10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

Form 10-Q

Mark One

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

For the quarterly period ended September 30, 2016

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

For the transition period from ____________ to ____________

Commission File No. 333-194145

MEDRESPONSE CORP.

(f/k/a Merecot Corp.)
(Exact name of registrant as specified in its charter)

Nevada	68-0683374
(State of incorporation)	(IRS Employer ID Number)

15462 Cabrito Road
Van Nuys, CA 91406
818-442-9222
(Address and telephone number of principal executive offices)

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 x
 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

As of November 21, 2016 there were 9,560,000 shares of common stock, par value $0.001 per share outstanding.

MEDRESPONSE CORP. 
(f/k/a MERECOT CORP.) 
FORM 10-Q

SEPTEMBER 30, 2016

INDEX

		Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		15
Item 4.	Controls and Procedures		15
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 3.	Defaults Upon Senior Securities		17
Item 4.	Mine Safety Disclosures		17
Item 5.	Other Information		17
Item 6.	Exhibits		18
SIGNATURES			19

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TABLE OF CONTENTS

Index to Financial Statements	Page
Balance Sheets as of September 30, 2016 and December 31, 2015 (unaudited)		4
Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)		5
Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)		6
Notes to Financial Statements (unaudited)		7

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MEDRESPONSE CORP.

(f/k/a Merecot Corp.)

Condensed Balance Sheets

(unaudited)

	September 30,			December 31,
	2016			2015
ASSETS
Current assets
Cash	$	932		$	100
Total current assets		932			100
Total Assets	$	932		$	100
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Convertible notes payable	$	-		$	11,500
Accounts payable		16,913			5,449
Accounts payable to related party		13,003			100
Accrued interest		701			21
Total current liabilities		30,617			17,070
Total Liabilities		30,617			17,070
Stockholders' deficit
Common stock, $0.001 par value, 75,000,000 shares authorized, 9,560,000 and 9,560,000 shares issued and outstanding, respectively		9,560			9,560
Additional paid-in capital		29,040			29,040
Accumulated deficit		(68,285	)		(55,570	)
Total stockholders' deficit		(29,685	)		(16,970	)
Total liabilities and stockholders' deficit	$	932		$	100

See accompanying notes to unaudited financial statements.

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MEDRESPONSE CORP.

(f/k/a Merecot Corp.)

Condensed Statements of Operations

 (unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
Revenue	$	-		$	-		$	-		$	-
Operating expenses:
Professional fees		3,614			1,812			11,764			9,909
General and administrative		70			53			270			749
Total Operating Expenses		3,684			1,865			12,034			10,658
Operating loss		(3,684	)		(1,865	)		(12,034	)		(10,658	)
Other income (expense):
Interest expense		-			-			(681	)		-
Total other income (expense)		-			-			(681	)		-
Net Income/loss	$	(3,684	)	$	(1,865	)	$	(12,715	)	$	(10,658	)
Net Income/(loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding - basic and diluted		9,560,000			7,160,000			9,560,000			7,160,000

See accompanying notes to unaudited financial statements.

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MEDRESPONSE CORP.

(f/k/a Merecot Corp.)

Condensed Statements of Cash Flows

 (unaudited)

	For the Nine Months Ended
	2016			2015
Cash flows from operating activities:
Net Income/(loss)	$	(12,715	)	$	(10,658	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation		-			157
Changes in operating assets and liabilities
Accounts payable		11,464			-
Accrued interest		680			-
Net cash used in operating activities		(571	)		(10,501	)
Cash flows from financing activities:
Loans from related party		1,403			5,000
Payments to related party		-			(8,126	)
Net cash provided by financing activities		1,403			(3,126	)
Net Change in Cash		832			(13,627	)
Cash, beginning of period		100			13,627
Cash, end of period	$	932		$	-
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
NON-CASH INVSTING AND FINANCING ACTIVITIES:
Convertible note paid off by related party	$	11,500		$	-

See accompanying notes to unaudited financial statements.

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MEDRESPONSE CORP.

