Auto Parts 4Less Group, Inc. - Quarter Report: 2010 April (Form 10-Q)

medcareers10q043010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2010

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ____________ to ______________

Commission file number: 333-152444

MEDCAREERS GROUP, INC.

(Name of registrant in its charter)

Nevada	7389	26-1580812
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

Five Concourse Parkway, Suite 2925

Atlanta, GA 30328

(Address of principal executive offices)

(888) 561-2780

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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 ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

At June 18, 2010, there were 32,825,000 shares of the Issuer's common stock outstanding, which number does not include 1,200,000 shares of common stock which the Issuer has agreed to issue, but which have not been physically issued to date (as described in greater detail below under “Recent Sales of Unregistered Securities”.)

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MedCareers Group, Inc. (Formerly RX Scripted, Inc.)
(A Development Stage Company)
Balance Sheets
(Unaudited)

	April 30, 2010			January 31, 2010

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	580		$	627
Prepaid expenses		25,000			-

TOTAL ASSETS	$	25,580		$	627


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	13,465		$	5,830
Accounts payable and accrued expenses - related party		6,144			8,945
Advances from related parties		51,606			300
Total Current Liabilities		71,215			15,075

Note payable		25,000			-

TOTAL LIABILITIES		96,215			15,075

STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value: 10,000,000 authorized, none outstanding		-			-
Common stock, $0.001 par value, 100,000,000 authorized, 32,825,000 and 32,825,000 issued and outstanding, respectively		32,825			32,825
Additional paid-in capital		97,089			97,089
Deficit accumulated during development stage		(200,550	)		(144,362	)

TOTAL STOCKHOLDERS' DEFICIT		(70,635	)		(14,448	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	25,580		$	627

See notes to financial statements.

F-1

MedCareers Group, Inc. (Formerly RX Scripted, Inc.)
(A Development Stage Company)
Statements of Operations
For the Three Months Ended April 30, 2010, and 2009,
and December 30, 2004 (Inception) to April 30, 20010
(Unaudited)

	Three Months Ended April 30,						Inception to April 30,
	2010			2009			2010
REVENUES
Services	$	-		$	250		$	29,867

EXPENSES
Selling, general and administrative		55,860			7,481			223,938
		55,860			7,481			223,938

LOSS FROM OPERATIONS		(55,860	)		(7,231	)		(194,071	)


OTHER EXPENSES
Interest expense		327			765			6,479

NET LOSS	$	(56,187	)	$	(7,996	)	$	(200,550	)

NET LOSS PER SHARE – Basic and diluted	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and diluted		32,825,000			32,825,000



See notes to financial statements.

F-2

MedCareers Group, Inc. (Formerly RX Scripted, Inc.)
(A Development Stage Company)
Statements of Cash Flows
For the Three Months Ended April 30, 20010 and 2009
and For the Period December 30, 2004 (Inception) through April 30, 20010
(Unaudited)

	Three Months Ended April 30,						Inception through April 30,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(56,187	)	$	(7,996	)	$	(200,550	)
Adjustments to reconcile net loss to net
cash from operating activities:
Share-based compensation		-			-			7,000
Changes in operating assets and liabilities:
Accounts receivable		-			(250	)		(	)
Prepaid and other assets		-			-			30,000
Accounts payable and accrued expenses		7,635			(205	)		14,362
Accounts payable and accrued expenses – related party		(2,801	)		3,255			11,269
NET CASH USED IN OPERATING ACTIVITIES		(51,353	)		(5,196	)		(137,919	)

CASH FLOWS FROM INVESTING ACTIVITIES
Down payment on acquisition		(25,000	)		-			(25,000	)
CASH USED IN INVESTING ACTIVITIES		(25,000	)		-			(25,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of member units		-			-			1,000
Proceeds from sale of common stock		-			-			23,250
Contributions of capital from shareholders		-			-			28,493
Proceeds from shareholder loans and advances		51,306			-			54,556
Proceeds from note payable – related party		-			5,200			33,700
Procceds from note payable		25,000			-			25,000
Payments of note payable - related party		-			-			(2,500	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		76,306			5,200			163,499

NET INCREASE (DECREASE) IN CASH		(47	)		(4	)		580
CASH AT BEGINNING OF PERIOD		627			224			-
CASH AT END OF PERIOD	$	580		$	228		$	580

SUPPLEMENTAL DISCLOSURES
CASH PAID FOR:
Interest	$	-		$	-		$	110
Income taxes		-			-			-

NONCASH INVESTING AND FINANCING ACTIVITIES:
Recapitalization	$	-		$	-		$	1,000
Extinguishment of related party debt		-			-			70,172
Issuance of note payable to related party for prepaid legal fees		-			-			30,000

See notes to financial statements.

F-3

MedCareers Group, Inc.

(Formerly RX Scripted, Inc.)

(A Development Stage Company)

Notes to Financial Statements

1.	Organization and Significant Accounting Policies

Organization – MedCareers Group, Inc. (formerly RX Scripted, Inc) was formed on December 30, 2004 as a North Carolina limited liability company and converted to a Delaware C Corporation as RX Scripted, Inc. on December 5, 2007. On December 16, 2009, an amendment was filed with the State of Nevada to change the name to “MedCareers Group, Inc.” (the “Company” or “MedCareers”). The Company was formed as an event planning consulting company to plan and execute medical meetings and educational programs for nurses, physicians, pharmacists and other health care professionals. Moving forward, we plan to discontinue the event planning and consulting operations and move to healthcare job related websites and staffing services.

Basis of Presentation – The accompanying unaudited interim financial statements of MedCareers Group, Inc.. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in MedCareers Group, Inc.’s Annual Financial Statements filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

Reclassifications – Certain prior year amounts have been reclassified to conform with the current year presentation.

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

Cash and Cash Equivalents – The Company considers all highly liquid investments with original maturities of three months or less from time of purchase to be cash equivalents. As of April 30, 2010, the Company had no cash equivalents.

Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Development Stage Company – The Company complies with Accounting Codification Standard 915-10 for its characterization of the Company as development stage.

Fair Value of Financial Instruments – The following methods and assumptions were used to estimate the fair values for each class of financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between two willing parties.

The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable approximate fair value due to the short-term nature or maturity of the instruments.

Net Loss Per Share – Basic earnings (loss) per share equals net income (loss) divided by weighted average shares outstanding during the year. Diluted earnings per share include the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. As of April 30, 2010 and 2009, MedCareers did not have any outstanding contingently issuable shares.

F-4

Revenue Recognition – Revenue from contracts for consulting services with fees based on time and materials or cost-plus are recognized as the services are performed and amounts are earned. The Company considers amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is reasonably assured. For contracts with fixed fees, the Company recognizes revenues as amounts become billable in accordance with contract terms, provided the billable amounts are not contingent, are consistent with the services delivered, and are earned.

