4Less Group, Inc. - FORM 10-Q - September 23, 2013

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EXCEL - IDEA: XBRL DOCUMENT - 4Less Group, Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - 4Less Group, Inc.	ex31one.htm
EX-32.1 - CERTIFICATION - 4Less Group, Inc.	ex32one.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended July 31, 2012

[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period ___________ to ____________.

Commission File Number 333-152444

MEDCAREERS GROUP, INC.

(Exact name of small business issuer as specified in its charter)

Nevada

7389

26-1580812

(State or jurisdiction of incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification No.)

758 E Bethel School Road, Coppell, Texas 75019

(Address of principal executive offices)

(972) 393-5892

(Issuer's telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes [ ] No [X]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act:

Yes [ ] No [X].

As of September 5, 2013, there were 52,708,863 shares of Common Stock of the issuer outstanding.

TABLE OF CONTENTS


PART I.	FINANCIAL STATEMENTS

ITEM 1.	Financial Statements	3
	Notes to Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk
		17
ITEM 4.	Controls and Procedures


PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	18

ITEM 1A.	Risk Factors	18

ITEM 2.	Unregistered Sales of Securities and Use of Proceeds	18

ITEM 3.	Default Upon Senior Securities	23

ITEM 4.	Mine Safety Disclosures	24

ITEM 5.	Other Information	24

ITEM 6.	Exhibits	24

MEDCAREERS GROUP, INC.

(A Development Stage Company)

Consolidated Balance Sheets

July 31, 2012 and January 31, 2012

(Unaudited)

	As of July 31, 2012			As of January 31, 2012
Assets
Current Assets
Cash and Cash Equivalents	$	3,160		$	912

Property, Plant & Equipment
Equipment		1,799			1,799
Less: Accumulated Amortization		(1,799	)		(1,799	)
Total Fixed Assets		0			0

Other Assets
Deferred Fees (net)		83,139			113,833
Deposits		0			0

Total Assets	$	86,299		$	114,745

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts Payable	$	6,718		$	6,718
Accrued Expenses		22,752			22,471
Due to Related Parties		128,308			74,394
Accrued Interest Payable		69,057			36,045
Current Portion of Long Term Debt		500,000			495,000
Total Current Liabilities		726,835			634,628

Long Term Liabilities
Notes Payable		537,500			520,000
Less: Current Portion		(500,000	)		(495,000	)
Total Long Term Liabilities		37,500			25,000

Total Liabilities		764,335			659,628

Stockholders’ Equity
Preferred Stock, $0.001 par value, 10,000,000 shares, none outstanding
Common Stock, $0.001 par value, 350,000,000 shares,
46,760,000 and 43,315,000 shares issued and outstanding		46,760			43,315

Additional Paid In Capital		3,332,054			2,819,470
Accumulated (Deficit)		(4,056,850	)		(3,407,669	)
Total Stockholders’ Equity (Deficit)		(678,036	)		(544,883	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	86,299		$	114,745

The Accompanying Notes are an Integral Part of these Financial Statements.

MEDCAREERS GROUP, INC.

(A Development Stage Company)

Consolidated Statement of Operations

For the Three and Six Months Ended July 31, 2012 and 2011, and

Cumulative Since Re-Entering the Development Stage January 1, 2009

(Unaudited)

	Three Months Ended						Six Months Ended						Cumulative Since Re-entering the Development Stage, January 1, 2009
	July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011

Revenue	$	3,905		$	5,478		$	5,950		$	16,888		$	26,961
Cost of Sales		10,734			10,394			15,698			25,824			86,998
Gross Profit (Loss)		(6,829	)		(4,916	)		(9,748	)		(8,936	)		(60,037	)

Operating Expenses:
Depreciation and Amortization		186,991			50,378			219,991			100,906			436,185
Selling and Marketing		11,643			2,136			13,417			18,851			57,312
General and Administrative		306,118			13,135			373,200			57,589			2,301,700
Total Operating Expenses		504,752			65,649			606,608			177,346			2,795,197

Net Operating Loss		(511,581	)		(70,565	)		(616,356	)		(186,282	)		(2,855,234	)

Other Income (Expense)
Loss on Sale of Assets		0			0			0			0			(4,087	)
Loss on Recapitalization		0			0			0			0			(223,454	)
Interest Expense		(16,677	)		(12,171	)		(32,826	)		(25,347	)		(301,174	)
Total Other Income (Expense)		(16,677	)		(12,171	)		(32,826	)		(25,347	)		(528,715	)

Net Loss	$	(528,258	)	$	(82,736	)	$	(649,182	)	$	(211,629	)	$	(3,383,949	)

Basic and Diluted Earnings (Loss) per share	$	0.01		$	0.00		$	0.01		$	0.01

Weighted Average Shares Outstanding:
Basic and Diluted		44,388,220			40,840,000			43,877,769			40,838,453

The Accompanying Notes are an Integral Part of these Financial Statements.

