 2018.

Inventory

Inventory consists of finished goods and is stated at the lower of cost (first-in, first-out) or market value. Finished goods inventory includes hand held laser devices, their carrying cases and goggles. In addition, as part of the Company’s expansion into the CBD market, they have purchased a small amount of finished goods inventory of CBD products which are ready for resale.

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.

Long-Lived Assets

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.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Intangible Asset- Licensing Agreement

On March 8th 2016 (with an effective date of October 1, 2015), the company, through it’s sole wholly-owned subsidiary (“Licensee”), entered into a Product and Know-How License Agreement (“Agreement”) with a Florida Corporation (“Licensor”) which is owned by a related party - the son of the Company’s CEO. The license provides with respect to the Technology, Licensor hereby grants to Licensee an irrevocable, nontransferable, royalty-bearing license, with a right of sublicense (the “License”), throughout the Territory in the Field of Use, whether or not under the Licensed Patent, to:

use or submit or deliver the Technology and/or any Product to any regulatory body throughout the Territory for purposes of obtaining approval to make, Sell, offer for Sale, import, export and distribute the Technology or Products; and

use or copy the Technology and/or any Product; and

market, make, have made, Sell, offer for Sale, import and distribute Products; and

sublicense the Technology; and

prepare, or have prepared on its behalf, modifications, enhancements and/or derivative works of the Technology.

In connection with the license granted, Licensor hereby grants to Licensee a license to the Licensed Patents, whether now existing or hereafter acquired.

The consideration for the licensing agreement consisted of the issuance of 25,000 Series B Preferred stock shares to the Licensor (at par) plus a $150,000 promissory note issued by the Company to the licensor. On September 15, 2017 the Note was amended to include provisions to allow conversion of the Note into common stock of the Company. On September 25, 2017, $16,250 in principal on this note was satisfied by the conversion into 25,000,000 shares of the Company’s common stock. During the quarter ended June 30, 2018, the original noteholder assigned $20,000 in principal to an unrelated third-party. There were $32,550 in cash principal paydowns to the original noteholder during the year ended December 31, 2018. There were an additional $33,345 in conversions to common stock that took place on these two notes during the year ended December 31, 2018. During the quarter-ended June 30, 2019 there were $2,700 in principal paydowns to the original noteholder and $13,580 in conversions to common stock. During the quarter-ended September 30, 2019 there were $24,310 in conversions to common stock by the original noteholder. The principal balance on this note as of September 30, 2019 is $915 to the original noteholder and $16,650 in principal balance to the new unrelated third-party noteholder.

The last part of the consideration in this license agreement is the royalty payments which have not taken effect yet since they are based on sales for which the company has had only minimum thus far.

The licensing agreement is for a ten-year period effective from October 1, 2015. The cost of the licensing agreement is being amortized over its ten-year period and charged to income on a straight-line basis.

Product Warranty

We generally provide a one-year warranty on our products. Currently no material evaluations or studies have been performed to obtain warranty data since there are so few sold products outstanding. As sales increase, the Company will estimate future warranty costs from historical data and trends of product reliability and costs of repairing and replacing defective products.

Debt Issue Costs and Debt Discount

The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts are immediately expensed. Beginning in 2015, the Company adopted ASU 2015-03: Simplifying the Presentation of Debt Issuance Costs and has reflected the deferred financing costs as a direct reduction of the related debt (See table included in Note 5 to Consolidated Financial Statements).

Original Issue Discount

For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

Derivative Liabilities

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. The Company assessed its securities for purposes of determining the proper accounting treatment and valuation as set forth in the Statement of Financial Accounting Standard ASC 820–10–35–37 Fair Value in Financial Instruments; Statement of Financial Accounting Standard ASC 815 Accounting for Derivative Instruments and Hedging Activities; and Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once the derivative liabilities are determined, they are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Use of Estimates

The preparation of consolidated 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 reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Financial Instruments

The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable, and other accrued liabilities approximate their fair values.

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. Although there is a revenue stream from consulting within our CCRx subsidiary, such amounts have been immaterial and do not warranting separate segment reporting at this time. Currently, the Company does not evaluate the separate segment results and the Company’s chief operating decision maker (CODM) whose function is to allocate resources, does not assess the performance of the segments of the Company under ASC 280-10-50-1.

Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share based on the authoritative guidance. Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive. As described in Note 5 to the financial statements, as of September 30, 2019, convertible debt can be converted into approximately 267,399,300 shares of common stock.

Income Taxes

The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any unrecognized tax benefits as of September 30, 2019, and does not expect this to change significantly over the next 12 months.

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 on the issuance date.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2019, the Company had $287,283 in cash equivalents and $83,387 in cash equivalents of at December 31, 2018.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Recent Pronouncements

The Company is no longer an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act.

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, which align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). ASU 2018-15 is effective for the Company beginning in the first fiscal quarter of 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments,” which amends the guidance on measuring credit losses on financial assets held at amortized cost. The amendment is intended to address the issue that the previous “incurred loss” methodology was restrictive for an entity’s ability to record credit losses based on not yet meeting the “probable” threshold. The new language will require these assets to be valued at amortized cost presented at the net amount expected to be collected with a valuation provision. This update standard is effective for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of this ASU on the consolidated financial statements.

In August 2018, the Securities and Exchange Commission (the “SEC”) issued a final rule that amends certain of the SEC’s disclosure requirements, including requirements relating to disclosures about changes in stockholders’ equity. For Quarterly Reports on Form 10-Q, the final rule extends to interim periods the annual requirement in Rule 3-04 of Regulation S-X, to disclose (1) changes in stockholders’ equity and (2) the amount of dividends per share for each class of shares (as opposed to common stock only, as previously required). Pursuant to the final rule, registrants must now analyze changes in stockholders’ equity, in the form of a reconciliation, for “the current and comparative year-to-date [interim] periods, with subtotals for each interim period,” i.e., a reconciliation covering each period for which an income statement is presented. Rule 3-04 of Regulation S-X permits the disclosure of changes in stockholders’ equity (including dividend-per-share amounts) to be made either in a separate financial statement or in the notes to the financial statements. The final rule is effective for all filings made on or after November 5, 2018. SEC staff has indicated it would not object if a registrant’s first presentation of the changes in shareholders’ equity is included in its Form 10-Q for the quarter that begins after the effective date of the amendments. Therefore, the Company conformed to this rule in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

Note 2. PROPERTY, PLANT AND EQUIPMENT (NET)

Equipment is recorded at cost and consisted of the following at September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
Computer equipment	$	8,956		$	8,956
Less: accumulated depreciation		(8,652	)		(8,365	)

	$	305		$	592

Depreciation expense was $287 and $480, for the nine-months ended September 30, 2019 and 2018 respectively.

Note 3. DUE TO RELATED PARTY

The Company was indebted to a related party through common management in the amount of $8,921 at September 30, 2019 and December 31, 2018, respectively. The loan bears no interest and is payable on demand. See Note 10 for additional related party transactions.

Note 4. LOANS PAYABLE - STOCKHOLDERS

During the nine-months ended September 30, 2019 and the year ended December 31, 2018 a stockholder of the Company advanced the Company $-0- and $-0- respectively. The loan has a balance of $6,371 at September 30, 2019 and $8,375 at December 31, 2018, respectively. The loan bears no interest and is payable on demand.

In December 2012, the Company issued a promissory note to a stockholder in the amount of $5,000 with interest at 10% per annum. Principal and interest were due and payable on June 2, 2013. In April 2014, the note was amended to provide the note holder with the option to convert the note to the Company’s common stock at $0.0001 per share. Subsequently, in 2014, in a private transaction, the note holder transferred $2,500 of note principal to third parties and the new holders converted their holdings into 2,500 shares of the Company’s common stock. During 2015, the original note holder transferred an additional $2,400 of note principal to third parties who converted their holdings into 2,400 shares of the Company’s common stock. At September 30, 2019 and December 31, 2018, the loan balance was $100 and $100, respectively.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

At September 30, 2019 and December 31, 2018, the Company was indebted to a stockholder in the amount of $1,000 and $1,000, respectively. The loan has an interest rate of 26.7%. Principal and accrued interest were due and payable on January 1, 2014.

Note 5. CONVERTIBLE NOTES PAYABLE

Note Payable-BS

In March 2011, the Company issued $800 aggregate principal amount of 6% convertible notes due in January 2012. Interest on the notes accrue 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 $110 of note principal into 1,100 shares of common stock as follows:

Date of Conversion	Principal Amount Converted		Conversion Rate		Shares Received
June 2013	$	70	$	0.0001		700
August 2013	$	40	$	0.0001		400

In August 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 August 2013, in a private transaction, the new note holder transferred $5 of the remaining note principal to a third party who then converted the note into 50 shares of common stock.

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

In September 2013, in a private transaction, the new note holder transferred $35 of the remaining note principal to a third party who then converted the note into 350 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:

Date of Conversion	Principal Amount Converted		Conversion Rate		Shares Received
November 2013	$	40	$	0.0001		400
December 2013	$	50	$	0.0001		500

In March and April 2014, the new note holder converted an additional $90 of note principal into 900,000 shares of common stock as follows:

Date of Conversion	Principal Amount Converted		Conversion Rate		Shares Received
March 2014	$	50	$	0.0001		500
April 2014	$	40	$	0.0001		400

Subsequent to these conversions there remains $125 in note principal outstanding at September 30, 2019.