 (f/k/a MERECOT CORP.) 
Notes to Condensed Financial Statements

September 30, 2016

(unaudited)

NOTE 1 – ORGANIZATION AND OPERATIONS

Organization

Medresponse Corp. (the "Company," "we," "us," "our," or "Medresponse") was incorporated in the State of Nevada on June 21, 2013, under the name of Merecot Corp. The Company was originally engaged in the business of creating Web services to the Spa and Wellness industry.

On September 17, 2015, the Company experienced a change in control. Dr. Arthur Malone, Jr. acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Dr. Malone and Evgenia Gonikman (the "Seller"). On the closing date, September 17, 2015, pursuant to the terms of the Stock Purchase Agreement, Dr. Malone purchased from the Seller 5,000,000 shares of the Company's outstanding restricted stock for $25,000, representing 69.8% of total shares.

On November 10, 2015, the Company experienced another change in control. Andrew Stepansky acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Mr. Stepansky and Dr. Malone (the "Seller"). On the closing date, November 10, 2015, pursuant to the terms of the Stock Purchase Agreement, Mr. Stepansky purchased from the Seller 5,000,000 shares of the Company's outstanding restricted stock for $25,000, representing 69.8% of total shares.

Nature of Operations

We are currently exploring the medical industry, specifically the transportation segment in regards to ambulance services.

Basis of Presentation

The accompanying unaudited financial statements of Medresponse have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended September 30, 2016 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2016. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company's Form 10-K for the year ended December 31, 2015 filed on March 30, 2016 and Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cash and Cash Equivalents

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

Property, Equipment and Depreciation

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.

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Revenue Recognition

The Company recognizes revenue for our services in accordance with ASC 605-10, "Revenue Recognition in Financial Statements." Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company's business plan has, for the future, one primary revenue stream as follows:

· Ambulance services.

Income Taxes

Beginning September 1, 2009, the Company adopted the provisions of ASC 740-10, "Accounting for Uncertain Income Tax Positions." When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of March 31, 2016, tax years 2015 and 2014 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Going Concern

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had net loss of $12,715 and used cash in operating activities of $571 for the nine months ended September 30, 2016. The Company had working capital deficit of $29,685 and $16,970, respectively, at September 30, 2016 and December 31, 2015. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

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The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company's current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets.

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, "Earnings Per Share," basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting pronouncements as issued. No new pronouncements had any material effect on these unaudited financial statements. The accounting pronouncements issued subsequent to the date of these unaudited financial statements that were considered significant by management were evaluated for the potential effect on these unaudited financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited financial statements as presented and does not anticipate the need for any future restatement of these unaudited financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2016 through the date these unaudited financial statements were issued.

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NOTE 2 – CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS

On November 20, 2015, the Company executed a convertible promissory note with Embles Financial, Inc. ("Embles Financial") for $1,500, in exchange for Embles Financial paying a vendor of the Company directly for a liability of the Company. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on November 19, 2016. The note has a conversion feature of $0.04 per share. A beneficial conversion feature was not recorded as the Company has yet to publicly trade its common stock and value was deemed nominal.

On January 2, 2016, the Company executed a convertible promissory note with Embles Financial for $10,000, in exchange for accounts payable to Embles Financial. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on January 2, 2017. The note has a conversion feature of $0.04 per share. A beneficial conversion feature was not recorded as the Company has yet to publicly trade its common stock and value was deemed nominal.

On June 30, 2016, the Company and Embles Financial, Inc. entered into a mutual release agreement whereby Embles Financial, Inc. forfeited all debt owed by the Company. As of June 30, 2016, the convertible note payable to Embles Financial, Inc. consisted of principal of $11,500 and accrued interest of $701. The convertible note was paid off by a related party to the Company. Therefore on June 30, 2016, the Company reclassified $11,500 of convertible notes payable to accounts payable to related party.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this filing, there were no pending or threatened lawsuits, except as follows:

The Company has been threatened with legal action with a vendor for $2,000. The Company has not completed the transaction as it disputes the quality of services provided by the vendor and cancelled the contract with the vendor. The Company will contest the charge accordingly. Management has determined that the eventual outcome will not have significant effect on the Company's financial statements.

NOTE 4 – RELATED PARTIES

Andrew Stepansky, an officer and director of the Company, has payables and accruals due to him of $1,503 and $100 as of September 30, 2016 and December 31, 2015.