Recent Accounting Pronouncements - Recently issued or adopted accounting pronouncements are not expected to have, or did not have, a material effect on our financial position or results from operations.

2. Going Concern

MedCareers’ financial statements are prepared using United States generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred cumulative losses through April 30, 2010 of $200,550 and has a working capital deficit at April 30, 2010 of $45,635.

Historically, revenues have not been sufficient to cover operating costs that would permit the Company to continue as a going concern. The potential proceeds from the sale of common stock and other contemplated debt and equity financing, and increases in operating revenues from new development and business acquisitions might enable MedCareers to continue as a going concern. There can be no assurance that the Company can or will be able to complete any debt or equity financing, or develop or acquire one or more business interests on terms favorable to it. MedCareers’ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. Advances From – Related Parties

MedCareers Group, Inc. has advances from its President and primary shareholder of $51,606 and $300 at April 30, 2010 and January 31, 2010, respectively. These advances are due on demand and bear interest at the rate of 2% per annum. The Company accrued $109 in interest expense for the three month period ended April 30, 2010.

4. Note Payable

On March 8, 2010, MedCareers Group, Inc. received financing of $25,000 for the down payment on a pending acquisition described below. This third-party note accrues interest at 6% per annum and is payable on March 8, 2014. The Cmpany accrued $218 in interest expense for the three month period ended April 30, 2010.

5. COMITTMENTS AND CONTINGENCIES

On February 26, 2010, MedCareers entered into an agreement to acquire the business www.medcareers.com (“Medcareers.com”). Medcareers.com is a job posting website for medical related jobs and formerly powered the job board for WebMD (NASDAQ:WBMD). The purchase price will be approximately $675,000 which is subject to adjustment based on the results of an audit. The purchase is expected to be paid in cash with traditional debt and/or seller financing with no conversion features and no dilution to Company shareholders. The Company expects to complete the transaction during the quarter ending July 31, 2010.

On March 2, 2010, the Company entered into an agreement to acquire the business www.workabroad.com (“Workabroad.com”). Workabroad.com is a portal for a variety of job related postings and focuses on international opportunities for job seekers who live outside of the United States. The purchase price is $225,000; on March 8, 2010, the Company paid the required 10% down payment of $22,500. The remaining balance of $202,500 will be payable in monthly installments of $2,248 at an interest rate of 6% per annum beginning after closing the acquisition. The balance of all unpaid principal and interest will be due 36 months after closing of the transaction which will occur upon the completion of the audit and execution of definitive agreements. Effective March 12, 2010, the Company will receive all of the revenue generated from Workabroad.com and shall continue to receive all such revenue as long as timely payments are made pursuant to the agreement. The Company expects to close this transaction during the quarter ending July 31, 2010.

On March 4, 2010, MedCareers entered into a letter of intent to acquire the business known as StaffMD which operates www.physicianwork.com (“Physicianwork.com”). The purchase price will be approximately $4,000,000 and three million shares of restricted Company stock, with $1,000,000 paid at closing and the balance payable from the profits generated by the business with interest at 5%. The Company expects to complete the transaction to acquire Physicianwork.com during the quarter ending July 31, 2010. The Company expects to have debt financing available for the closing cash requirement. Physicianwork.com is an online job board servicing the physician community and has been in business for ten years.

F-5

6. SUBSEQUENT EVENTS

On May 6, 2010, we entered into a letter agreement with Premier Healthcare Professionals, Inc. (“PHP”), pursuant to which we and PHP agreed to form a strategic alliance (the “PHP Agreement”). Pursuant to the PHP Agreement, PHP agreed to assist the Company in locating potential acquisition targets and performing due diligence on such acquisition targets, and the Company agreed that in the event it closes any transaction with an acquisition target identified by PHP, PHP would manage the target for the Company pursuant to a management agreement, and the Company would pay PHP an agreed upon fee in shares of Company common stock. The Company also agreed to enter into a management agreement with PHP for a period of 12 months, which is renewable thereafter with the mutual consent of the parties, and which would also provide us the option to purchase PHP at any time for an amount equal to PHP’s then outstanding debt, provided that the Company also has the right of first refusal to match any third party purchase offer that PHP may receive and accept for any purchase price prior to the exercise of the option, subject to certain requirements described in greater detail in the PHP Agreement (the “Purchase Option”).

In connection with the PHP Agreement, the Company agreed to issue PHP 1,200,000 shares of the Company’s common stock (the “PHP Shares”), which are subject to a restriction on resale which is to be lifted upon any of the following events occurring, including in connection with 300,000 shares of common stock at such time as our staffing division generates revenues of $10 million in any one year, if ever; and lifted in connection with 300,000 shares of common stock at such time as our staffing division generates revenues of $15 million in any one year, if ever. The restriction on resale will also be lifted as to 600,000 shares of common stock when our earnings before interest, taxes, depreciation and amortization (“EBITDA”) from the staffing division is at least $2 million in any twelve month period, if ever. Finally, the restriction on resale of 200,000 shares shall be lifted upon the closing of our first acquisition of an entity operating in the staffing industry.

In the event that we fail to close any acquisitions in connection with the PHP Agreement within 12 months from the date of the parties’ entry into the PHP Agreement, the PHP Agreement can be terminated by either party, upon which termination the Purchase Option and all of the PHP Shares will be cancelled.

On May 10, 2010, the Company entered into a letter of intent to acquire a nurse staffing company for an aggregate of $500,000, of which total cash required for closing would be $250,000, with the remaining payments due over the following 48 months. The consideration due to the seller would also include quarterly bonuses based on the performance of the acquired assets. The formal closing of the transaction is anticipated to occur by May 31, 2010. The Company expects to have debt financing available for the closing cash requirement and between the debt financing and the revenue generated from the acquired business, the Company believes that there will be sufficient cash available to make the required monthly payments.

On May 11, 2010, the Company secured a commitment for $300,000 of debt financing pursuant to a promissory note. The loan accrues interest at 10% per annum, payable quarterly starting August 1, 2010 and has a maturity date of May 31, 2011. The Company has the right to extend the loan for six months by paying a $10,000 extension fee prior to its maturity. A total of $50,000 of the financing is earmarked for working capital and was released to the Company in May 2010, the remaining $250,000 is earmarked for acquisitions and will be released only in connection with an acquisition.

F-6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

ALL STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PROJECTS", "ESTIMATES", "PLANS", "MAY INCREASE", "MAY FLUCTUATE" AND SIMILAR EXPRESSIONS OR FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD", "WOULD", "MAY" AND "COULD" ARE GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES. THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO APRIL 30, 2010. AS USED HEREIN, THE "COMPANY," “MEDCAREERS,” "WE," "US," "OUR" AND WORDS OF SIMILAR MEANING REFER TO MEDCAREERS GROUP, INC.