Note Payable-SF

In July 2013, the holder of the second note converted $240 of note principal into 400 shares of the Company’s common stock at $0.0006 per share. At September 30, 2019 and December 31, 2018, the note had a remaining principal balance of $60 and $60, respectively.

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 up to 4,628,501 shares at September 30, 2019 and 347,936 shares at December 31, 2018.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Note Payable-RK

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 had the option of converting it at any time prior to maturity. The note plus any accrued but unpaid interest were 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 shares of common stock as follows:

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

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

In July 2013, the note holder converted $300 of note principal into 300 shares of the Company’s common stock.

In July 2013, in a private transaction, the note holder transferred the remaining note principal balance of $9,690 to a third party (See Note Payable-NW below).

Note Payable-NW

After receiving the transfer of the principal balance of $9,690 in July 2013 in the private transaction noted in Note Payable-RK above, in August 2013, in a private transaction, the new note holder of the aforementioned note transferred $4,475 of principal to a stockholder of the company.

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

In October 2014, the note holder converted $1,100 of note principal into 1,100 of the Company’s common stock.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 347,936 shares at December 31, 2018.

In August 2016, the note holder converted $3,000 of note principal into 3,000,000 shares of the Company’s common stock. At September 30, 2019 and December 31, 2018, the remaining principal balance on this portion of the note is $715 and $715 respectively.

Note Payable-MC #2

In April 2015, the Company issued a $3,000 8% per annum note that matures in October 2015. The holder of the note has the right to convert the principal into shares of the Company’s common stock at any time 180 days after the closing date at $0.0001 per share. Interest on the note accrues interest at 8% per annum and is payable when the note matures. During January 2017, the current noteholder converted $1,100 in principal balance into 11,000 shares of common stock. During the same period, the current noteholder transferred $600 of the remaining principal balance to another investor who then converted the entire principal balance he received into 6,000 shares of common stock. During April 2017, the current noteholder converted $410 of remaining principal into 6,000 shares of common stock. There remains $890 in principal balance at September 30, 2019 and at December 31, 2018.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Convertible Notes Payable-SO (8%)

On May 2, 2016, the Company issued to an Investor a convertible redeemable note in the principal amount of $57,750 (“the Note”). The Note, which matures on May 2, 2017, pays interest at the rate of 8% per annum. The note contains a 10% original issue discount. The holder of the note is entitled, at its option beginning on the 6 month anniversary, to convert all or any of the principal face amount of the Note then outstanding into shares of the Company’s common stock at the price equal to 55% of the lowest trading price for the twenty prior trading days including the date of conversion. During the quarter ended March 31, 2017 the noteholder converted $32,298 of the principle balance into 23,490 shares of common stock thereby leaving a principal balance of $25,452 on the note at December 31, 2017. During the first quarter of 2018, the noteholder converted $23,000 of the principle balance into 122,727 shares of common stock thereby leaving a principal balance of $2,452 on the note at June 30, 2018. During the quarter ended September 30, 2018, the noteholder converted the remaining balance of the note into 148,316 shares on common leaving no balance due on the note as of December 31, 2018. There is $12,896 in accrued interest and penalty assessments on this note as of December 31, 2018 which is included in accrued expenses payable on the balance sheet. During the quarter-ended March 31, 2019 the Company reached a settlement agreement with the noteholder where it paid all the outstanding interest and penalty and nothing is due to the noteholder as of March 31, 2019 The noteholder converted $5,813 of interest and penalty into 398,859 shares of common stock of the Company and $9,815 was paid in cash to the noteholder by the Company thereby resulting in additional interest expense of $2,732.

Convertible Notes Payable - Funding (8%)

On May 1 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”) for the sale of convertible redeemable notes in aggregate principal amount of $1,012,500. The back end-notes were all cancelled so only a total of $506,250 were actually funded. On May 1st, 2017 and June 2, 2017, the Company and the Investor conducted the first two closings under the Purchase Agreement, pursuant to which the Company issued to the Investor (i) a convertible redeemable note in principal amount of $131,250 (the “$131K Note”); and (ii) a convertible redeemable note in principal amount of $125,000 (the “$125K Note”). On July 10, 2017 and August 7, 2017, the Company and the Investor conducted the second two closings under the Purchase Agreement, pursuant to which the Company issued to the Investor two convertible redeemable notes each in the principal amount of $125,000;

The two notes issued May 1,2017 ($131,250) and June 2, 2017 ($125,000) became convertible on October 28, 2017 and December 4, 2017 respectively and required derivative treatment at that time. The embedded derivative was bifurcated and accounted for separately along with the derivative discount. The derivative liability is marked-to-market each quarter with the resulting gain or loss valuation being reported in the statement of operations.

During the quarter ended December 31, 2017 (after the six-month waiting period) the holder of the original note in the principal amount of $131,250 converted $21,500 and $15,350 of the note’s principal balance into 35,058 and 39,714 shares of the Company’s common stock, respectively. The principal balance remaining on this convertible note is $94,400 as of December 31,2017. During the quarter ended March 31, 2018 the holder of the original note converted, through four separate conversion transactions, a total of $38,870 of the note’s principal balance into total of 193,384 shares of the Company’s common stock. During the quarter ended June 30, 2018 the holder of the original note converted $10,030 of the note’s principal balance into total of 62,015 shares of the Company’s common stock. During the quarter ended September 30, 2018 the holder of the original note converted $2,200 of the note’s principal balance into total of 69,439 shares of the Company’s common stock. During the quarter ended December 31, 2018 the holder of the original note converted $10,640 of the note’s principal balance and $1,312 of accrued interest into total of 148,545 shares of the Company’s common stock. During the quarter-ended March 31, 2019 the noteholder converted $21,125 in principal and $2,977 in accrued interest into 1,249,684 shares of common stock. The principal balance remaining on this convertible note is $11,535 as of March 31, 2019. During the quarter-ended June 30, 2019 the noteholder converted the remaining $11,535 in principal and $3,609 in accrued interest into 488,866 shares of common stock. There $-0- in principal balance left on the note as of September 30, 2019.

Convertible Notes Payable - JR (5%) to CB 8%

On August 2, 2017 the Company issued a convertible note payable (promissory note) to an investor in the principal amount of $50,000. The note matures on August 2, 2018 and bears interest at 5%. The note holder has the right at any time on or after the day that is six months from August 2, 2018 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock at a fixed price of .003 per share. The embedded derivative on the note was valued and bifurcated effective October 1, 2018. During the quarter ended December 31, 2018, $4,500 in principal on this note was satisfied by the noteholder converting such amount into 150,000 shares of the Company’s common stock. During the quarter-ended March 31, 2019 the noteholder converted $3,300 in principal balance into 200,000 shares of the Company’s common stock. The remaining principal balance outstanding on the note is $42,200 as of March 31, 2018. During the quarter-ended June 30, 2019 the noteholder converted $6,000 in principal balance into 333,333 shares of the Company’s common stock. The remaining principal balance outstanding on the note is $36,200 as of June 30, 2018.

On July 22, 2019, the above referenced note was sold by the original noteholder (JR) to another investor (CB). The Company issued a replacement note in the amount of $41,125 which pays interest at the rate of 8% per annum and matures January 19, 2021. The new principal amount included the remaining principal amount from the original note and accrued interest on the original note through the date of sale. During the quarter ended Se+A322ptember 30, 2019 the new noteholder (CB) converted $19,886 in principal into 2,380,599 shares of the Company’s common stock. The remaining principal balance outstanding on this note is $21,239 as of September 30, 2018.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Convertible Notes Payable - MLM (10%)

As more fully described in Note 1 to the financial statements, on March 8th 2016 (with an effective date of October 1, 2015), the company, through its sole wholly-owned subsidiary (“Licensee”), entered into a Product and Know-How License Agreement (“Agreement”) with a Florida Corporation (“Licensor”) which is owned by a related party - the son of the Company’s CEO. The consideration for the licensing agreement consisted of the issuance of 25,000 Series B Preferred stock shares to the Licensor (at par) plus a $150,000 promissory note issued by the Company to the licensor. During the quarter-ended June 30, 2017, $18,986 in accrued interest was satisfied through the issuance of 17,273 shares of the Company’s common stock. On September 15, 2017 the Note was amended to include provisions to allow conversion of the Note into common stock of the Company. At such time the Note was valued with it’s embedded derivative and discount. On September 25, 2017, $16,250 in principal on this note was satisfied by the conversion into 25,000 shares of the Company’s common stock leaving a balance on the note of $133,750 at December 31, 2017. During the year ended December 31, 2018 the Company made cash paydowns to the noteholder in the total amount of $32,550. In addition, $30,195 in principal balance on the note was converted into 495,000 shares of the Company’s common stock. The ending principal balance on this note at December 31, 2018 is $51,005 to the original noteholder. During the year-ended December 31, 2018 the unrelated third-party noteholder converted $3,350 in principal balance into 120,000 shares of the Company’s common stock thereby leaving a principal balance to this unrelated noteholder in the amount of $16,650. During the quarter-ended March 31, 2019 the Company made principal paydowns in the amount of $5,700 to the original noteholder and the original noteholder converted $3,800 in principal balance into 200,000 shares of the Company’s common stock. The ending principal balance on this note at March 31, 2019 is $41,505 to the original noteholder and $16,650 to the unrelated third-party noteholder. During the quarter-ended June 30, 2019 the Company made principal paydowns in the amount of $2,700 to the original noteholder and the original noteholder converted $13,580 in principal balance into 580,000 shares of the Company’s common stock. The ending principal balance on this note at June 30, 2019 is $25,225 to the original noteholder and $16,650 to the unrelated third-party noteholder. During the quarter-ended September 30, 2019 there were $24,310 in conversions to common stock by the original noteholder. The principal balance on this note as of September 30, 2019 is $915 to the original noteholder and $16,650 in principal balance to the new unrelated third-party noteholder.