In the nine months ended September 30, 2016, a manager of the Company paid the principal due on the outstanding note payable in the amount of $11,500. The Company has payables due to the manager of $11,500 and $0 as of September 30, 2016 and December 31, 2015.

On November 9, 2015, prior to the change of control, the Company issued 2,000,000 shares of common stock to Turo LLC, a company controlled by Dr. Malone, the CEO and Director of the Company at that time. The stock was issued for services rendered, valued at $10,000, or $0.005 per share. See Note 5.

On November 9, 2015, the Company issued 200,000 shares of common stock to Emaln, LLC, a company controlled by a person related to Dr. Malone. The stock was issued for services rendered, valued at $1,000, or $0.005 per share. See Note 5.

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NOTE 5 – STOCKHOLDER'S EQUITY

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is 75,000,000 shares of which 75,000,000 shares shall be common stock, par value $0.001 per share.

Common Stock

On November 9, 2015, the Company issued 2,000,000 shares of common stock to Turo LLC, a company controlled by Dr. Malone, the CEO and Director of the Company at that time. The stock was issued for services rendered, valued at $10,000, or $0.005 per share, as determined by the Board of Directors of the Company. See Note 4.

On November 9, 2015, the Company issued 200,000 shares of common stock to Looney Enterprises, a company controlled by Dr. Malone. The stock was issued for services rendered, valued at $1,000, or $0.005 per share, which was based on the value established on other issuances on this day.

On November 9, 2015, the Company issued 200,000 shares of common stock to Emaln, LLC, a company controlled by a person related to Dr. Malone. The stock was issued for services rendered, valued at $1,000, or $0.005 per share, which was based on the value established on other issuances on this day. See Note 4.

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent event(s) to be disclosed, other than as below.

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are "forward-looking statements" within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." You can expect to identify these statements by forward-looking words such as "may," "might," "could," "would," "will," "anticipate," "believe," "plan," "estimate," "project," "expect," "intend," "seek" and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the "Risk Factors" section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

Company Overview

The Company was a startup company that was incorporated in Nevada under the name Merecot Corp. on June 13, 2014. On December 3, 2015, the Company changed its name to Medresponse Corp.

On September 17, 2015, the Company experienced a change in control. Dr. Arthur Malone, Jr. acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Dr. Malone and Evgenia Gonikman (the "Seller"). On the closing date, September 17, 2015, pursuant to the terms of the Stock Purchase Agreement, Dr. Malone purchased from the Seller 5,000,000 shares of the Company's outstanding restricted stock for $25,000, representing 69.8% of total shares outstanding.

On November 10, 2015, the Company experienced a change in control. Andrew Stepansky acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Mr. Stepansky and Dr. Malone (the "Seller"). On the closing date, November 10, 2015, pursuant to the terms of the Stock Purchase Agreement, Mr. Stepansky purchased from the Seller 5,000,000 shares of the Company's outstanding restricted stock for $25,000, representing 69.8% of total shares outstanding.

Prior to the two change of control transactions, we were a startup company that originally intended to engage in the business of creating an automated supply chain Web services to the Spa and Wellness industry.

The Company's business plan is to engage in medical related activities, specifically transportation services related to the medical industry and/or management services related to medical transportation services.

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We have had no operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

Our principal executive office is located at 15462 Cabrito Road, Van Nuys, California 91406. Our telephone number is (818) 442-9222, and our registered agent for service of process is the Incorp Services, Inc., located at 2360 Corporate Circle, Suite 400, Henderson, Nevada, 89074-7722. We were incorporated in the State of Nevada on June 21, 2013. Our fiscal year end is December 31.

RESULTS OF OPERATION

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

For the Three Months Ended September 30, 2016 and 2015

Revenue

For the three months ended September 30, 2016, our revenue was $0, compared to $0 for the same period in 2015.

Operating Expenses

For the three months ended September 30, 2016, operating expenses were $3,684 compared to $1,865 for the same period in 2015. The increase was primarily due to decrease in professional fees.