DESCRIPTION OF BUSINESS

Overview

The Company was originally incorporated as a North Carolina limited liability corporation on December 30, 2004. In December 2007, its manager decided it was in the best interests of the limited liability company to convert to a Nevada corporation, and as such, we filed Articles of Conversion on December 5, 2007 to reincorporate in Nevada. Through the conversion, the sole interest holder of the limited liability company, MaryAnne McAdams, our former sole officer and Director, exchanged 100% of the membership interests in the limited liability company for 15,000,000 shares of the Company’s common stock. Other than the change from a North Carolina limited liability company to a Nevada corporation, the operations of the Company, debts, liabilities, employees and contracts all remained the same.

On or around October 2, 2009, MaryAnne McAdams, the then sole officer and Director of the Company and David M. Loev (collectively the “Shareholders”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Archetype Partners LLC, which is beneficially owned and controlled by Robert Bryan Crutchfield, who became the Chief Executive Officer and Director of the Company due to the transactions described below (the “Purchaser”), pursuant to which the Shareholders sold the Purchaser an aggregate of 23,360,000 shares of the Company’s common stock (representing 71.2% of the Company’s then outstanding shares of common stock)(the “Shares”). The purchase price paid by the Purchaser for the Shares was $185,000, of which $100,000 was payable at the closing of the Purchase Agreement (the “Closing Payment”) and $85,000 which was payable within 45 days of the Closing (which amount has been paid to date). Additionally, the Purchase Agreement provides that in the event the Purchaser or the Company affects a transaction including, but not limited to, a Share Exchange Agreement, Stock Purchase Agreement or similar agreement which results in a Change in Control (as defined in the Purchase Agreement) of the Company, the Purchaser is required to issue additional shares of common stock of the Company to the Shareholders such that each Shareholder will own a minimum of 1% of the Company’s then outstanding shares of common stock following such transaction.

In addition to the Purchase Agreement, the Shareholders and the Purchaser also entered into a Voting Agreement on or around October 2, 2009, pursuant to which the Shareholders agreed that for one year following the effective date of the Purchase Agreement, the Shareholders would vote any shares of common stock which they beneficially own and/or have voting control over (representing an aggregate of 6,640,000 shares of common stock as of the date of this filing) as requested by and/or pursuant to instructions provided by Purchaser. The Voting Agreement also provides that if the Purchaser shall fail to pay the Additional Payment when due or shall otherwise breach the Purchase Agreement, subject to the required notice and cure provisions of the Voting Agreement, that the Voting Agreement shall terminate and be of no force or effect.

A condition to the Purchase Agreement was the forgiveness by Kevin McAdams, the former sole officer and Director’s husband of the approximately $33,700 of principal and $1,910 of accrued interest which he was owed pursuant to a Revolving Credit Promissory Note (as amended from time to time the “Credit Agreement”); and the $27,500 of principal and $4,113 of accrued interest owed to The Loev Law Firm, PC, whose manager is David M. Loev, the Company’s legal counsel (the “Law Firm”) pursuant to a Promissory Note effective September 18, 2007, evidencing legal fees due (as amended from time to time, the “Note”) and certain other accrued and unpaid legal fees owing to the Law Firm as of the date of the Purchase Agreement (collectively the Credit Agreement, Note and accrued and unpaid legal fees, defined herein as the “Debts”).

Mr. McAdams and the Law Firm entered into separate Debt Extinguishment Agreements with the Company on or around October 2, 2009, whereby each agreed to forever forgive, release and extinguish any and all funds which they were due from the Company as a result of the Debts for $10 and other good and valuable consideration.

Finally, following the closing of the Purchase Agreement, approximately $28,530 of the Closing Payment was used by Ms. McAdams to satisfy certain outstanding liabilities of the Company relating to outstanding accountant’s fees and certain other liabilities of the Company.

On or around December 4, 2009, Archetype Partners LLC purchased an additional 500,000 shares of common stock (50,000 pre-Stock Split) from our transfer agent.

CHANGE IN CONTROL OF REGISTRANT

As a result of the Purchase Agreement, the Voting Agreement, and the purchase of shares from our transfer agent, Archetype Partners LLC, had beneficial ownership of 23,860,000 shares of the Company’s common stock (representing 72.6% of the Company’s outstanding shares of common stock) and voting control over an additional 6,640,000 shares of the Company’s common stock, giving Archetype Partners LLC rights to vote an aggregate of 30,500,000 shares of the Company’s common stock, representing an aggregate of 92.8% of the Company’s then outstanding shares of common stock based on the 32,825,000 shares of the Company’s common stock then issued and outstanding.

On or around December 4, 2009, Archetype Partners LLC purchased an additional 500,000 shares of common stock (50,000 pre-Stock Split) from our transfer agent.

In January 2010, Robert Bryan Crutchfield, the Chief Executive Officer and Director of the Company, and beneficial owner (through his control of Archetype) of the Company gifted an aggregate of 4,400,000 shares of the Company’s post-Stock Split (440,000 pre-Stock Split) shares of common stock which Archetype held to eleven individuals (including the gift of 200,000 shares to our current Chief Financial Officer, Vice President and Treasurer, Charles John Dean).

As a result of the transactions above, Archetype has majority voting control over the Company and will therefore exercise control in determining the outcome of all corporate transactions or other matters, including the election and removal of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control of the Company.

Effective October 2, 2009, MaryAnne McAdams, as the sole Director of the Company increased the number of Directors of the Company from one (1) to two (2) and appointed Robert Bryan Crutchfield as a Director of the Company to fill the vacancy left by the increase in Directors pursuant to the power given to the Board of Directors by the Company’s Bylaws. Subsequent to that appointment, Ms. McAdams resigned as an officer and Director of the Company and Robert Bryan Crutchfield remained as the sole Director of the Company and appointed himself as Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer of the Company to fill the vacancy left by Ms. McAdams resignation.

On or around December 16, 2009, Robert Bryan Crutchfield, the sole Director of the Company and Mr. Crutchfield as the Chief Executive Officer and beneficial owner of Archetype, our majority shareholder (holding 23,860,000 shares of the Company’s common stock, representing 72.7% of the Company’s then outstanding voting shares as of December 16, 2009) approved via a consent to action without meeting of the sole Director and majority shareholders of the Company, the filing of a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate”) to (a) authorize and approve a 10 for 1 forward stock split (the “Stock Split”) of the Company’s authorized and outstanding common stock and preferred stock, effective as of the close of business on January 15, 2010 (the “Effective Date”); (b) to change the Company’s name to “MedCareers Group, Inc.” (the “Name Change”); (c) to increase the Company’s total authorized shares of common stock, to 350,000,000 shares of $0.001 par value per share common stock following the Stock Split; and (d) to re-authorize 10,000,000 shares of “blank check” preferred stock, $0.001 par value per share following the Stock Split (collectively with (c) the “Authorized Share Transactions”).