Convertible Notes Payable - LG (8%) (Notes 5 & 6)

On January 25, 2018 the Company issued a convertible note payable (promissory note) to an investor in the principal amount of $78,750. The note matures on January 25, 2019 and bears interest at 8%. The note holder has has the right at any time on or after the day that is six months from January 25, 2018 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. The entire principal balance of $78,750 is outstanding as of September 30, 2019.

On June 4, 2018 the Company issued a convertible note payable (promissory note) to an investor in the principal amount of $52,500. The note matures on June 4, 2019 and bears interest at 8%. The note holder has has the right at any time on or after the day that is six months from June 4, 2018 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. The entire principal balance of $52,500 is outstanding as of September 30, 2019.

Convertible Notes Payable - PULG (8%) (Notes 1 & 2)

On October 1, 2018 the Company issued a convertible note payable (convertible promissory note PULG (8%) Note 1) to an investor in the principal amount of $58,000. The note matures on April 1, 2020 and bears interest at 8%. The note holder has has the right at any time on or after the day that is six months from October 1, 2018 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. During the quarter ended June 30, 2019 the noteholder converted the entire $58,000 principal balance into 1,649,537 shares of common stock. There is no principal balance outstanding as of September 30, 2019 on this note..

On November 19, 2018 the Company issued a convertible note payable (convertible promissory note PULG (8%) Note 2) to an investor in the principal amount of $65,000. The note matures on May 19, 2020 and bears interest at 8%. The note holder has the right at any time on or after the day that is six months from November 19, 2018 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. During the quarter-ended June 30, 2019 the noteholder converted $57,900 of principal balance into 2,380,451 shares of common stock. The Company then paid $13,736 to retire the remaining $7,100 in principal balance along with $2,740 in accrued interest thereby recognizing $3,896 in gain on the debt extinguishment. There is no principal balance outstanding as of September 30, 2019 on this note.

Convertible Notes Payable - PULG (8%) (Notes 3, 4 & 5)

On January 24, 2019 the Company issued a convertible note payable (convertible promissory note PULG (12%) Note 3) to an investor in the principal amount of $43,000. The note matures on May 24, 2020 and bears interest at 12%. The note holder has the right at any time on or after the day that is six months from January 24, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. During the quarter-ended September 30, 2019 the noteholder converted the entire $43,000 principal balance into 4,153,110 shares of common stock. There is no principal balance outstanding as of September 30, 2019 on this note.

On February 4, 2019 the Company issued a convertible note payable (convertible promissory note PULG (12%) Note 4) to an investor in the principal amount of $38,000. The note matures on November 30, 2019 and bears interest at 12%. The note holder has the right at any time on or after the day that is six months from February 4, 2019, 2018 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. During the quarter-ended September 30, 2019 the noteholder converted the entire $38,000 principal balance into 3,644,299 shares of common stock. There is no principal balance outstanding as of September 30, 2019 on this note.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

On March 26, 2019 the Company issued a convertible note payable (convertible promissory note PULG (8%) Note 5) to an investor in the principal amount of $43,000. The note matures on September 21, 2020 and bears interest at 8%. The note holder has has the right at any time on or after the day that is six months from March 26, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. During the quarter-ended September 30, 2019 the noteholder converted $10,700 principal balance into 1,646,154 shares of common stock. There is $32,300 in principal balance outstanding as of September 30, 2019 on this note.

Convertible Notes Payable - BR (12%) (Note 1)

On February 25, 2019 the Company issued a convertible note payable (convertible promissory note BR (12%) Note 1) to an investor in the principal amount of $65,000. The note matures on February 25, 2020 and bears interest at 12%. The note holder has the right at any time on or after the day that is six months from February 25, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. During the quarter-ended September 30, 2019 the noteholder converted $26,000 principal balance into 2,852,215 shares of common stock. There is $39,000 in principal balance outstanding as of September 30, 2019 on this note.

Convertible Notes Payable - CB (8%) (Note 1)

On February 27, 2019 the Company issued a convertible note payable (convertible promissory note CB (8%) Note 2) to an investor in the principal amount of $51,500. The note matures on August 20, 2020 and bears interest at 8%. The note holder has the right at any time on or after the day that is six months from February 27, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. The entire principal balance of $51,500 is outstanding as of September 30, 2019.

Convertible Notes Payable - GS (8%) (Note 1)

On February 20, 2019 the Company issued a convertible note payable (convertible promissory note GS (8%) Note 1) to an investor in the principal amount of $54,000. The note matures on August 20, 2020 and bears interest at 8%. The note holder has the right at any time after issuance to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. During the quarter-ended September 30, 2019 the noteholder converted $22,748 principal balance into 3,140,112 shares of common stock. There is $31,252 in principal balance outstanding as of September 30, 2019 on this note.

Convertible Notes Payable - PULG (8%) (Notes 6 & 7)

On April 24, 2019 the Company issued a convertible note payable (convertible promissory note PULG (8%) Note 6) to an investor in the principal amount of $58,000. The note matures on October 24, 2019 and bears interest at 8%. The note holder has the right at any time on or after the day that is six months from April 24, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. The entire principal balance of $58,000 is outstanding as of September 30, 2019.

On June 11, 2019 the Company issued a convertible note payable (convertible promissory note PULG (8%) Note 7) to an investor in the principal amount of $43,000. The note matures on December 11, 2019 and bears interest at 8%. The note holder has the right at any time on or after the day that is six months from June 11, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. The entire principal balance of $43,000 is outstanding as of September 30, 2019.

Convertible Notes Payable - CB (8%) (Note 2)

On May 24, 2019 the Company issued a convertible note payable (convertible promissory note CB (8%) Note 2) to an investor in the principal amount of $51,500. The note matures on November 24, 2019 and bears interest at 8%. The note holder has the right at any time on or after the day that is six months from May 24, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. The entire principal balance of $51,500 is outstanding as of September 30, 2019.

Convertible Notes Payable - PULG (12%) (Notes 8, 9 & 10)

On July 11, 2019 the Company issued a convertible note payable (convertible promissory note PULG (12%) Note 8) to an investor in the principal amount of $33,000. The note matures on January 11, 2021 and bears interest at 12%. The note holder has the right at any time on or after the day that is six months from July 11, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. The entire principal balance of $33,000 is outstanding as of September 30, 2019.

On August 21, 2019 the Company issued a convertible note payable (convertible promissory note PULG (12%) Note 10) to an investor in the principal amount of $45,000. The note matures on February 28, 2021 and bears interest at 12%. The note holder has the right at any time on or after the day that is six months from August 21, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. The entire principal balance of $45,000 is outstanding as of September 30, 2019.

On August 28, 2019 the Company issued a convertible note payable (convertible promissory note PULG (12%) Note 9) to an investor in the principal amount of $38,000. The note matures on February 21, 2021 and bears interest at 12%. The note holder has the right at any time on or after the day that is six months from August 28, 2019 to convert any part or all of the outstanding unpaid principal balance into shares of the Company’s common stock. The entire principal balance of $38,000 is outstanding as of September 30, 2019.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

The Company’s convertible notes payable, other notes payable, and the related derivative liabilities, derivative discount, deferred financing costs and original-issue discount are presented in the financial statements at September 30, 2019 as follows:

	Remaining		Original						Deferred			Total Convertible
9/30/2019	Principal		Issue			Derivative			Financing			Notes			Derivative
Debt	Amount		Discount			Discount			Costs			Payable			Liability

Note Payable - BS	$	125										$	125
Note Payable - SF		60											60
Note Payable - SD		15,000											15,000
Note Payable - NW		715											715
Note Payable - MC #2		890											890
Note Payable - KinerjaPay		15,000											15,000
Convertible Note Payable - JR to CB (5%)		21,239					(20,687	)					552			27,382
Convertible Note Payable - HG (10%)		16,650											16,650			-
Convertible Note Payable - LGC (8%) 2		52,500					-						52,500			46,438
Convertible Note Payable - LGC (8%) 3		125,000					-			-			125,000			58,802
Convertible Note Payable - LGC (8%) 4		125,000					-			-			125,000			89,963
Convertible Note Payable - MLM (10%) (Related party)		915					-						915			72,810
Convertible Note Payable - LGC (8%) 5		78,750								-			78,750			55,608
Convertible Note Payable - LGC (8%) 6		34,440					-						34,440			1,590
Convertible Notes Payable- PULG (8%) 3		43,000					(6,375	)		(1,469	)		35,156			14,150
Convertible Notes Payable- PULG (8%) 5		32,300					(31,091	)		(2,399	)		(1,190	)		30,918
Convertible Notes Payable- BR (12%) 1		39,000					(9,024	)		(2,041	)		27,935			29,580
Convertible Notes Payable- CB (8%) 1		51,500		(3,044	)		(50,642	)		(913	)		(3,099	)		67,927
Convertible Notes Payable- GS (8%) 1		31,252					(29,297	)		-			1,955			40,652
Convertible Notes Payable- CB (8%) 2		51,500		(3,830	)		(38,835	)		(1,149	)		7,686			27,172
Convertible Notes Payable- PULG (8%) 7		58,000					(6,775	)		(2,131	)		49,094			15,149
Convertible Notes Payable- PULG (12%) 8		33,000					(31,475	)		(2,553	)		(1,028	)		40,072
Convertible Notes Payable- PULG (12%) 9		38,000					(37,776	)		(2,815	)		(2,591	)		45,348
Convertible Notes Payable- PULG (12%) 10		45,000					(44,131	)		(2,776	)		(1,907	)		53,925

	$	908,836	$	(6,874	)	$	(306,108	)	$	(18,246	)	$	577,608		$	717,486

As of September 30, 2019, the convertible notes payable can be converted into approximately 267,399,300 shares of common stock.