MEDCAREERS GROUP, INC.

(A Development Stage Company)

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Six Months Ended July 31, 2012 and

For the Year Ended January 31, 2012

(Unaudited)

						Retained
	Common Stock				Paid-In		Earnings
	Shares		Amount		Capital		(Deficit)			Totals

Balance, January 31, 2011	40,700,000	$	40,700	$	2,668,718	$	(2,908,905	)	$	(199,487	)

Issuance of Common Stock for Services	25,000		25		2,475					2,500
Issuance of Common Stock for Deferred Fees	2,590,000		2,590		140,610					143,200

Stock Option Expense					7,667					7,667

Net (Loss)							(498,763	)		(498,763	)

Balance, January 31, 2012	43,315,000	$	43,315	$	2,819,470	$	(3,407,668	)	$	(544,883	)

Issuance of Common Stock for Cash	1,032,500		1,033		102,218					103,250
Issuance of Common Stock for Services	500,000		500		49,500					50,000
Issuance of Common Stock for Deferred Fees	1,912,278		1,912		187,385					189,297

Stock Option Expense					173,482					173,482

Net (Loss)							(649,182	)		(649,182	)

Stockholders' Equity (Deficit) at July 31, 2012	46,759,778	$	46,760	$	3,332,054	$	(4,056,850	)	$	(678,036	)

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

MEDCAREERS GROUP, INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

For the Six Months Ended July 31, 2012 and 2011, and

Cumulative Since Re-Entering the Development Stage January 1, 2009

(Unaudited)

	Six Months Ended July 31, 2012			Six Months Ended July 31, 2012			Cumulative Since Re-Entering the Development Stage, January 1, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(649,182	)	$	(211,629	)	$	(3,383,949	)
Adjustments to reconcile net deficit to cash used by operating activities:
Depreciation and Amortization of Property and Equipment		0			14,806			25,826
Amortization of Deferred Fees		219,991			86,100			410,358
Common Stock Issued for Services		50,000			0			140,000
Stock Option Expense		173,482			0			1,681,132
Change in Assets and Liabilities:
(Increase) Decrease in Other Current Assets		0			0			60,194
(Increase) Decrease in Other Assets		0			0			0
Increase (Decrease) in Accounts Payable		0			2,289			14,938
Increase (Decrease) in Accrued Expenses		33,293			23,489			82,971
Increase (Decrease) in Due to Related Party		53,914			16,994			128,308
Increase (Decrease) in Other Liabilities		0			0			0
CASH FLOWS USED BY OPERATING ACTIVITIES		(118,502	)		(67,951	)		(840,222	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Disposal of Fixed Assets		0			0			191,026
Purchase of Fixed Assets		0			0			(215,543	)
CASH FLOWS (USED IN) INVESTING ACTIVITIES		0			0			(24,427	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable		17,500			74,000			512,500
Payments on Notes Payable		0			(7,173	)		(35,731	)
Proceeds from Sale of Common Stock		103,250			0			103,250
Debt Assumed on Acquisition		0			0			246,670
Debt Assumed by Buyer on Asset Sale		0			0			(185,939	)
Interest Added to Notes Payable		0			0			209,429
Common Stock Issued on Recapitalization		0			0			16,000
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES		120,750			66,827			866,179
NET DECREASE IN CASH		2,248			(1,124	)		1,530
Cash, beginning of period		912			1,124			1,630
Cash, end of period	$	3,160		$	0		$	3,160
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	0		$	5,167		$	21,693
Taxes paid	$	0		$	0		$	0
Issuance of Common Stock for Services	$	50,000		$	0		$	140,000
Issuance of Common Stock for Debt	$	0		$	0		$	884,741
Issuance of Common Stock for Fees	$	189,297		$	11,200		$	493,497

The Accompanying Notes are an Integral Part of these Financial Statements.