Subsequent to the filing of the Certificate with the Secretary of State of Nevada on December 16, 2009, Mr. Crutchfield, our sole Director and beneficial owner of a majority of our shares through his control of Archetype determined it was in the best interests of the Company to change the Effective Date of the Certificate to January 7, 2010, and as such the Company filed a Certificate of Correction with the Secretary of State of Nevada on January 4, 2010, to reflect such change in the Effective Date of the Certificate.

As a result of the Certificate (as corrected) and the Stock Split which became effective January 7, 2010, the Company had 32,825,000 shares of common stock issued and outstanding; as a result of the Authorized Share Transactions, the Company has 350,000,000 shares of common stock and 10,000,000 shares of preferred stock, $0.001 par value per share authorized; and as a result of the Name Change, the Company’s name was changed to MedCareers Group, Inc.

Unless otherwise stated or the context suggests otherwise, the number of shares disclosed throughout this report have been retroactively reflected for the Stock Split.

Additionally, as a result of the above, the Company’s symbol on the Over-The-Counter Bulletin Board changed to “MCGI”, effective January 7, 2010.

On January 13, 2010, the Board of Directors appointed Charles John Dean as the Vice President, Chief Financial Officer and Treasurer of the Company.

Medcareers.com Purchase

On or around February 26, 2010, the Company entered into an agreement to acquire the business www.medcareers.com (“Medcareers.com” and the “Purchase”). The purchase price will be approximately $675,000, which is subject to adjustment based on the results of the audit which is expected to be paid in cash with traditional debt financing and/or seller financing with no conversion features and no dilution to Company shareholders.

The Company expects to complete the transaction during the quarter ending July 31, 2010, funding permitting.

Medcareers.com is a job posting website for medical related jobs and formerly powered the job board for WebMD (NASDAQ:WBMD).

The Company plans to file the definitive documents and describe the Purchase and the operations of Medcareers.com in greater detail, including Form 10 type information regarding Medcareers.com, and audited financial statements associated therewith, assuming the consummation of the Purchase.

Workabroad.com Purchase

On or around March 2, 2010, the Company entered into an agreement to acquire the business www.workabroad.com (“Workabroad.com” and the “Workabroad Purchase”). The purchase price of the Workabroad Purchase was $225,000. On March 8, 2010, the Company paid the required 10% down payment (equal to $22,500) on the purchase price to Steve Ellsberg (the “Seller”). The remaining balance due ($202,500) pursuant to the Workabroad Purchase will be payable at a rate of $2,248 per month, based on a 10 year amortizing loan with interest at 6% with a balloon payment of all unpaid principal and interest due 36 months after closing (the “Loan”). The Company has made the first monthly payment subsequent to the initial $22,500.00 payment. The Company borrowed $25,000 from a third party at six percent interest which is payable in four years, which was used to make the down payment.

As the transaction with Workabroad.com has not closed, the Company has shown the down payment to the Seller as a pre-paid item and not recorded revenue from its operations in the attached financial statements.

Workabroad.com is currently a portal for a variety of job related postings that focuses on international opportunities for job seekers who live outside of the United States.

The formal closing of the transaction will occur upon the completion of the audit and execution of definitive agreements. The Company made this initial and subsequent payment so that it could assume operations of WorkAbroad.com immediately rather than waiting for the formal closing since WorkAbroad.com is expected to be an integral part of the Company’s online employment solution strategy.

StaffMD Purchase

On March 4, 2010, the Company entered into a letter of intent to acquire the business known as StaffMD which operates www.physicianwork.com (“Physicianwork.com” and the “Physicianwork Purchase”). The purchase price will be approximately $4,000,000 and three million shares of restricted Company common stock, with $1,000,000 paid at closing and the balance payable out of the profits generated from the business with interest at 5%.

The Company expects to complete the transaction during the quarter ending July 31, 2010, funding permitting. The transaction is subject to the completion of due diligence and execution of definitive legal documentation.

Physicianwork.com is an online job board servicing the physician community. StaffMD has been in business for ten years and is a leading online job posting service in its niche.

The Company plans to file the definitive documents and describe the Physicianwork Purchase and Physicianwork.com in greater detail, including Form 10 type information regarding Physicianwork.com, and audited financial statements associated therewith, assuming the consummation of the Physicianwork Purchase.

Recent Events:

The restriction on resale refers to an agreed to restriction between PHP and the Company. Restrictions imposed by the securities laws will override all contractual restrictions and the Company has not undertaken to file a registration statement for any of the shares issued to PHP regardless of when the restrictions imposed by the PHP Agreement are lifted.

Nurse Staffing Acquisition

On May 10, 2010, we entered into a letter of intent to acquire a nurse staffing company for an aggregate of $500,000, of which total cash required for closing would be $250,000, with the remaining payments due over the following 48 months. The consideration due to the seller would also include quarterly bonuses based on the EBITDA of the acquired assets.

The formal closing of the transaction is anticipated to occur by July 31, 2010. The Company expects to have debt financing available for the closing cash requirement and between the debt financing and the revenue generated from the acquired business, the Company believes that there will be sufficient cash available to make the required monthly payments.

Financing

On May 11, 2010, the Company secured a commitment for $300,000 of debt financing pursuant to a Promissory Note. The loan accrues interest at 10% per annum, payable quarterly starting August 1, 2010 and has a maturity date of May 31, 2011. The Company has the right to extend the loan for six months by paying a $10,000 extension fee prior to its maturity. A total of $50,000 of the financing is earmarked for working capital and was released to the Company on or around May 14, 2010, the remaining $250,000 is earmarked for acquisitions and will be released only in connection with an acquisition.

During the period covered by this Report and prior to receipt of the aforementioned $50,000 of financing, the Company’s current President and Chief Executive Officer extended advances on behalf of the Company in payment of certain expenses. These advances are repayable upon demand and accrue interest at the rate of 2% per annum. As of April 30, 2010, the amount outstanding under these advances was $51,606 and interest expense recorded for the quarter was $108.

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The Company expects to discontinue the original business operated by our former Chief Executive Officer MaryAnne McAdams. That business has not generated significant revenues and the Company does not anticipate this past and current course changing. The Company’s change of business focus which is being directed by the acquisitions described above will be from event planning and consulting activities to healthcare job related websites and staffing services. The Company may enter into other aspects of healthcare related businesses in the future, but does not anticipate continuing the event planning business.