Note 6. DERIVATIVES AND FAIR VALUE INSTRUMENTS

The Company applied paragraph 815-10-05-4 of the FASB Accounting Standards Codification to the 5% Convertible Notes Payable issued June 12th 2015 and the 8% Convertible Note payable issued June 25th 2015 and for the 8% Convertible Notes Payable issued January 7, 2016 and March 7, 2016, the 9% Convertible Note payable issued October 1, 2016 the 8% Convertible Notes Payable issued January 25, 2018 and June 4, 2018, the 8% convertible notes payable issued October 1, 2018 and November 19, 2018, the 8% convertible notes payable issued February 20, 2019 and February 27, 2019, March 26, 2019, April 26, 2019, May 4, 2019, June 11, 2019 and to the 12% convertible notes payable issued January 28, 2019, February 6, 2019, February 25, 2019, July 11, 2019, August 21, 2019 and August 28, 2019. Based on the guidance in paragraph 815-10-05-4 of the FASB Accounting Standards Codification the Company concluded these instruments were required to be accounted for as derivatives on issuance date. The Company records the fair value of the Convertible Notes Payable and certain warrants that are classified as derivatives on issuance date and the fair value changes on each reporting date reflected in the consolidated statements of operations as “Change in Fair Value - derivatives.” These derivative instruments are not designated as hedging instruments under paragraph 815-10-05-4 of the FASB Accounting Standards Codification and are disclosed on the balance sheet under Derivative Liabilities.

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepayments and other current assets, accounts payable, and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company’s Level 3 financial liabilities consist of the 5% Convertible Notes Payable issued June 12th 2015 and the 8% Convertible Note payable issued June 25th 2015 and for the 8% Convertible Notes Payable issued January 7, 2016 and March 7, 2016 and May 1, 2017 and June 2, 2017 and July 10, 2017 and August 15, 2017, the 9% Convertible Note payable issued October 1, 2016, The 8% Convertible note payable issued January 25, 2018, the 8% Convertible note payable issued June 4, 2018 and the 8% convertible notes payable issued October 1, 2018 and November 19, 2018, the 8% convertible notes payable issued February 20, 2019 and February 27, 2019, March 26, 2019, April 26, 2019, May 4, 2019, June 11, 2019 and to the 12% convertible notes payable issued January 28, 2019, February 6, 2019, February 25, 2019, July 11, 2019, August 21, 2019 and August 28, 2019 for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. We have valued the automatic conditional conversion, re-pricing/down-round, change of control; default and follow-on offering provisions using a lattice model, with the assistance of a valuation consultant, for which management understands the methodologies. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of issuance and September 30, 2019. The primary assumptions include: projected annual volatility of 260% to 346%; the follow-on securities purchase option; the conversion feature as a percentage of Market; automatic/conditional conversions; market price trigger events.

As of September 30, 2019 the Company’s derivative financial instruments included:

Embedded derivatives associated with certain of the Company’s unsecured convertible notes payable. The Company’s 5% convertible notes payable and 8% convertible notes payable and 9% convertible note payable and 12% note payable issued to unrelated investors is a hybrid instrument, which warrants separate accounting as a derivative instrument. The embedded derivative feature has been bifurcated from the debt host contract, referred to as the Derivative Liability, which resulted in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes Payable. The unamortized discount is amortized to interest expense using the effective interest method over the life of the Notes. The embedded derivative feature includes the conversion feature within the notes and an early redemption option. The compound embedded derivatives within the convertible notes have been recorded at fair value at the date of issuance; and are marked-to-market each reporting period with changes in fair value recorded to the Company’s statement of operations as Change in fair value of derivative liabilities.

The 5% Convertible Note Payable and the 8% Convertible Notes Payable, the 9% convertible note payable and the 12% convertible notes payable are valued at September 30, 2019. The following assumptions were used for the valuation of the embedded derivative:

The stock prices in the range $0.00900 to $0.04200 in this period (basis for the variable conversion prices) would fluctuate with the Company projected volatility;

An event of default for the Convertible Note would occur 0% of the time, increasing 1.00% per month to a maximum of 5.0%;

Alternative financing for the Convertible Note would be initially available to redeem the note 0% of the time and increase monthly by 1% to a maximum of 10%;

Capital raising events (a single financing at 1 month from the valuation date) was previously a factor for the VV Note but are no longer projected. The full reset events projected to occur based on future stock issuance (single event) result in a reset exercise price.

The monthly trading volume would average $225,000 (rounded) as of 9/30/19 and would increase at 5% per month; ownership limits conversion across LG’s notes based on 4.99% with shares outstanding increasing monthly by 1%.

The variable conversion price of 45% to 65% over 3 to 20 trading days would have effective rates of 44.21% to 60.01%;

The Note Holders would automatically convert the notes early (and not hold to maturity) with variable conversion prices and full ratchet resets if the registration was effective and not in default;

The projected annual volatility for each valuation period was based on the historical volatility of the Company in the range 180% to 343%.

The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuation.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

The Company’s derivative liabilities on convertible notes payable are presented at market value in the financial statements at September 30, 2019 as follows:

					Derivative		Quarter Ended		Quarter Ended			Ended March 31,			Derivative		Quarter Ended		Quarter Ended			Ended June 30,			Derivative		Quarter Ended		Quarter Ended			Ended September 30,			Derivative
	Derivative				Valuation		March 31,		March 31,			2019			Valuation		June 30,		June 30,			2019			Valuation		September 30,		September 30,			2019			Valuation
9/30/2019	Treatment		Maturity		December 31,		2019		2019			Mark-to-			March 31,		2019		2019			Mark-to-			June 30		2019		2019			Mark-to-			September 30,
Convertible Note	Date		Date		2018		Issuances		Conversions			Market			2019		Issuances		Conversions			Market			2019		Issuances		Conversions			Market			2019

5 % Convertible Note- Payable - issued 6/12/2015		4/12/2016		1/7/2017	$	1,431			$	-			(1,431	)	$	-									$	-									$	-

8% Convertible Notes Payable- issued May 1, 2016		10/28/2017		5/1/2018	$	15,356			$	(21,462	)		18,890		$	12,784			$	(13,240	)		456		$	-									$	-

8% Convertible Notes Payable- issued June 7, 2016		12/4/2017		6/7/2018	$	22,808							36,386		$	59,194			$	(28,559	)		13,749		$	44,384			$	(57,314	)		45,579		$	32,649

10% Convertible Notes Payable- issued March 8, 2016		9/15/2017		9/8/2018	$	28,741			$	(17,244	)		60,574		$	72,071			$	(37,204	)		18,723		$	53,590							19,220		$	72,810

8% Convertible Notes Payable- issued August 15, 2017		4/1/2018		8/15/2018	$	22,673						$	36,370		$	59,043							(12,796	)	$	46,247							12,578		$	58,825

8% Convertible Notes Payable- issued July 10, 2017		4/1/2018		7/10/2018	$	22,743						$	36,379		$	59,122							(12,817	)	$	46,305							12,576		$	58,881

8% Convertible Notes Payable- issued January 25, 2018		4/1/2018		1/25/2019	$	8,354						$	46,302		$	54,656							(11,715	)	$	42,941							12,667		$	55,608

8% Convertible Notes Payable- issued June 4, 2017		6/4/2018		6/4/2018	$	16,972						$	12,760		$	29,732							11,394		$	41,126							5,312		$	46,438

5% Convertible Notes Payable- issued August 2, 2017		10/1/2018		8/2/2020	$	51,639			$	(4,990	)	$	22,429		$	69,078			$	(8,344	)		(7,195	)	$	53,539		-	$	(52,376	)		(1,163	)	$	-

8% Convertible Notes Payable- issued October 1, 2018		10/1/2018		4/1/2020	$	36,818						$	32,844		$	69,662			$	(83,311	)		13,649		$	-									$	-

8% Convertible Notes Payable- issued November 19, 2018		11/19/2018		5/19/2020	$	35,933						$	41,365		$	77,298			$	(64,824	)		(12,474	)	$	-									$	-

12% Convertible Notes Payable- issued January 28, 2019		1/28/2019		5/24/2020	$	-		26,634				$	31,232		$	57,866							(14,648	)	$	43,218			$	(49,948	)		6,730		$	-

12% Convertible Notes Payable- issued February 6, 2019		2/6/2019		11/30/2019	$	-		31,746				$	11,562		$	43,308							(12,068	)	$	31,240			$	(45,134	)		13,894		$	-

8% Convertible Notes Payable- issued February 25, 2019		2/20/2019		8/20/2020	$	-		74,826				$	8,599		$	83,425							(19,103	)	$	64,322			$	(29,489	)		5,819		$	40,652

12% Convertible Notes Payable- issued February 25, 2019		2/25/2019		2/25/2020	$	-		34,811				$	35,535		$	70,346							(20,023	)	$	50,323			$	(35,879	)		15,136		$	29,580