Net Loss

We generated net loss of $3,684 for the three months ended September 30, 2016, compared to a net loss of $1,865 for the same period in 2015.

For the Nine Months Ended September 30, 2016 and 2015

Revenue

For the nine months ended September 30, 2016, our revenue was $0, compared to $0 for the same period in 2015.

Operating Expenses

For the nine months ended September 30, 2016, operating expenses were $12,034 compared to $10,658 for the same period in 2015. The increase was nominal as operational expenses stayed relatively constant during this period for 2016 and 2015, respectively.

Net Loss

We generated net loss of $12,715 for the nine months ended September 30, 2016, compared to a net loss of $10,658 for the same period in 2015.

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Liquidity and Capital Resources

As of September 30, 2016, the Company had $932 in cash. We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $50,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees.

CASH FLOWS FROM OPERATING ACTIVITIES

We used cash in operations of $571 for the nine months ended September 30, 2016 compared to cash used in operations of $10,501 for the nine months ended September 30, 2015.

We used cash in investing activities of $0 and $0 for the nine months ended September 30, 2016 and 2015, respectively.

We had net cash provided (used in) by financing activities of $1,403 and $(3,126) for the nine months ended September 30, 2016 and 2015, respectively.

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

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Going Concern

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had net loss of $12,715 and used cash in operating activities of $571 for the nine months ended September 30, 2016. The Company had working capital deficit of $29,685 and $16,970, respectively, at September 30, 2016 and December 31, 2015. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2, "Summary of Significant Accounting Policies" in our audited financial statements for the year ended December 31, 2015, included in our Annual Report on Form 10-K as filed on March 30, 2016, for a discussion of our critical accounting policies and estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term "disclosure controls and procedures" to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer's management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

15

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

1.	The Company intends to appoint additional independent directors;
2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

To remediate our internal control weaknesses, management intends to implement the following measures:

● The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.

● The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

● The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

● Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

The additional hiring is contingent upon The Company's efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

Changes in Internal Control Over Financial Reporting

Except as set forth above, due to the new business plan, we are in the process of finalizing our controls over the new business process.

Limitations on the Effectiveness of Controls

The Company's management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

16

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties, except as noted below.

The Company has been threatened with legal action with a vendor for $2,000. The Company has not completed the transaction as it disputes the quality of services provided by the vendor and cancelled the contract with the vendor. The Company will contest the charge accordingly. Management has determined that the eventual outcome will not have significant effect on the Company's financial statements.

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

We did not issue unregistered securities during the quarter ending September 30, 2016.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

17

 

Item 6. Exhibits

See the Exhibit Index following the signature page of this Registration Statement, which Exhibit Index is incorporated herein by reference.

Number	Description
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1, filed on February 26, 2014)
3.2	Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K, filed on January 19, 2016)
4.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1, filed on February 26, 2014)
31.1 (1)	Certification of Principal Executive Officer of Medresponse Corp. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 (1)	Certification of Principal Accounting Officer of Medresponse Corp. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 (1)	Certification of Principal Executive Officer of Medresponse Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2 (1)	Certification of Principal Accounting Officer of Medresponse Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
101.INS	XBRL Taxonomy Extension Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

______________ 

(1)   Filed herewith

18

SIGNATURES

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

	Medresponse Corp.
Dated: November 21, 2016	By:	/s/ Andrew Stepansky
		Andrew Stepansky
		Chief Executive Officer  and Chief Financial Officer

19

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER 
PURSUANT TO 18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO SECTION 302 OF 
THE SARBANES-OXLEY ACT OF 2002

I, Andrew Stepansky, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Medresponse Corp.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Small Business Issuer as of, and for, the periods presented in this quarterly report;
4.	The Small Business Issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Small Business Issuer and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	[Omitted pursuant to SEC Release No. 33-8238];
(c)	Evaluated the effectiveness of the Small Business Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the Small Business Issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The Small Business Issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: November 21, 2016	By:	/s/ Andrew Stepansky
		Andrew Stepansky
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Andrew Stepansky, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Medresponse Corp.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Small Business Issuer as of, and for, the periods presented in this quarterly report;
4.	The Small Business Issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Small Business Issuer and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	[Omitted pursuant to SEC Release No. 33-8238];
(c)	Evaluated the effectiveness of the Small Business Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the Small Business Issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The Small Business Issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: November 21, 2016	By:	/s/ Andrew Stepansky
		Andrew Stepansky
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Medresponse Corp., (the "Company") on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew Stepansky, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 21, 2016	By:	/s/ Andrew Stepansky
		Andrew Stepansky
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF

PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Medresponse Corp., (the "Company") on Form 10-Q for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew Stepansky, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fair ly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 21, 2016	By:	/s/ Andrew Stepansky
		Andrew Stepansky
		Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 21, 2016
Document And Entity Information
Entity Registrant Name	MEDRESPONSE CORP.
Entity Central Index Key	0001600750
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		9,560,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016

XML

Condensed Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets
Cash	$ 932	$ 100
Total current assets	932	100
Total assets	932	100
Current liabilities
Convertible Notes payable		11,500
Accounts payable	16,913	5,449
Accounts payable to related party	13,003	100
Accrued interest	701	21
Total current liabilities	30,617	17,070
Total liabilities	30,617	17,070
Stockholders' deficit
Common stock, $0.001 par value, 75,000,000 shares authorized, 9,560,000 and 9,560,000 shares issued and outstanding, respectively	9,560	9,560
Additional paid-in capital	29,040	29,040
Accumulated deficit	(68,285)	(55,570)
Total stockholders' deficit	(29,685)	(16,970)
Total liabilities and stockholders' deficit	$ 932	$ 100

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Stockholders' equity (deficit)
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares Issued	9,560,000	9,560,000
Common Stock, Shares Outstanding	9,560,000	9,560,000

XML

Condensed Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed Statements Of Operations
Revenue
Operating expenses:
Professional fees	3,614	1,812	11,764	9,909
General and administrative	70	53	270	749
Total Operating Expenses	3,684	1,865	12,034	10,658
Operating loss	(3,684)	(1,865)	(12,034)	(10,658)
Other income (expense):
Interest expense			(681)
Total other income (expense)			(681)
Net Income / loss	$ (3,684)	$ (1,865)	$ (12,715)	$ (10,658)
Net Income/(loss) per share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of sharesoutstanding - basic and diluted	9,560,000	7,160,000	9,560,000	7,160,000

XML

Condensed Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net Income/(loss)	$ (12,715)	$ (10,658)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation		157
Changes in operating assets and liabilities
Accounts payable	11,464
Accrued interest	680
Net cash used in operating activities	(571)	(10,501)
Cash flows from financing activities:
Loans from related party	1,403	5,000
Payments to related party		(8,126)
Net cash provided by financing activities	1,403	(3,126)
Net Change in Cash	832	(13,627)
Cash, beginning of period	100	13,627
Cash, end of period	932
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities:
Convertible note paid off by related party	$ 11,500

XML

Organization and Operations

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

1. Organization and Operations

Organization

Medresponse Corp. (the "Company," "we," "us," "our," or "Medresponse") was incorporated in the State of Nevada on June 21, 2013, under the name of Merecot Corp. The Company was originally engaged in the business of creating Web services to the Spa and Wellness industry.

On September 17, 2015, the Company experienced a change in control. Dr. Arthur Malone, Jr. acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Dr. Malone and Evgenia Gonikman (the "Seller"). On the closing date, September 17, 2015, pursuant to the terms of the Stock Purchase Agreement, Dr. Malone purchased from the Seller 5,000,000 shares of the Company's outstanding restricted stock for $25,000, representing 69.8% of total shares.

On November 10, 2015, the Company experienced another change in control. Andrew Stepansky acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Mr. Stepansky and Dr. Malone (the "Seller"). On the closing date, November 10, 2015, pursuant to the terms of the Stock Purchase Agreement, Mr. Stepansky purchased from the Seller 5,000,000 shares of the Company's outstanding restricted stock for $25,000, representing 69.8% of total shares.

Nature of Operations

We are currently exploring the medical industry, specifically the transportation segment in regards to ambulance services.