Other than the financing commitment described above, 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 securities and loans from our shareholders.

In connection with our business plan, management will try to delay additional increases in operating expenses and capital expenditures. We will need to raise additional capital and revenues to meet both short-term and long-term operating requirements as the $50,000 available for working capital will not fund ongoing operations.

Our financial statements contain information expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we satisfy our liabilities and commitments in the ordinary course of business.

Business Operations

The Company had historically been an event planning consulting company engaged in the planning and execution of medical meetings and educational programs for nurses, physicians, pharmacists and other healthcare professionals. Moving forward, we plan to discontinue the event planning and consulting operations and move to healthcare job related websites and staffing services. The description of our event planning and consulting services below represents the activities that we conducted during the quarter ended April 30, 2009 and the years prior to January 31, 2010. Moving forward, we plan to focus substantially all of our resources on healthcare related job board websites and related staffing services, including the pending acquisitions of Medcareers.com, Workabroad.com and Physicianwork.com, as described above, and a nurse staffing business, also described above, assuming such pending acquisitions close, and plan to disclose such operations and the risks associated therewith in our next quarterly report on Form 10-Q for the period ending July 31, 2010, which will include results of operations from our Workabroad.com acquisition which we are operating during such period.

Marketing and Growth Strategy

We anticipate that moving forward, we will scale down and cease our event planning and consulting services, and focus all of our available resources on the market for healthcare related Internet based job websites and related staffing services, which we plan to accomplish in part by the planned acquisitions of Medcareers.com, Workabroad.com and Physicianwork.com, as described above.

PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS

Our goal is to expand or build our business through a variety of efforts. We are considering ongoing offerings of securities under private placements, acquisitions (similar to those described above), and joint ventures with other companies public and private and other activities to either build sales or generate much needed capital to grow and undertake our business plan (for example, obtain, if possible, loans).

Existing working capital, further loan advances and possible debt instruments, warrant exercises, further private placements, and anticipated cash flow are being considered. On May 11, 2010, we secured a commitment for $300,000 of debt financing. We have no other formal 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 securities and loans from our shareholders.

We have undertaken certain actions and continue to implement changes designed to improve our financial results and operating cash flows. The actions involve certain cost-saving initiatives and growing strategies. For example, we do not have a seasoned staff of public company officers beyond the extent of experience and abilities of our Chief Executive Officer and Chief Financial Officer; so, for example, we have not engaged, thus avoided the expenses, of additional officers or employees. Our financial statements contain information expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Critical Accounting Policies:

Our discussion and analysis of our financial condition and results of operations is based upon our audited financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to uncollectible receivables, investment values, income taxes, the recapitalization and contingencies. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition – Revenue from contracts for consulting services with fees based on time and materials or cost-plus are recognized as the services are performed and amounts are earned in accordance with the Securities Exchange Commission (the “SEC”) Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements”, as amended by SAB No. 104 “Revenue Recognition”. The Company considers amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is reasonably assured. For contracts with fixed fees, the Company recognizes revenues as amounts become billable in accordance with contract terms, provided the billable amounts are not contingent, are consistent with the services delivered, and are earned.

COMPARISON OF OPERATING RESULTS

FOR THE THREE MONTHS ENDED APRIL 30, 2010, COMPARED TO THE THREE MONTHS ENDED APRIL 30, 2009

We had no revenues for the three months ended April 30, 2010, compared to $250 for the three months ended April 30, 2009. We expect to have nominal to no operating revenues until such time as we are able to close one or more of the aforementioned transactions.

We had selling, general and administrative expenses of $55,860 for the three months ended April 30, 2010, compared to selling, general and administrative expenses of $7,481 for the three months ended April 30, 2009, an increase in selling, general and administrative expenses of $48,379 or 647% from the prior period. The increase in selling, general and administrative expenses was mainly due to an increase in legal, accounting and public relation related fees and expenses relating to the disclosure of the pending acquisition transactions described above during the three months ended April 30, 2010, which expenses were not represented during the three months ended April 30, 2009.

We had other expenses, consisting solely of interest expense, for the three months ended April 30, 2010 of $327, compared to other expenses for the three months ended April 30, 2009 of $765, a decrease in other expenses of $438 or 57% from the prior period. The decrease in other expenses is due to the payoff of prior advances in connection with the change in control that occurred in October 2009 net of additional interest expense incurred from new advances from stockholders and the borrowing associated with the Workabroad.com down payment, described above, during the three months ended April 30, 2010.

We had a net loss of $56,187 for the three months ended April 30, 2010, compared to a net loss of $7,996 for the three months ended April 30, 2009, an increase in net loss of $48,191 or 603% from the prior period. The increase in net loss was mainly attributable to the increase in selling, general and administrative expenses for the three months ended April 30, 2010, compared to the three months ended April 30, 2009.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $25,580 as of April 30, 2010, which included current assets of cash and cash equivalents of $580 and $25,000 of pre-paid expenses related to the purchase of Workabroad.com (as described above).

We had total liabilities of $96,215 as of April 30, 2010, which consisted of current liabilities of $71,215, which included $13,465 of accounts payable and accrued expenses, $6,144 of accounts payable and accrued expenses – related party, and $51,606 of advances from related parties, and long-term liabilities of $25,000 related to our note payable in connection with the May 11, 2010 funding described below.

We had negative working capital of $45,635 and a total deficit accumulated during the development stage of $200,550 as of April 30, 2010.

We had net cash used in operating activities of $51,353 for the three months ended April 30, 2010, which was due to $56,187 of net loss and $2,801 of accounts payable and accrued expenses – related party, partially offset by $7,635 of accounts payable and accrued expenses.

We had $25,000 of net cash used in investing activities, representing the down payment on the Workabroad.com acquisition which was paid during the three months ended April 30, 2010.

We had $76,306 of net cash provided by financing activities for the three months ended April 30, 2010, which was due to $51,306 of shareholder advances and $25,000 in proceeds related to borrowings provided in connection with the pending Workabroad.com acquisition as described below.

On December 12, 2007, we entered into a Revolving Credit Promissory Note with Kevin McAdams, the husband of our former Chief Executive Officer, MaryAnne McAdams (the “Note”). The Note provided us with a $25,000 line of credit. The Note was subsequently amended by an Amended Revolving Credit Promissory Note, which accrued interest at the rate of 4% per annum, entered into on or around March 18, 2009, which increased the amount available under the Note to $37,500. A total of $25,500 had been borrowed pursuant to the Note as of January 31, 2009 and a total of $33,700 had been borrowed as July 31, 2009. On or around October 2, 2009, and in connection with the Purchase Agreement, described above, Mr. McAdams forgave the entire amount of the Note.