8% Convertible Notes Payable- issued February 27, 2019		2/27/2019		8/27/2020	$	-		75,013				$	3,962		$	78,975							(17,305	)	$	61,670							6,257		$	67,927

8% Convertible Notes Payable- issued March 26, 2019		3/26/2019		9/21/2020	$	-		46,775					3,368		$	50,143							(12,669	)	$	37,474			$	(10,176	)		3,620		$	30,918

8% Convertible Notes Payable- issued April 24, 2019		4/24/2019		10/24/2019	$	-									$	-		22,463					(9,600	)	$	12,863							2,286		$	15,149

8% Convertible Notes Payable- issued May 24, 2019		5/24/2019		11/24/2019	$	-									$	-		58,020					(14,130	)	$	43,890							(16,718	)	$	27,172

8% Convertible Notes Payable- issued June 11, 2019		6/11/2019		12/11/2019	$	-									$	-		11,440					421		$	11,861							2,289		$	14,150

12% Convertible Notes Payable- issued July 11, 2019		7/11/2019		1/11/2021	$	-																						34,607					5,465		$	40,072

12% Convertible Notes Payable- issued August 21, 2019		8/21/2019		2/21/2021	$	-																						57,207					(3,282	)	$	53,925

12% Convertible Notes Payable- issued August 28, 2019		8/28/2019		2/28/2021	$	-																						48,047					(2,699	)	$	45,348

5% Note Amended/Assigned from August 12, 2017 -New Note 8%		7/22/2019		1/18/2020	$	-																						46,443	$	(26,012	)		6,951		$	27,382

					$	263,468	$	289,805	$	(43,696	)	$	437,126		$	946,703	$	91,923	$	(235,482	)	$	(118,151	)	$	684,993	$	186,304	$	(306,328	)	$	152,517		$	717,486

The Company’s mark-to-market fair value adjustment ((income)/expense) for the nine months ended September 30, 2019 totaled $471,492

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Note 7. STOCKHOLDERS’ EQUITY

The Company has authorized 4,000,000,000 shares of common stock with a par value of $0.0001 per share. Effective September 19, 2017, the Company amended its Articles of Incorporation to increase its authorized Common Stock to 4,000,000,000 shares. There were 46,331,339 and 3,482,840 shares of common stock issued and outstanding at September 30, 2019 and December 31, 2018, respectively.

The Company has authorized 1,000,000 shares of Series A preferred stock with a par value of $0.0001 per share. At September 30, 2019 and December 31, 2018, there were 500,000 shares of Series A preferred stock issued and outstanding respectively. The preferred stock has preferential voting rights of 2,000 votes per outstanding share.

The Company has authorized 50,000 shares of Series B convertible preferred stock with a par value of $0.0001 per share. At December 31, 2016 there were 39,000 shares issued of which 12,900 shares of Series B preferred were converted into common stock in accordance with the terms of the Series B Preferred stock. Therefore; there were 26,100 shares outstanding at December 31, 2016. The Series B preferred stock has no voting rights. During the quarter ended March 31, 2017, 18,100 shares of Series B preferred shares were converted into common stock in accordance with the terms of the Series B preferred stock. As of result there were 8,000 shares of Series B preferred shares outstanding at December 31, 2018. The holders of the Series B convertible preferred stock have the right to convert the same into Common Stock of the Corporation at the ratio of one (1) share of Series B Convertible Preferred for five hundred (500) shares of Common Stock.

On October 12, 2018, the Company filed with the State of Nevada a certificate of designation pursuant to which the Company designated a new class of preferred stock as the Company’s Series C Convertible Preferred Stock (“Series C Preferred”) having a $100.00 stated value per share (“Stated Value”) and a par value equal to $0.0001 per share. The Company designated 5,000 shares of Series C Preferred. Subject to a beneficial ownership limitation equal to 4.99%, each share of Series C Preferred is convertible into 25,000 shares of the Company’s common stock. Holders of Series C Preferred are not entitled to receive dividends. In the event of any liquidation, dissolution or winding up of the Company, holders of Series C Preferred are entitled to distributions from the assets in an amount equal to, or if less, on a prorated basis, the Stated Value per share of Series C Preferred held by such holders. Holders of Series C Preferred are entitled to vote, on an as-converted basis, together with holders of Common Stock on all actions to be taken by the shareholder of the Company.

During the quarter-ended December 31, 2018 the company issued 177 shares of Series C Convertible Preferred Stock for services provided to the company by various professionals. As of December 31, 2018, there are 177 shares issued and outstanding with a stated value of $17,700 and par value of $-0-. The preferred shares issued to professionals for their services were valued, in total, at $204,212 based upon a valuation using the underlying convertible feature of the company’s common stock and a Black-Scholes calculation methodology.

For quarter-ended December 31, 2018, the fair value of each issuance of Series C Preferred Stock on the date of issuance is estimated using the Black-Scholes option-pricing model reflecting the following assumptions:

Expected volatility	403% to 435	%
Expected life	0.7
Risk free interest rate	2.75	%
Dividend yield	0.00	%

During the quarter-ended March 31, 2019 the company issued 138 shares of Series C Convertible Preferred Stock for services provided to the company by various professionals. The preferred shares issued to professionals for their services were valued, in total, at $184,506 based upon a valuation using the underlying convertible feature of the company’s common stock and a Black-Scholes calculation methodology.

Expected volatility	342% to 415		%
Expected life		0.7
Risk free interest rate		2.4% to 2.46	%
Dividend yield		0.00	%

As of March 31, 2019 there are a total of 315 shares Series C Convertible Preferred Stock issued and outstanding with a stated value of $31,500 and par value of $-0-.

During the quarter-ended June 30, 2019 the company issued 23 shares of Series C Convertible Preferred Stock for services provided to the company by various professionals. The preferred shares issued to professionals for their services were valued, in total, at $36,163 based upon a valuation using the underlying convertible feature of the company’s common stock and a Black-Scholes calculation methodology.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Expected volatility	335.45	%
Expected life	0.5
Risk free interest rate	2.46	%
Dividend yield	0.00	%

During the quarter-ended September 30, 2019 the company issued 23 shares of Series C Convertible Preferred Stock for services provided to the company by various professionals. The preferred shares issued to professionals for their services were valued, in total, at $11,809 based upon a valuation using the underlying convertible feature of the company’s common stock and a Black-Scholes calculation methodology.

Expected volatility	249.57% to 255.70	%
Expected life	0.5
Risk free interest rate	1.87% to 2.10	%
Dividend yield	0.00	%

During the quarter-ended September 30, 2019 there were two conversions of a total of 53 shares of Series C preferred stock into 1,325,000 shares of the Company’s common stock.

As of September 30, 2019, there are a total of 308 shares Series C Convertible Preferred Stock issued and outstanding with a stated value of $30,800 and par value of $-0-.

During the quarter ended March 31, 2018, the Company issued an aggregate 18,000 shares of common stock at prices ranging from $0.0006 to $0.0011 per share for services provided to the Company.

During the quarter ended March 31, 2018, the Company issued an aggregate 376,111 shares of common stock at prices ranging from $0.0004 to $0.0006 per share as partial conversion of notes and accrued interest.

During the quarter ended June 30, 2018, the Company issued an aggregate 67,500 shares of common stock at prices ranging from $0.0004 to $0.0004 per share for services provided to the Company.

During the quarter ended June 30, 2018, the Company issued an aggregate 92,015 shares of common stock at prices ranging from $0.000174 to $0.00025 per share as partial conversion of notes and accrued interest.

During the quarter ended September 30, 2018, the Company issued an aggregate 634,053 shares of common stock at prices ranging from $0.0525 to $0.18 per share for services provided to the Company.

During the quarter ended September 30, 2018, the Company issued an aggregate 427,755 shares of common stock at prices ranging from $0.0190 to $0.1173 per share as partial conversion of notes and accrued interest.

During the quarter ended December 31, 2018, the Company issued an aggregate 1,017,959 shares of common stock at prices ranging from $0.019 to $0.025 per share as partial conversion of notes and accrued interest.

During the quarter ended March 31, 2019, the Company issued an aggregate 277,000 shares of common stock at a price of $0.051 per share for services provided to the Company.

During the quarter ended March 31, 2019, the Company issued an aggregate 2,049,043 shares of common stock at prices ranging from $0.015 to $0.029 per share as partial conversion of notes.

During the quarter ended June 30, 2019, the Company issued an aggregate 7,632,992 shares of common stock at prices ranging from $0.0122 to $0.039 per share as partial conversion of notes.

During the quarter ended September 30, 2019, the Company issued an aggregate 2,050,000 shares of common stock at prices ranging from $0.0102 to $0.0185 per share for services provided to the Company.

During the quarter ended September 30, 2019, the Company issued an aggregate 29,514,464 shares of common stock at prices ranging from $0.005394 to $0.0190 per share as partial conversion of notes.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

Note 8. COMMITMENTS AND CONTINGENCIES

The Company currently has three office locations. It rents offices on a month-to-month basis from the Company’s President and stockholder for $525 per month which amounted to $1,575 for the quarter-ended September 30, 2019 and 2018 respectively. The Company also has ready-to-go office space available to be used for meetings etc. at a nominal cost of approximately $100 per month with no commitment. The cost of this space for the quarter-ended September 30, 2019 and 2018 was $300. These two aforementioned commitments meet the definition of a “short-term lease” under ASC 842.20.25.2 (generally less than 12 months in duration) and therefore, the company has elected an accounting policy to not to apply the recognition requirements under ASC 842 and instead recognizes these lease payments on a straight line basis.