Basis of Presentation

The accompanying unaudited financial statements of Medresponse have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended September 30, 2016 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2016. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company's Form 10-K for the year ended December 31, 2015 filed on March 30, 2016 and Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cash and Cash Equivalents

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

Property, Equipment and Depreciation

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.

Revenue Recognition

The Company recognizes revenue for our services in accordance with ASC 605-10, "Revenue Recognition in Financial Statements." Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company's business plan has, for the future, one primary revenue stream as follows:

· Ambulance services.

Income Taxes

Beginning September 1, 2009, the Company adopted the provisions of ASC 740-10, "Accounting for Uncertain Income Tax Positions." When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of March 31, 2016, tax years 2015 and 2014 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Going Concern

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had net loss of $12,715 and used cash in operating activities of $571 for the nine months ended September 30, 2016. The Company had working capital deficit of $29,685 and $16,970, respectively, at September 30, 2016 and December 31, 2015. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company's current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets.

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, "Earnings Per Share," basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting pronouncements as issued. No new pronouncements had any material effect on these unaudited financial statements. The accounting pronouncements issued subsequent to the date of these unaudited financial statements that were considered significant by management were evaluated for the potential effect on these unaudited financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited financial statements as presented and does not anticipate the need for any future restatement of these unaudited financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2016 through the date these unaudited financial statements were issued.

XML

Convertible Notes Payable, Net Of Discounts

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

2. Convertible Notes Payable, Net Of Discounts

On November 20, 2015, the Company executed a convertible promissory note with Embles Financial, Inc. ("Embles Financial") for $1,500, in exchange for Embles Financial paying a vendor of the Company directly for a liability of the Company. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on November 19, 2016. The note has a conversion feature of $0.04 per share. A beneficial conversion feature was not recorded as the Company has yet to publicly trade its common stock and value was deemed nominal.

On January 2, 2016, the Company executed a convertible promissory note with Embles Financial for $10,000, in exchange for accounts payable to Embles Financial. The note bears interest at the rate of 12% per annum, which accrues monthly. The note matures on January 2, 2017. The note has a conversion feature of $0.04 per share. A beneficial conversion feature was not recorded as the Company has yet to publicly trade its common stock and value was deemed nominal.

On June 30, 2016, the Company and Embles Financial, Inc. entered into a mutual release agreement whereby Embles Financial, Inc. forfeited all debt owed by the Company. As of June 30, 2016, the convertible note payable to Embles Financial, Inc. consisted of principal of $11,500 and accrued interest of $701. The convertible note was paid off by a related party to the Company. Therefore on June 30, 2016, the Company reclassified $11,500 of convertible notes payable to accounts payable to related party.

XML

Commitment and Contingencies

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

3. Commitment and Contingencies

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this filing, there were no pending or threatened lawsuits, except as follows:

The Company has been threatened with legal action with a vendor for $2,000. The Company has not completed the transaction as it disputes the quality of services provided by the vendor and cancelled the contract with the vendor. The Company will contest the charge accordingly. Management has determined that the eventual outcome will not have significant effect on the Company's financial statements.

XML

Related Parties

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

4. Related Parties

Andrew Stepansky, an officer and director of the Company, has payables and accruals due to him of $1,503 and $100 as of September 30, 2016 and December 31, 2015.

In the nine months ended September 30, 2016, a manager of the Company paid the principal due on the outstanding note payable in the amount of $11,500. The Company has payables due to the manager of $11,500 and $0 as of September 30, 2016 and December 31, 2015.

On November 9, 2015, prior to the change of control, the Company issued 2,000,000 shares of common stock to Turo LLC, a company controlled by Dr. Malone, the CEO and Director of the Company at that time. The stock was issued for services rendered, valued at $10,000, or $0.005 per share. See Note 5.

On November 9, 2015, the Company issued 200,000 shares of common stock to Emaln, LLC, a company controlled by a person related to Dr. Malone. The stock was issued for services rendered, valued at $1,000, or $0.005 per share. See Note 5.

XML

Stockholder's Equity

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

5. Stockholder's Equity

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is 75,000,000 shares of which 75,000,000 shares shall be common stock, par value $0.001 per share.