On March 11, 2008, with an effective date of September 18, 2007, we entered into a Convertible Promissory Note (the “Convertible Note”), with David M. Loev, our attorney and a significant shareholder of the Company. The Convertible Note evidenced amounts owed to Mr. Loev pursuant to the engagement agreement entered into between us and Mr. Loev on September 18, 2007. Pursuant to the engagement agreement, Mr. Loev received $5,000 upon the parties’ entry into the engagement agreement, and an aggregate of 1,500,000 shares of our common stock, which amount of cash and shares have been paid to date, and an additional $30,000 in the form of the Convertible Note. The engagement agreement provided for Mr. Loev to perform various legal services on our behalf including the preparation of articles of incorporation, bylaws, organizational minutes, the Private Placement Memorandum and related documents, the Registration Statement to register the shares sold through the Private Placement Memorandum and amendments thereto, as well as various services in connection with responding to FINRA comments in connection with a 15c2-11 filing, as well as general corporate/securities matters requested by us.

The Convertible Note accrued interest at the rate of seven percent (7%) per annum until paid in full and any past due amounts bear interest at the rate of fifteen percent (15%) per annum. A total of $2,500 of the amount due under the $30,000 Convertible Note was due five days after the end of the Private Placement Memorandum offering, which amount has been paid to date, and the remaining amount of the Note was due on October 31, 2008. On November 19, 2008, we entered into an Amended and Restated Convertible Promissory Note with Mr. Loev that replaced and superseded the original Convertible Note. The amended Convertible Note extended the date the note was due and payable to April 30, 2009. In April 2009, we entered into a Second Amended and Restated Convertible Promissory Note with Mr. Loev that replaced and superseded the Amended and Restated Convertible Note. The Second Amended and Restated Convertible Note extended the date the note was due and payable to October 31, 2009. On or around October 2, 2009, and in connection with the Purchase Agreement, described above, Mr. Loev forgave the entire amount of the Convertible Note.

We do not currently have any additional formal commitments or identified sources of additional capital from third parties or from our officers, Director or majority shareholders. We can provide no assurance that additional financing will be available on favorable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan and/or suspend our exploration activities.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, selling assets, if any, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Moving forward, we hope that our Chief Executive Officer and Principal Financial Officer will be able to devote the additional time and effort required so that our disclosure controls and procedures are once again effective. Notwithstanding the assessment that our internal controls and procedures were not effective, we believe that our financial statements contained in our Annual Report on Form 10-K for the fiscal years ended January 31, 2010 and 2009, our Quarterly Report for the quarter ended April 30, 2009, Quarterly Report for the quarter ended July 31, 2009, Quarterly Report for the quarter ended October 31, 2009, and this Quarterly Report for the quarter ended April 30, 2010, fairly present our financial position, results of operations and cash flows for the years and months covered thereby in all material respects.

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

ITEM 1A. RISK FACTORS

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this quarterly report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

WE REQUIRE ADDITIONAL CAPITAL IN ORDER TO TAKE THE NECESSARY STEPS TO GROW OUR BUSINESS.

Currently, the Company does not have available funds to develop the marketing and advertising materials or fund other operating and general and administrative expenses necessary to grow its business, nor does the Company have available funding necessary to complete the acquisitions of Medcareers.com, Workabroad.com and Physicianwork.com, as described above. Further, the Company does not have the funds available to hire independent contractors. If we cannot secure additional financing, our growth and operations could be impaired by limitations on our access to capital. There can be no assurance that capital from outside sources will be available, or if such financing is available, that it will be on terms that management deems sufficiently favorable. If we are unable to obtain additional financing upon terms that management deems sufficiently favorable, or at all, it would have a material adverse impact upon our ability to conduct our business operations and pursue our expansion strategy. As of the date of this report, we have only limited operations, and did not generate any significant revenues during the years ended January 31, 2010 or 2009. For the quarter ended April 30, 2010, we did not generate any revenue. In the event we do not raise additional capital from conventional sources, it is likely that we may need to scale back or curtail implementing our business plan, which could cause any securities in the Company to be worthless.

SHAREHOLDERS MAY BE DILUTED SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN FINANCING, SATISFY OBLIGATIONS AND/OR COMPLETE ACQUISITIONS THROUGH THE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK OR OTHER SECURITIES.

We have no committed source of financing. Wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock or other securities. Additionally, moving forward, we may attempt to conduct acquisitions of other entities or assets using our common stock or other securities as payment for such acquisitions. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock and preferred stock with various preferences and other rights. These actions may result in substantial dilution of the ownership interests of existing shareholders, and dilute the book value of the Company’s common stock.

WE HAVE HISTORICALLY GENERATED LIMITED REVENUES AND HAVE GENERATED ONLY NOMINAL REVENUES FOR A PERIOD OF OVER TWO YEARS

We did not generate any revenues for the year ended January 31, 2008. For the years ended January 31, 2010 and 2009, we generated only nominal revenues of $250 and $100, respectively. For the quarter ended April 30, 2010, we did not generate any revenue. Furthermore, we anticipate our expenses increasing in the future. We do not currently generate significant revenues and have only limited operations. We can make no assurances that we will be able to generate any revenues in the future, that we will have sufficient funding to support our operations and pay our expenses. In the event we are unable to generate revenues and/or support our operations, we will be forced to curtail and/or abandon our current business plan and any investment in the Company could become worthless.

WE ARE CURRENTLY ACTIVELY PURSUING ACQUISITION AND/OR MERGER OPPORTUNITIES AND MAY CHOOSE TO ENTER INTO ADDITIONAL MERGER AND/OR ACQUISITION TRANSACTIONS IN THE FUTURE.

We have been actively looking for acquisition or merger opportunities that will enhance our value and growth prospects, and have entered into several pending acquisition transactions as of the date of this report, including the pending acquisitions of Medcareers.com, Workabroad.com and Physicianwork.com, as described above. As a result, in the future, we may enter into additional merger and/or acquisitions with separate companies, which may result in our majority shareholders changing and new shares of common or preferred stock being issued, resulting in substantial dilution to our then current shareholders. As a result, if there were new majority shareholders, they will likely change the composition of our Board of Directors and replace our current management. The new management will likely change our business focus and we can make no assurances that our new management will be able to properly manage our direction or that this change in our business focus will be successful. If we do consummate any of our pending acquisitions and/or enter into additional merger or acquisitions, and our new management fails to properly manage and direct our operations, we may be forced to scale back or abandon our operations, which will cause the value of our common stock to decline or become worthless. We have not completed any mergers or acquisitions as of the date of this filing.

WE WILL FACE ADDITIONAL UNKNOWN RISKS AND UNCERTAINTIES IN THE EVENT WE CHOOSE TO EXPAND OR CHANGE OUR PRIMARY BUSINESS FOCUS TO HEALTHCARE INTERNET BASED JOB AND STAFFING SERVICES IN THE FUTURE.