Total rent expense for the nine months-ended September 30, 2018 was $18,866 and was $1,249 for the nine months-ended September 30, 2019.

The following are the minimum required lease payments for the remainder of the lease term for the one operating lease (see below) under ASC 842

2019	$	4,650
2020		24,600
2021		4,100

LEASES

The Company has one operating lease for its main office location occupancy. On September 12th 2016 the Company entered into a commercial lease agreement for office premises at an original cost of $650 per month for a one-year term with the option to renew for one extended term of three years. In July 2017 the Company leased additional space at this location thereby increasing the monthly rent to $1,550. A new lease was signed in March 2018 for the same space with the rent increasing to $2,050 effective January 1, 2020 (after negotiation with the landlord). The Company has no finance leases.

Effective January 1, 2019, we adopted ASU 2016-02 “Leases” (Topic 842), which requires the recognition of lease assets and liabilities for items classified as operating leases under previous guidance. The original guidance required application on a modified retrospective basis with the earliest year presented. In August 2018, the FASB issued ASU 2018-11 “Targeted Improvements to ASC 842” that included an option to not restate comparative periods in transition and elect to use the effective date of Topic 842 as the date of initial application of transition, which we elected. Adoption of the new standard resulted in the recording of additional net operating lease assets and lease liabilities of $41,382 and $43,326 respectively, as of January 1, 2019. The difference between the additional lease assets and lease liabilities was recorded as deferred rent. The standard did not materially impact our statements of operations and cash flows.

The required disclosures for the quarter-ended September 30, 2019 are as follows:

Lease Cost:
Operating lease cost	$	15,700
Other Lease Information:
Cash paid for amounts in lease liabilities	$	13,950
Operating cash flows from operating leases	$	13,950
Right-of-use assets obtained in exchange for new operating lease liabilities	$	41,382
Weighted-average remaining lease term-operating leases		1.42 years
Weighted-average discount rate--operating leases		8.00	%

OTHER COMMITMENTS

The Company has a consulting agreement with Carbeau LLC with the following provisions:

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To provide business development, financial, industry analysis and other related services.

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The agreement is for a term of 12 months commencing August 25, 2019.

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The agreement requires the remaining compensation of 150,000 shares of the Company’s common stock to be issued between January and July of 2020.

The Company has a distribution agreement with Dr. Ronald L. Rubin where upon any sales generated by him, he will receive the following commissions:

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20% for direct sales

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5% for any sale that he oversees that involves another sales person

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5% for any sales related to a distribution agreement.

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He is to be issued 1 Series C Preferred share or 25,000 common shares per month

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

The Company has a distribution agreement with Dr. Gupta Pharma LLC with the following provisions:

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The Company, via its subsidiary USA Pharma, has exclusive New Jersey distribution rights for all CBD products and non-exclusive rights to all other territories.

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The agreement is for a term of 3 years, but parties have the right to terminate.

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Upon agreement signing, 120 shares of Series C Convertible Preferred stock was issued by the Company to Dr. Gupta.

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Dr. Gupta shall have 30% of the issued and outstanding common stock of the Company during the term of this agreement. Should the percentage of ownership drop below 30% then the Company must issue additional Series C Convertible Preferred Shares which are convertible into the required additional amount of common stock minus 3,000,000 shares of common stock. Medifirst has served Dr. Gupta a notice of cancellation due to lack of performance and plans to meet soon to reengage. No further shares will be issued in accordance with this agreement.

Note 9. INCOME TAXES

The Company accounts for income taxes under the asset and liability approach. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

The Company’s deferred tax asset consists primarily of carryforward net operating losses (NOLs). The Company believes that, at this time, it is more likely than not that the benefit of the NOLs will not be realized. As of September 30, 2019, the Company had provided a valuation allowance to fully reserve its net operating loss carryforwards and other items giving rise to deferred tax assets, primarily as a result of anticipated net losses for income tax purposes and has therefore recorded a full valuation allowance.

Note 10. RELATED PARTY TRANSACTIONS

As more fully described in Notes 3 and 4 to the Consolidated Financial Statements, the Company owed the following amounts to related parties as of the following:

	September 30,		December 31,
	2019		2018
Due to Related Party	$	8,921	$	8,921
Due to officer/stockholder		8,955		8,955
Due to other stockholders		1,100		3,100
Total Related Party Obligations	$	18,976	$	20,976

The company has entered into an employment agreement with its Chief Executive Officer (CEO). The agreement provides for base compensation, annual bonus, benefits, vacation and reimbursements. Under this agreement, the current base compensation of the Company’s CEO is $150,000 per annum. Prior CEO employment agreements accrued $100,000 in annual salary for the years ended December 31, 2015 and 2014. In mid-year 2016 the Company commenced payroll and is paying the CEO for current wages in this manner. As of September 30, 2019, the company owes accrued compensation to it’s CEO in the amount of $391,766.

As more fully described in Note 1-Intangible Asset-Licensing Agreement, on March 8th 2016 (with an effective date of October 1, 2015) the Company entered into a Licensing Agreement with a Florida Corporation (Licensor) that is owned by a related party. The Company issued 25,000 shares of Series B Preferred stock to the Licensor as partial consideration for the Licensing agreement plus a $150,000 promissory note to the Licensor for the balance of the consideration. During the quarter-ended March 31, 2016, 3,400 shares of Series B Preferred stock were converted into 1,700 shares of common stock in accordance with the terms of the Series B Preferred stock. During the quarter ended March 31, 2017, 18,100 shares of Series B preferred stock was converted into 9,050 shares of common stock in accordance with the terms of the Series B Preferred stock.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

As more fully described in Note 1 and Note 5 to the financial statements, $18,986 in accrued interest on the $150,000 note was satisfied through the issuance of 17,273 shares of the Company’s common stock. On September 15, 2017 the Note was amended to include provisions to allow conversion of the Note into common stock of the Company. At such time the Note was valued with its embedded derivative and discount. On September 25, 2017, $16,250 in principal on this note was satisfied by the conversion into 25,000 shares of the Company’s common stock. During the quarter ended March 31, 2018, $15,000 in principal on this note was satisfied by the conversion into 60,000 shares of the Company’s common stock. During the quarter ended June 30, 2018, $7,500 in principal on this note was satisfied by the conversion into 30,000 shares of the Company’s common stock. During the quarter ended June 30, 2018 the original related-party noteholder sold $20,000 in principal on this note to an unrelated third-party investor thereby leaving $80,250 in principal balance due to the related party original noteholder and $20,000 in principal due to the unrelated third-party investor. During the year ended December 31, 2018 the Company made cash paydowns to the noteholder in the total amount of $32,550. In addition, $30,195 in principal balance on the note was converted into 495,000 shares of the Company’s common stock. The ending principal balance on this note at December 31, 2018 is $51,005 to the original noteholder. During the year-ended December 31, 2018 the unrelated third-party noteholder converted $3,350 in principal balance into 120,000 shares of the Company’s common stock thereby leaving a principal balance to this unrelated noteholder in the amount of $16,650. During the quarter-ended March 31, 2019 the Company made cash paydowns to the noteholder in the total amount of $5,700. In addition, $3,800 in principal balance on the note was converted into 200,000 shares of the Company’s common stock. The remaining principal balance to the original noteholder is $41,505 as of March 31, 2019 and is $16,650 to the third-party unrelated noteholder at the same date. During the quarter-ended June 30, 2019 the Company made principal paydowns in the amount of $2,700 to the original noteholder and the original noteholder converted $13,580 in principal balance into 580,000 shares of the Company’s common stock. During the quarter-ended September 30, 2019 there were $24,310 in conversions to common stock by the original noteholder. The principal balance on this note as of September 30, 2019 is $915 to the original noteholder and $16,650 in principal balance to the new unrelated third-party noteholder.

Note 11. BASIS OF REPORTING - GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred losses from inception of approximately $6,272,127 which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plans to raise additional capital from the sale of stock and to receive additional financing and to commence sales of its flagship product and create revenue. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. Management believes the Company’s present cash and cash equivalents will not enable it to meet its obligations for twelve months from the date these financial statements are available to be issued unless the Company received additional funding.

Note 12. STOCK COMPENSATION - EQUITY INCENTIVE PLAN

In July 2016, the Company adopted the Medifirst Solutions, Inc. 2016 Equity Incentive Plan (the “Plan”) pursuant to which the Company may grant stock options, restricted stock purchase offers and other equity-based awards up to an aggregate of 20,000,000 shares of common stock. The Plan is designed to retain directors, executives and selected employees and consultants and reward them for making contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

On December 6th, 2016 the company amended the terms of the Plan and filed an S-8 Registration Statement with the Securities and Exchange Commission (“SEC”) increasing the number of shares permitted to be issued under the Plan to 32,000.

During the quarter ended March 31, 2017, the Company issued from the Plan a total of 27,100 shares of common stock to non-employees for services rendered. As of March 31, 2017, there is a balance of -0- shares available for future issuance under the Medifirst Solutions, Inc. 2016 Equity Incentive Plan.

