Attached files
| file | filename |
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| EX-16.1 - MediStaff CORP | v197090_ex16-1.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 (Date of earliest event reported): September 17, 2010
MEDISTAFF
CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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333-15197
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80-0159248
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||
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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1780
West 9000 South, Suite 218
West
Jordan, UT
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84088-6501
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (801) 230-4761
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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01 Changes in Registrant’s Certifying Accountant.
On
September 17, 2010, MediStaff Corporation, a Nevada corporation (the “Company”),
dismissed Child, Van Wagoner & Bradshaw, PLLC (“CVB”) as its principal
independent registered public accountant and engaged Goldman Kurland and
Mohidin, LLP (“GKM”) as its new principal independent registered public
accounting firm. This decision was approved by the Board of Directors of the
Company. CVB audited the Company’s financial statements from March 13, 2008
(inception), through March 31, 2010.
During
the Company’s two most recent fiscal years and the subsequent interim period
ended September 17, 2010, there have been no disagreements or reportable events
with CVB on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of CVB, would have caused them to
make reference thereto in their reports on the financial statements for such
year. CVB’s report on the Company’s financial statements for the Company’s most
recent fiscal year did not contain an adverse opinion or disclaimer of opinion,
and was not modified as to uncertainty, audit scope, or accounting principles,
except that CVB’s report on the financial statements of the Company as of and
for the year ended March 31, 2010, contained a separate paragraph
stating:
“The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company has cash flow constraints, and accumulated deficit, and
has not engaged in any operations. These factors, among others, raise
substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note 5. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.”
During
the Company’s two most recent fiscal years and the subsequent interim period
ended September 17, 2010, CVB did not advise the Company of any of the matters
identified in Item 304(a)(1)(v)(A)-(D) of Regulation S-K.
During
the Company’s two most recent fiscal years and the subsequent interim period
ended September 17, 2010, the Company has not consulted with GKM regarding any
matters or reportable events described in Items 304 (a)(2)(i) and (ii) of
Regulation S-K.
The
Registrant has provided to CVB a copy of the disclosures made in this Current
Report on Form 8-K and has requested that CVB furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with
the above statements. A copy of CVB’s letter dated September 21, 2010, is
attached hereto as Exhibit 16.1.
Item
5.01 Changes in Control of Registrant.
Effective
on September 17, 2010, our previous President, Chief Executive Officer, Chief
Financial Officer, Treasurer and director of the Company, Mr. Dale Byers
(“Seller”), entered into an agreement for the sale and purchase of securities of
the Company (the “Agreement”) with Mr. John Wang (“Purchaser”). In accordance
with the terms and provisions of the Agreement, Seller sold 5,000,000 shares of
common stock of the Company, par value $.001 per share (the “Common Stock”),
held of record, representing approximately 92.1% of the issued and outstanding
Common Stock of the Company, to Purchaser in a private transaction intended to
be exempt from registration under the Securities Act of 1933, as amended, for
$40,000. The shares of Common Stock are restricted securities. The source of
funds used by Purchaser was personal funds.
After
giving effect to the Agreement, there has been a change in control of the
Company. As of the date of this Current Report, there are 5,429,016 shares of
Common Stock issued and outstanding. The acquisition by Purchaser of the
5,000,000 shares of Common Stock represents an equity interest of approximately
92.1% in the Company. Other than as disclosed above, there are no arrangements
or understandings between Seller and Purchaser and their respective agents and
associates with respect to the election of directors or other matters. The
Company is not aware of any arrangements other than as disclosed above that
could result in a change in control of the Company.
The
information required by Item 5.01(a)(8) was previously reported by the Company
in its Annual Report on Form 10-K for the period ended March 31, 2010, as filed
with the Commission on June 25, 2010.
2
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
on September 17, 2010, the Board of Directors of the Company (the “Board”)
appointed Mr. John Wang as a director of the Company and accepted the
resignations of Mr. Dale Byers as President, Chief Executive Officer, Chief
Financial Officer, Treasurer and director of the Company and Ms. Marli das
Mercês Ferreira Lima as Secretary of the Company. Mr. Miller and Ms. Lima
resigned in order to pursue other interests and did not indicate that their
resignations were a result of any disagreement with the Company on any matter
relating to the Company’s operations, policies or practices. The Board appointed
Mr. John Wang as the President, Chief Executive Officer, Chief Financial
Officer, Treasurer and Secretary of the Company.
There are
no arrangements, understandings or family relationships between Mr. Wang and any
other persons pursuant to which Mr. Wang was elected as director or
selected as an officer, nor are there any transactions between Mr. Wang and the
Company in which he has a direct or indirect material interest that the Company
is required to report pursuant to the rules and regulations of the
Commission.
As a
result of these changes, the Company’s Board and executive officer positions are
as follows:
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Name
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Age
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Title
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John
Wang
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34
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President,
Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and
sole Director
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Biography
Mr. John
Wang is an independent investment consultant experienced at advising start-up
companies with implementing business plans and raising capital. From 2004 to
2005, Mr. Wang was an investment associate for Xian Zhongmao Real Estate Ltd.
From 2001 to 2003, Mr. Wang provided strategic corporate advisory services and
managed capital financing as an investment associate for Yanzhao Investment
Management Ltd. Mr. Wang received his MBA from Xi’an Jiaotong University in 2004
and bachelor’s in English from Shaanxi University of Science & Technology in
1998.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
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Description
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Exhibit
16.1
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Letter
of Child, Van Wagoner & Bradshaw, PLLC, dated September 21,
2010
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3
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.
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MEDISTAFF
CORPORATION
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|||||
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Date:
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September
21, 2010
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By:
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/s/
John Wang
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Name:
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John
Wang
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||||
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Title:
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President,
Chief Executive Officer, Chief Financial Officer, Treasurer and
Secretary
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