Attached files
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EX-3.2 - 4Less Group, Inc. | ex3-2.htm |
EX-3.1 - 4Less Group, Inc. | ex3-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report: January 7, 2010
Date of
Earliest Event Reported: December 16, 2009
MEDCAREERS
GROUP, INC.
(Exact
name of registrant as specified in its charter)
RX
SCRIPTED, INC.
(Former
name of registrant as specified in its charter)
Nevada
|
333-152444
|
26-1580812
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
1100
Hammond Drive Suite 410-A303
Atlanta,
GA 30328
(Address
of principal executive offices)(Zip Code)
201
Creekvista Drive
Holly Springs, North
Carolina 27540
(Address
of former principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (888)
561-2780
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[__]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
[__]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[__]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
[__]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On or
around December 16, 2009, Robert Bryan Crutchfield, the sole Director of
MedCareers Group, Inc., formerly RX Scripted, Inc. (the “Company,” “we,” and “us”) and Mr.
Crutchfield as the Chief Executive Officer and beneficial owner of Archetype
Partners LLC (“Archetype”), our
majority shareholder (holding 2,386,000 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 has 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 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.
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.
ITEM
8.01 OTHER EVENTS
In
January 2009, Robert Bryan Crutchfield, the sole Director and beneficial owner
(through his control of Archetype) of the Company gifted an aggregate of
4,000,000 shares of the Company’s post-Stock Split (400,000 pre-Stock Split)
shares of common stock which Archetype held to nine individuals. As a
result of the gifting, Archetype is currently the beneficial owner of 19,360,000
shares of post-Stock Split shares of common stock (1,936,000 pre-Stock Split
shares), representing 60.5% of the Company’s outstanding shares of common
stock. After the gifts, Mr. Crutchfield still has in excess of 79% of
the voting control of the Company when including voting agreements currently in
place and previously disclosed.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO.
|
DESCRIPTION
|
3.1*
|
Certificate
of Amendment to Articles of Incorporation
|
3.2*
|
Certificate
of Correction to Certificate of Amendment to Articles of
Incorporation
|
* Filed
herewith.
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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, hereunto
duly authorized.
RX SCRIPTED,
INC.
|
|
Date:
January 7, 2010
|
By: /s/ Robert Bryan
Crutchfield
|
Robert
Bryan Crutchfield
|
|
Chief
Executive Officer
|
-3-