In May 2017, the Company adopted the Medifirst Solutions, Inc. 2017 Equity Incentive Plan (the “2017 Plan”) pursuant to which the Company may grant stock options, restricted stock purchase offers and other equity-based awards up to an aggregate of 125,000 shares of common stock. The Plan is designed to retain directors, executives and selected employees and consultants and reward them for making contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company. During the year ended December 31, 2017, the Company issued from the Plan 108,000 shares to non-employees for services rendered. As of December 31, 2017 there is a balance of 17,000 shares available for future issuance under the Medifirst Solutions, Inc. 2017 Equity Incentive Plan.

In January 2018, the Company adopted the Medifirst Solutions, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) pursuant to which the Company may grant stock options, restricted stock purchase offers and other equity-based awards up to an aggregate of 175,000 shares of common stock. The Plan is designed to retain directors, executives and selected employees and consultants and reward them for making contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

Medifirst Solutions, Inc.

Notes to Consolidated Financial Statements

September 30, 2019 (unaudited)

During the quarter ended March 31, 2019 the Company created the Medifirst Solutions, Inc. 2019 EQUITY Incentive Plan which is designed to retain directors, executives and selected employees and consultants and reward them for making contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company. The total number of shares of Common Stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly through exercise of Options granted under the Plan shall not exceed 5,000,000 shares.

During the quarter ended March 31, 2018, the Company issued from the 2018 Plan a total of 4,000 shares of common stock to non-employees for services rendered. As of March 31, 2018 there is a balance of 188,000 shares available for future issuance under the Medifirst Solutions, Inc. 2018 Equity Incentive Plan.

During the quarter ended June 30, 2018, the Company issued from the 2018 Plan a total of 17,500 shares of common stock to non-employees for services rendered. As of June 30, 2018 there is a balance of 170,500 shares available for future issuance under the Medifirst Solutions, Inc. 2018 Equity Incentive Plan.

During the quarter ended September 30, 2018, there were no issuances from the 2018 Plan and therefore as of September 30, 2018 there is a balance of 170,500 shares available for future issuance under the Medifirst Solutions, Inc. 2018 Equity Incentive Plan.

During the quarter ended December 30, 2018, there were no issuances from the 2018 Plan and therefore as of December 31, 2018 there is a balance of 170,500 shares available for future issuance under the Medifirst Solutions, Inc. 2018 Equity Incentive Plan.

During the quarter ended March 31, 2019, 277,000 shares were issued from the 2019 Plan and therefore as of March 31, 2019 there is a balance of 4,723.000 shares available for future issuance under the Medifirst Solutions, Inc. 2019 Equity Incentive Plan.

During the quarter ended June 30, 2019, no shares were issued from the 2019 Plan and therefore as of June 30, 2019 there is a balance of 4,723.000 shares available for future issuance under the Medifirst Solutions, Inc. 2019 Equity Incentive Plan.

During the quarter ended September 30, 2019, 800,000 shares were issued from the 2019 Plan and therefore as of September 30, 2019 there is a balance of 3,923,000 shares available for future issuance under the Medifirst Solutions, Inc. 2019 Equity Incentive Plan.

Note 13. SUBSEQUENT EVENTS

Subsequent to the quarter ended September 30, 2019 the Company issued an aggregate 54,778,002 shares of Common Stock upon conversions of an aggregate principal amount equal to $141,088 outstanding convertible promissory notes and $10,273 in accrued interest.

Subsequent to the quarter ended September 30, 2019 the Company issued 60 shares of Series C preferred stock for consulting services. Such Series C preferred shares are convertible into an aggregate 1,500,000 shares of the Company’s common stock

Pursuant to a signed Securities Purchase Agreement dated October 16, 2019 with an investor to issue a convertible promissory note in the amount of $41,000, the Company received cash funding on October 21, 2019. The note pays 12% interest per annum and matures on April16, 2021. After six months from the date of the note, the investor may convert the principal balance into common stock of the Company.

Pursuant to a signed Securities Purchase Agreement dated November 13, 2019 with an investor to issue a convertible promissory note in the amount of $27,000. The Company expects to receive cash funding within days. The note pays 8% interest per annum and matures on November 20, 2020. After six months from the date of the note, the investor may convert the principal balance into common stock of the Company.

Subsequent to the quarter ended September 30, 2019 the Company issued 4,000,000 shares of common stock for consulting services.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

In this report, unless the context indicates otherwise, the terms “Medifirst,” “Company,” “we,” “us,” and “our” refer to Medifirst Solutions, Inc., a Nevada corporation, its wholly-owned subsidiary, Medical Lasers Manufacturer, Inc., a Nevada corporation, its wholly-owned subsidiary, Concierge Concepts Rx Inc., a New Jersey corporation, and its 51% majority-owned subsidiary, USA Pharma Corporation, a New Jersey Corporation.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Plan of Operation

Medifirst Solutions, Inc. (“Medifirst” and the “Company”) was incorporated in Nevada in November 2010. Our principal executive office is located at 4400 U.S. 9 South, Suite 1000, Freehold NJ, 07726, and our telephone number is (732) 786-8044. Our website address is www.medifirstsolutions.com. The Company began as a development stage company focused on developing products within the healthcare market for both consumer and professional applications. Medifirst has had several different products and related distribution and sales services which include: Light Therapy for therapeutic healthcare. In 2015, the Company made a strategic decision to add laser technology to its health and wellness division and discontinue its efforts with other products and divisions. Management believed that it was in the best interest of the Company and its shareholders to narrow its focus and business to developing its laser technology, which lasers are expected to target professionals that treat pain and inflammation, as well as cosmetic and skincare related conditions. In connection with the changed focus, the Company began to develop a product that if successfully cleared by the U.S. Food and Drug Administration (“FDA”), would be the first in a series of proprietary medical devices for the Company. The Company entered into an exclusive manufacturing agreement to produce what is now its hand-held mobile laser system known as “The Time Machine Program” for which the Company purchased the registered trademark. Furthermore, the Company purchased inventory from the developer of the lasers.

Additionally, Medifirst, through its wholly-owned subsidiary Medical Laser Manufacturer, Inc., entered into a Product and Know-How License Agreement (the “License Agreement”) with Laser Lab Corp to license the use of various intellectual property in connection with seeking regulatory approval for and marketing, distributing and selling The Time Machine Series Lasers (“TM Lasers”). The License Agreement grants a license to the Company to use various technology, trade secrets, invention records, research records, reports and data, test results, clinical studies, engineering and technical data, designs, production specifications, processes, methods, procedures, facilities and know-how related to the inventions identified in the License Agreement, which inventions include the infrared laser in the TM Lasers for which the Company previously filed a Premarket Notification 510(k) submission with the FDA. Although the License is not exclusive, Laser Lab Corp may not license the know-how or inventions to a third party and may only directly, or through its wholly-owned subsidiary, use the know-how and inventions. In addition to the license granted to the Company, the License Agreement provides for an option to license other fields of use of the infrared laser in the TM Lasers, as well as additional wavelengths and colors, allowing the Company to develop a broader range of product offerings in the future. Furthermore, Laser Lab Corp granted the Company a right of first refusal to consider matching any bona fide offer to license other technologies of Laser Lab Corp.

On July 8, 2016, we received clearance from the FDA to market its infrared Time Machine TTML-8102000 Laser Thermal Therapeutic Device (TM Laser). The FDA does not give advance notice or define a timeline during their evaluation for 510(k) clearance. Generally, when 510(k) clearance is granted, an early stage medical device company, such as Medifirst, is required to put together an infrastructure, including (i) new office space, (ii) instituting FDA controls and procedures, (iii) fine-tuning manufacturing, (iv) building and executing on sales strategies, (v) producing custom-made cases and packaging for the medical device, and (vi) aligning all staffing, consulting and personnel needs. As Medifirst was aware that the FDA time frame was unknown and 510(k) clearance was not guaranteed, we intentionally delayed the aggressive expansion of our operations and production before successfully receiving clearance to begin sales. The U.S., as well as countries across the globe, are currently facing a critical opioid addiction crisis, one that has reached epidemic proportions. The need is greater than ever for effective natural and non-invasive means to help people who suffer from pain and chronic pain. Globally, it is estimated that 1.5 billion people suffer from moderate to severe chronic pain. Pain is the leading cause of disability in the U.S., affecting, according to industry reports we believe up to 116 million adults, more than heart disease, cancer and diabetes combined. Pain continues to represent major clinical, social and economic challenges. Despite two decades of intensive R&D efforts, commercialization of new products targeting pain management has been limited. The opioid and narcotics addiction is often a hidden secret amongst families due to embarrassment and stigma.

Since receiving clearance, we presented our laser and established business relationships in Morocco, China, Asia, Mid-East, Southeast Asia, Latin America and other international countries and markets. The international markets, although requiring complicated registration processes and ground work, offer the opportunity for significant distribution sales which would be very beneficial for the Company’s growth. Medifirst believes it has made significant progress in setting up a sales and corporate infrastructure and continues to advance these efforts.

Medifirst believes that doctors can improve their patient’s quality of life by using the TTML-810/2000 Infrared Laser therapy. Laser therapy such as ours, is a rapidly growing drug-free treatment modality used in pain management. The learning and teaching curve is simple and straightforward and it is a natural and drug-free alternative to pills and narcotics. That is why we believe the TTML-810/2000 Infrared Laser is a viable pain and anti-inflammation alternative solution. When used properly, it targets the root cause of the pain using the science behind photobiomodulation. The TTML-810/2000 Infrared Laser is a user friendly, easy-to-use, mobile, hand-held laser device, with pinpoint accuracy. The device gives fast results with no burning, redness, swelling or downtime for the patients which is prevalent with other medical lasers. Because the laser does not touch the skin there is no risk of transmission of virus or bacteria. The Laser treatment is safe, painless and fast. Patients feel a soothing warmth as laser energy gently penetrates the tissue and boosts the body’s own regeneration powers to relieve pain. The treatments are usually administered for 8 to 10 minutes, depending on the location on the body. The beneficial effects may often be experienced immediately, but most observed-results begin after 2 to 6 treatment sessions. In addition, the body continues to benefit from the effects of the therapy for 18-24 hours after treatment. During this time, modulated cellular activity leads to decreased pain and inflammation.