In the event the Company chooses to expand or change its primary business focus away from event planning and consulting and instead focus on healthcare Internet based job and staffing services, as we currently anticipate, assuming we can consummate the acquisitions of Medcareers.com, Workabroad.com and Physicianwork.com, as described above, we will face numerous unknown and uncertain risks associated with our ability to compete in this new market, pricing for our products and/or services, our ability to raise capital, and potential other risks associated with our operations. If any of these unknown and/or uncertain risks were to occur, it would likely have a materially adverse effect on our operations, could cause the value of our securities to decline in value and/or become worthless, and could force us to curtail or abandon our business activities.

SHAREHOLDERS WHO HOLD UNREGISTERED SHARES OF OUR COMMON STOCK ARE SUBJECT TO RESALE RESTRICTIONS PURSUANT TO RULE 144, DUE TO OUR STATUS AS A “SHELL COMPANY.”

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we are a “shell company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company” 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for the prior one year period; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.” Because none of our securities can be sold pursuant to Rule 144, until at least a year after we cease to be a “shell company”, any securities you purchase in an offering or that we issue to consultants, employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission, an exemption for sales can be relied upon other than Rule 144 and/or until a year after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above. As a result, you may never be able to sell shares you purchase in the Company, and it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, using our securities to pay for any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless. Furthermore, as we may not ever cease to be a “shell company,” investors who purchase restricted shares may be forced to hold such securities indefinitely.

THE SUCCESS OF THE COMPANY DEPENDS HEAVILY ON ROBERT BRYAN CRUTCHFIELD AND HIS FINANCING CONTACTS.

The success of the Company will depend on the abilities of Robert Bryan Crutchfield, the President, Chief Executive Officer and sole Director of the Company. The loss of Mr. Crutchfield will have a material adverse effect on the business, results of operations (if any) and financial condition of the Company. In addition, the loss of Mr. Crutchfield may force the Company to seek a replacement who may have less experience, fewer contacts, or less understanding of the Company’s business and financing prospects. Further, we can make no assurances that we will be able to find a suitable replacement for Mr. Crutchfield, which could force the Company to curtail its operations and/or cause any investment in the Company to become worthless. The Company does not have an employment agreement with Mr. Crutchfield nor any key man insurance on Mr. Crutchfield.

ARCHETYPE PARTNERS LLC , WHICH IS BENEFICIALLY OWNED AND CONTROLLED BY ROBERT BRYAN CRUTCHFIELD, OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR EXERCISES MAJORITY VOTING CONTROL OVER THE COMPANY AND CONTROL OVER CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW DIRECTORS.

Archetype Partners LLC (“Archetype”), which is beneficially owned and controlled by our Chief Executive Officer and Director, Robert Bryan Crutchfield has voting control of 26,100,000 shares of the Company’s common stock (representing approximately 79.5% of the Company’s outstanding shares of common stock), which includes 6,640,000 shares of the Company’s common stock which Archetype has voting control over. Therefore, Mr. Crutchfield can currently exercise majority voting control in determining the outcome of all corporate transactions or other matters, including the election and removal of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Any investors who purchase shares will be minority shareholders and as such will have little to no say in the direction of the Company and the election of Directors. Additionally, it will be difficult if not impossible for investors to remove Mr. Crutchfield as a Director of the Company, which will mean he will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company's common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions.

OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR HAS OTHER EMPLOYMENT OUTSIDE OF THE COMPANY, AND AS SUCH, MAY NOT BE ABLE TO DEVOTE SUFFICIENT TIME TO OUR OPERATIONS.

Robert Bryan Crutchfield, our Chief Executive Officer and Director, currently has employment outside of the Company. As such, Mr. Crutchfield only spends approximately 25-35 hours per week on Company matters, and as such he may not be able to devote a sufficient amount of time to our operations. This may be exacerbated by the fact that Mr. Crutchfield is currently one of only two officers and our only Director. If Mr. Crutchfield is not able to spend a sufficient amount of his available time on our operations, we may never gain any clients, may not ever generate any revenue and/or any investment in the Company could become worthless.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO FORECAST OUR FUTURE RESULTS, MAKING ANY INVESTMENT IN US HIGHLY SPECULATIVE.

We have a limited operating history, and our historical financial and operating information is of limited value in predicting our future operating results. We may not accurately forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors facing us, and, therefore, we may fail to make accurate financial forecasts. Our current and future expense levels are based largely on our investment plans and estimates of future revenue. As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which could then force us to curtail or cease our business operations.

OUR LOSSES RAISE DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING CONCERN.

We had cumulative operating losses through April 30, 2010 of $200,550 and had a working capital deficit at April 30, 2010 of $45,635. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot generate revenues, obtain additional financing and/or obtain profitable operations. As such, there is substantial doubt as to our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment in us could become devalued or worthless.

OUR INDUSTRY IS HIGHLY COMPETITIVE.

The Company’s industry is highly competitive and fragmented. The Company expects competition to intensify in the future. The Company competes in its market with numerous national, regional and local companies, many of which have substantially greater financial, managerial and other resources than those presently available to the Company. Numerous well-established companies are focusing significant resources on providing services that currently compete and will compete with the Company's services in the future. Although we believe that there is a need for a “niche” business, such as ours and that can provide logistical expertise at a reduced cost, the Company can make no assurance that it will be able to effectively compete with these other companies or that competitive pressures, including possible downward pressure on the prices we charge for our products and/or services, will not arise. In the event that the Company cannot effectively compete on a continuing basis or competitive pressures arise, such inability to compete or competitive pressures will have a material adverse effect on the Company’s business, results of operations and financial condition.

OUR GROWTH WILL PLACE SIGNIFICANT STRAINS ON OUR RESOURCES.

The Company is currently in the planning stage, with only limited operations. The Company's growth, if any, is expected to place a significant strain on the Company's managerial, operational and financial resources as the Company only has two officers and employees and the Company will likely continue to have limited employees in the future. Furthermore, assuming the Company receives clients, it will be required to manage multiple relationships with various clients and other third parties. These requirements will be exacerbated in the event of further growth of the Company or in the number of its clients. There can be no assurance that the Company's systems, procedures or controls will be adequate to support the Company's operations or that the Company will be able to achieve the rapid execution necessary to successfully offer its services and implement its business plan. The Company's future operating results, if any, will also depend on its ability to add additional personnel commensurate with the growth of its business, if any. If the Company is unable to manage growth effectively, the Company's business, results of operations and financial condition will be adversely affected.