Common Stock

On November 9, 2015, the Company issued 2,000,000 shares of common stock to Turo LLC, a company controlled by Dr. Malone, the CEO and Director of the Company at that time. The stock was issued for services rendered, valued at $10,000, or $0.005 per share, as determined by the Board of Directors of the Company. See Note 4.

On November 9, 2015, the Company issued 200,000 shares of common stock to Looney Enterprises, a company controlled by Dr. Malone. The stock was issued for services rendered, valued at $1,000, or $0.005 per share, which was based on the value established on other issuances on this day.

On November 9, 2015, the Company issued 200,000 shares of common stock to Emaln, LLC, a company controlled by a person related to Dr. Malone. The stock was issued for services rendered, valued at $1,000, or $0.005 per share, which was based on the value established on other issuances on this day. See Note 4.

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Subsequent Events

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

6. Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent event(s) to be disclosed, other than as below.

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Organization and Operations (Policies)

9 Months Ended

Sep. 30, 2016

Organization And Operations Policies

Organization

Medresponse Corp. (the "Company," "we," "us," "our," or "Medresponse") was incorporated in the State of Nevada on June 21, 2013, under the name of Merecot Corp. The Company was originally engaged in the business of creating Web services to the Spa and Wellness industry.

On September 17, 2015, the Company experienced a change in control. Dr. Arthur Malone, Jr. acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Dr. Malone and Evgenia Gonikman (the "Seller"). On the closing date, September 17, 2015, pursuant to the terms of the Stock Purchase Agreement, Dr. Malone purchased from the Seller 5,000,000 shares of the Company's outstanding restricted stock for $25,000, representing 69.8% of total shares.

On November 10, 2015, the Company experienced another change in control. Andrew Stepansky acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Mr. Stepansky and Dr. Malone (the "Seller"). On the closing date, November 10, 2015, pursuant to the terms of the Stock Purchase Agreement, Mr. Stepansky purchased from the Seller 5,000,000 shares of the Company's outstanding restricted stock for $25,000, representing 69.8% of total shares.

Nature of Operations

We are currently exploring the medical industry, specifically the transportation segment in regards to ambulance services.

Basis of Presentation

The accompanying unaudited financial statements of Medresponse have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended September 30, 2016 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2016. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company's Form 10-K for the year ended December 31, 2015 filed on March 30, 2016 and Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cash and Cash Equivalents

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

Property, Equipment and Depreciation

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.

Revenue Recognition

The Company recognizes revenue for our services in accordance with ASC 605-10, "Revenue Recognition in Financial Statements." Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company's business plan has, for the future, one primary revenue stream as follows:

· Ambulance services.

Income Taxes

Beginning September 1, 2009, the Company adopted the provisions of ASC 740-10, "Accounting for Uncertain Income Tax Positions." When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of March 31, 2016, tax years 2015 and 2014 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years. 

Fair Value of Financial Instruments

The carrying amounts of the Company's financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Going Concern

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had net loss of $12,715 and used cash in operating activities of $571 for the nine months ended September 30, 2016. The Company had working capital deficit of $29,685 and $16,970, respectively, at September 30, 2016 and December 31, 2015. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company's current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets.

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, "Earnings Per Share," basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting pronouncements as issued. No new pronouncements had any material effect on these unaudited financial statements. The accounting pronouncements issued subsequent to the date of these unaudited financial statements that were considered significant by management were evaluated for the potential effect on these unaudited financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited financial statements as presented and does not anticipate the need for any future restatement of these unaudited financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2016 through the date these unaudited financial statements were issued.

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Organization and Operations (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Organization And Operations Details Narrative
Net loss	$ (3,684)	$ (1,865)	$ (12,715)	$ (10,658)
Net cash used in operating activities			(571)	$ (10,501)
Working capital deficit	$ (29,685)		$ (29,685)		$ (16,970)

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Related Parties (Details Narrative) - USD ($)	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Accounts payable to related party	$ 13,003	$ 100
Andrew Stepansky [Member]
Accounts payable to related party	1,503	$ 100
Manager[Member]
Note Payable	$ 11,500		$ 0

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Stockholders' Equity (Details Narrative) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Stockholders Equity Details Narrative
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Par Value	$ 0.001	$ 0.001