Regarding the US market, the Company plans to ramp up efforts to promote and present the laser to medical practitioners both in their offices as well as conferences and trade shows. The Company is engaged in ongoing due diligence as related to selling its TM Laser to the consumer OTC market. This process includes meeting home safety standards, FDA resubmission as well as a new clinical home study. The Company believes that chronic pain and simple everyday pain effects millions of people. The Company believes there is potential great benefit for OTC RX home use with the prescribing doctor training and educating the patient on how to use the Laser safely and effectively. This goes to the source of the pain and reduces and/or eliminates pain by the process of eliminating inflammation via Photobiomodulation. Consistency is key to receiving the Laser treatment to gain the maximum results of the treatment to temporary increase in local blood circulation and temporary relaxation of muscles by means of topical elevated tissue temperature from infrared spectral emissions. It is of great advantage to the patient to have the Laser for home use. This is especially needed by patients who are non-ambulatory as well as financially challenged or simply unable to get to a doctor’s office several times a week.

In November of 2018, Medifirst announced that it launched USA Pharma Corporation (“USA Pharma”), its division for cannabidiol (“CBD”) distribution, sales and products, and that it completed an agreement with Dr. Gupta Pharma LLC to exclusively distribute their line of premium CBD oils in New Jersey and non-exclusively in all other states. We do not believe that Dr. Gupta has completed his CBD products for marketing and sales. Accordingly, on August 19, 2019, we sent Dr. Gupta a notice of termination of our relationship and distribution agreement with Dr. Gupta Pharma LLC because of the indefinite delays regarding developing his line of CBD. Thereafter, Medifirst developed its own line of CBD products under the “USA Premium” brand name. With the FDA considering regulations that could affect the CBD industry and market, we are still in the due diligence stage and have not yet formed a firm business plan and rollout for our planned products.

In the middle of fiscal year 2018, the Company incorporated Concierge Concepts Rx Inc. (CCRx) in the State of New Jersey, to be an 100% majority-owned subsidiary. Medifirst test-launched Concierge Concepts Rx, a new division focused on the pharmaceutical industry, to provide unique specialty drug consulting and niche billing services to independent pharmacies and retail pharmacy chains. CCRx services of specialty drug pharmacy consulting and revenue stream management utilizes over 60 years of combined specialty pharmacy and infusion therapy experience. The services are designed to increase profits for pharmacies. Services will include: clinical review, expedited medical insurance verification, training for drug dispensing, insurance billing, collections, and reconciliation. The billing services will address any denials and include appeals and resubmissions. The division will provide key services to undervalued clients by securing reimbursement of overlooked revenue within the ever-expanding market of the specialty pharmacy market in today’s healthcare system. As we are in the early stages of development, we are testing our new business strategies and affiliations. Although we are showing revenue related to certain target market viability testing, such revenues may not sustain or be recreated until, if ever, we complete and review our test-market and roll-out strategies and determine a long-term strategy for growth and direction.

Recent Developments

We recently became aware that a major healthcare provider has recently approved laser therapy billing for the treatment of Oral Mucositis. The term Photobiomodulation (the science behind our laser), we believe, is starting to become recognized as mainstream in medicine. Accordingly, health insurance providers and medical organizations seem to be updating their policies and stating that (Low Light Laser Therapy, LLLT) laser treatments are accepted for Oral Mucositis. Medifirst recently announced a new expansion and direction for its Time Machine Therapeutic Laser for the application of Photobiomodulation (PBM) to treat a side effect of cancer therapy called Oral Mucositis. This would involve adding a new claim and a new name for the laser treatment program via an FDA pre-submission application to supplement the previously FDA 510(k) cleared Time Machine TTML-8102000 Laser Thermal Therapeutic Device. Dr. Ronald L. Rubin DMD, an Oral & Maxillofacial Surgeon and the Medifirst Medical Director, will conduct a related study in his Florida practice. Dr. Rubin, a Specialist in Head and Neck Cancer (he was granted an American Cancer Society Fellowship in Head and Neck Cancer at the Tufts-New England Medical Center in Boston), will be setting up an Institutional Review Board study for the treatment protocols and will guide any universities that join the study with the administering the treatment protocols and over-seeing the clinical review.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2018

Revenues

During the three months ended September 30, 2019 and 2018, the Company’s revenue from the sale of its products was equal to $-0- and $-0- respectively. The Company is still in developmental stage and does not generate significant revenue. In addition, the Company has $11,500 in consulting revenue for the quarter ended September 30, 2018 derived from its CCRx division.

Expenses

For the three months ended September 30, 2019 and 2018, expenses were $173,341 and $148,588, respectively. The reason for the increase in expenses was primarily due to substantial increases in: consulting fees. These increases are in-line with the Company’s mission as they start to plan to enter the market with product.

Legal, Accounting, Consulting and Professional Fees

For the three months ended September 30, 2019 and 2018, professional fees were $28.722 and $22,884, respectively. The increase was due to added professional fees incurred during the quarter.

Other Income/(Expense)

For the three months ended September 30, 2019 and 2018, other income was $19,592 and $382,023, respectively, and other expenses were ($372,813) and ($285,047), respectively. These changes were all due to the changes in fair value of derivatives for the quarter and interest expense on debt, gain on extinguishment of debt, amortization of original issue discount, amortization of deferred financing costs and derivative discount amortization

Net Income/(Loss)

For the three months ended September 30, 2019 and 2018, the Company had a net loss of ($526,562) and ($40,112).

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2018

Revenues

During the nine months ended September 30, 2019 and 2018, the Company’s revenue from the sale of its products was equal to $24,325 and $4,550, respectively. The Company is still in developmental stage and does not generate significant revenue. In addition, the Company has $27,355 and $11,500 in consulting revenue for the nine months ended September 30, 2019 and 2018 respectively, derived from its CCRx division.

Expenses

For the nine months ended September 30, 2019 and 2018, expenses were $611,635and $452,718 respectively. The reason for the increase in expenses was primarily due to substantial increases in consulting fees. These increases are in-line with the Company’s mission as they start to plan to enter the market with product.

Legal, Accounting, Consulting and Professional Fees

For the nine months ended September 30, 2019 and 2018, professional fees were $60,874 and $99,878, respectively. The decrease was due to reduced professional fees incurred during the quarter.

Other Income/(Expense)

For the nine months ended September 30, 2019 and 2018, other income was $38,825 and $241,921, respectively, and other expenses were ($1,015,062) and ($575,882), respectively. These changes were all due to the changes in fair value of derivatives for the quarter and interest expense on debt, gain on extinguishment of debt,, amortization of original issue discount, amortization of deferred financing costs and derivative discount amortization.

Net Income/(Loss)

For the nine months ended September 30, 2019 and 2018, the Company had a net loss of ($1,538,464) and ($771,008).

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 September 30, 2019 and December 31, 2018, our principal sources of liquidity included cash of $287,283 and $83,387, respectively.

As of September 30, 2019, 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, due to the inadequate recordation of certain transactions and communication of those transactions to those integral to our disclosure procedures, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None

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

Recent Sales of Unregistered Securities

During the 9-month period ended September 30, 2019, the Company issued 39,196,499 shares of Common Stock upon conversions of a principal amount equal to $1,014,532 of outstanding convertible promissory notes.

During the 9-month period ended September 30, 2019, the Company issued an aggregate of 1,077,000 shares of Common Stock for consulting services under its 2019 Equity Incentive Plan.

Subsequent to September 30, 2019, the Company issued 45,576,939 shares of Common Stock upon conversions of an aggregate principal amount of $126,298 of outstanding convertible promissory notes and $7,860 in accrued interest thereon.

Subsequent to September 30, 2019, the Company issued an aggregate of 60 shares of Series C Convertible Preferred Stock for services provided by various professionals.

Each of the foregoing 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 issued upon the exercise of conversion rights 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

Not Applicable

Item 5. Other Information.

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

Item 6. Exhibits.

10.1	Securities Purchase Agreement, dated August 21, 2019 (previously filed as an exhibit to Form 8-K on August 23, 2019 and incorporated herein by this reference)

10.2	12% Convertible Promissory Note due February 21, 2021 (previously filed as an exhibit to Form 8-K on August 23, 2019 and incorporated herein by this reference)

10.3	Securities Purchase Agreement, dated August 28, 2019 (previously filed as an exhibit to Form 8-K on August 23, 2019 and incorporated herein by this reference)

10.4	12% Convertible Promissory Note due February 28, 2021 (previously filed as an exhibit to Form 8-K on August 23, 2019 and incorporated herein by this reference)

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.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

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

November 19, 2019

By:

/s/ Bruce Schoengood

Bruce Schoengood

Chief Executive Officer

(Principal Executive Officer)

By:

/s/ Bruce Schoengood

Bruce Schoengood

Chief Financial Officer

(Principal Financial Officer)

Medifirst Solutions, Inc. 10-Q