OUR ARTICLES OF INCORPORATION, AS AMENDED, AND BYLAWS LIMIT THE LIABILITY OF, AND PROVIDE INDEMNIFICATION FOR, OUR OFFICERS AND DIRECTORS.

Our Articles of Incorporation, generally limit our officers' and Directors' personal liability to the Company and its stockholders for breach of fiduciary duty as an officer or Director except for breach of the duty of loyalty or acts or omissions not made in good faith or which involve intentional misconduct or a knowing violation of law. Our Articles of Incorporation, as amended, and Bylaws provide indemnification for our officers and Directors to the fullest extent authorized by the Nevada Revised Statutes against all expense, liability, and loss, including attorney's fees, judgments, fines excise taxes or penalties and amounts to be paid in settlement reasonably incurred or suffered by an officer or Director in connection with any action, suit or proceeding, whether civil or criminal, administrative or investigative (hereinafter a "Proceeding") to which the officer or Director is made a party or is threatened to be made a party, or in which the officer or Director is involved by reason of the fact that he or she is or was an officer or Director of the Company, or is or was serving at the request of the Company as an officer or Director of another corporation or of a partnership, joint venture, trust or other enterprise whether the basis of the Proceeding is alleged action in an official capacity as an officer or Director, or in any other capacity while serving as an officer or Director. Thus, the Company may be prevented from recovering damages for certain alleged errors or omissions by the officers and Directors for liabilities incurred in connection with their good faith acts for the Company. Such an indemnification payment might deplete the Company's assets. Stockholders who have questions respecting the fiduciary obligations of the officers and Directors of the Company should consult with independent legal counsel. It is the position of the Securities and Exchange Commission that exculpation from and indemnification for liabilities arising under the Securities Act of 1933, as amended and the rules and regulations thereunder is against public policy and therefore unenforceable.

IN THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW COMPLIANCE INITIATIVES.

Moving forward, we anticipate incurring significant legal, accounting and other expenses in connection with our status as a fully reporting public company. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices. As such, our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

WE CURRENTLY HAVE ONLY A LIMITED PUBLIC MARKET FOR OUR SECURITIES AND SUCH MARKET IS HIGHLY VOLATILE AND ILLIQUID.

In November 2008, we obtained quotation for our common stock on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol RXSS.OB and on January 7, 2010, our symbol on the OTCBB changed to MCGI.OB in connection with our name change to MedCareers Group, Inc. There is currently a limited market for our common stock on the OTCBB which is volatile, illiquid and sporadic and is subject to wide fluctuations in response to several factors, including, but not limited to:

(1)	actual or anticipated variations in our results of operations;

(2)	our ability or inability to generate new revenues;

(3)	increased competition;

(4)	conditions and trends in our industry, and possible healthcare legislation; and

(5)	future acquisitions we may make.

Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATIONS OF PENNY STOCKS.

Our common stock is subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

IF WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.

Pursuant to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing of periodic reports with the SEC, any OTCBB issuer which fails to file a periodic report (Form 10-Q's or 10-K's) by the due date of such report (not withstanding any extension granted to the issuer by the filing of a Form 12b-25), three (3) times during any twenty-four (24) month period is automatically de-listed from the OTCBB. Such removed issuer would not be re-eligible to be listed on the OTCBB for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. If we are late in our filings three times in any twenty-four (24) month period and are de-listed from the OTCBB, our securities may become worthless and we may be forced to curtail or abandon our business plan.

STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL SHARES.

Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

BECAUSE WE ARE NOT SUBJECT TO COMPLIANCE WITH RULES REQUIRING THE ADOPTION OF CERTAIN CORPORATE GOVERNANCE MEASURES, OUR STOCKHOLDERS HAVE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

Because our Directors are not independent directors, we do not currently have independent audit or compensation committees. As a result, our Directors have the ability to, among other things; determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain additional qualified officers, Directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of Directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In May 2010, in connection with our entry into the PHP Agreement, we agreed to issue PHP 1,200,000 shares of common stock with such resale restrictions as described in greater detail above. The shares of common stock have not been physically issued to date however and as such have not been included in the number of issued and outstanding shares disclosed throughout this report. We claim an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, since the foregoing issuance will not involve a public offering, the recipient will take the shares for investment and not resale and we will take appropriate measures to restrict transfer. No underwriters or agents were involved in the foregoing issuance and we paid no underwriting discounts or commissions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit

Exhibit 3.1(1)	Articles of Incorporation

Exhibit 3.2(5)	Certificate of Amendment to Articles of Incorporation

Exhibit 3.3(5)	Certificate of Correction to Certificate of Amendment to Articles of Incorporation

Exhibit 3.2(1)	Bylaws

Exhibit 10.1(1)	Revolving Credit Promissory Note with Kevin McAdams (December 12, 2007)
Exhibit 10.2(1) Exhibit 10.3(2)	Convertible Promissory Note with David M. Loev (March 11, 2008) Amended Convertible Promissory Note with David M. Loev

Exhibit 10.4(3)	Amended Revolving Credit Promissory Note with Kevin McAdams

Exhibit 10.5(3)	Second Amended Convertible Promissory Note with David M. Loev

Exhibit 10.6(4)	Stock Purchase Agreement

Exhibit 10.7(4)	Voting Agreement

Exhibit 10.8(4)	Debt Extinguishment Agreement (Kevin McAdams)

Exhibit 10.9(4)	Debt Extinguishment Agreement (David M. Loev)

Exhibit 10.10(6)	Agreement with Premier Healthcare Professionals, Inc.

Exhibit 10.11(7)	Promissory Note

Exhibit 31.1*	Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2*	Certificate of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1*	Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


Exhibit 32.2*	Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Attached hereto.

(1) Filed as Exhibits to the Company’s Registration Statement on Form S-1 filed with the Commission on July 22, 2008, and incorporated herein by reference.

(2) Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q filed with the Commission on December 19, 2008, and incorporated herein by reference.

(3) Filed as an Exhibit to the Company’s Annual Report on Form 10-K filed with the Commission on May 8, 2009, and incorporated herein by reference.

(4) Filed as an Exhibit to the Company’s Current Report on Form 8-K filed with the Commission on October 9, 2009, and incorporated herein by reference.

(5) Filed as an Exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on January 7, 2010, and incorporated herein by reference.

(6) Filed as an Exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on May 7, 2010, and incorporated herein by reference.

(7) Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 14, 2010, and incorporated herein by reference.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATED: June 21, 2010	By: /s/ Robert Bryan Crutchfield
	Robert Bryan Crutchfield
	Chief Executive Officer (Principal Executive Officer), President, Secretary and Director

DATED: June 21, 2010	By: /s/ Charles John Dean
	Charles John Dean
	Vice President, Chief Financial Officer
	(Principal Financial Officer/Principal Accounting Officer) and Treasurer