MEDCAREERS GROUP, INC.

(A Development Stage Company)

Notes to Financial Statements

July 31, 2012 and January 31, 2012

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Activities, History and Organization – The Company was formed as RX Scripted, LLC on December 30, 2004 as a North Carolina limited liability company and converted to a Nevada 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”) and change the authorized capital of the Company. On November 5, 2010, the Company issued 24,000,000 shares of its common stock in exchange for 100% of Nurses Lounge, Inc. (“Nurses Lounge”), a Texas corporation. As a result of the share exchange, Nurses Lounge became the wholly owned subsidiary of MedCareers. As a result, the shareholders of Nurses Lounge owned a majority of the voting stock of MedCareers. The transaction was accounted for as a reverse merger whereby Nurses Lounge was considered to be the accounting acquirer as its shareholders retained control of MedCareers after the exchange, although MedCareers is the legal parent company. The share exchange was treated as a recapitalization of MedCareers. As such, Nurses Lounge (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if MedCareers had always been the reporting company and, on the share exchange date, changed its name and reorganized its capital The Company operates a website for nurses, nursing schools and nurses organizations which enables the respective entities to communicate more easily and efficiently with their members.

Significant Accounting Policies:

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements.

The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Basis of Presentation:

The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States.

Principles of Consolidation:

The financial statements include the accounts of MedCareers Group, Inc. as well as Nurses Lounge, Inc. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated.

Reclassifications – Certain prior year amounts have been reclassified to conform with the current year presentation. Specifically, additional paid-in capital has been reclassified to show the effect of a forward 10 for 1 stock split effective January 7, 2010.

Cash and Cash Equivalents:

The Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The carrying amount approximates fair market value.

Fixed Assets:

Fixed assets are carried at cost. Depreciation is provided over each asset’s estimated useful life. Upon retirement and disposal, the asset cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of the net income. Additions and significant improvements are capitalized and depreciated.

Advertising Costs:

The Company incurred no advertising costs for the periods ended July 31, 2012 and 2011.

Income Taxes:

Income from the corporation is taxed at regular corporate rates per the Internal Revenue Code. Although the Company has tax loss carry-forwards (see Note 7), there is uncertainty as to utilization prior to their expiration. Accordingly, the future income tax asset amounts have been fully offset by a valuation allowance.

Use of Estimates:

In order to prepare financial statement in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determines whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based.

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.

Fair Value of Financial Instruments – Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of July 31, 2012 and January 31, 2012. The Company’s financial instruments consist of cash, accounts payable, advances and notes payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

Stock Split - On January 4, 2010, MedCareers approved a 10 for 1 forward stock split on its issued and outstanding shares of common stock to the holders of record as of January 7, 2010. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split retroactively.

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

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 July 31, 2012 and January 31, 2012, MedCareers did not have any outstanding contingently issuable shares.

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. The Company recognizes revenue in accordance with ASC 605-10, "Revenue Recognition in Financial Statements", (formerly Staff Accounting Bulletin No. 104 (“SAB 104”). Revenue is recognized when persuasive evidence of an arrangement exists, delivery or service has occurred, the sales price is fixed or determinable and receipt of payment is probable.

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

Earnings per Common Share:

Earnings (loss) per share are calculated in accordance with ASC 260 “Earnings per Share”. The weighted average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share are computed using the weighted average number of shares and potentially dilutive common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Potentially dilutive common shares consist of stock options and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive.

There were no potentially dilutive common stock equivalents as of January 31, 2012, therefore basic earnings per share equals diluted earnings per share for the year ended January 31, 2012. The Company had 6,127,500 options outstanding at January 31, 2012. As the Company incurred a net loss during the year ended January 31, 2012, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive.

As the Company incurred a net loss during the three six months ended July 31, 2012, the basic and diluted loss per common share is the same amount. As of July 31, 2012, the Company had 6,693,000 stock options outstanding and zero options that could potentially have a dilutive effect on basic earnings per share in the future. As the Company incurred a net loss during the period ended July 31, 2012, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive.

Recently Issued Accounting Pronouncements:

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

NOTE 2 – DEFERRED FEES

Deferred fees represent stock issued as fees to make or extend notes payable. Stock issued was valued at the date of issue and amortized over the term of the loan. Deferred fees at July 31, 2012 and January 31, 2012 were as follows:

		July 31, 2012				January 31, 2012
Deferred Fees – Net		$	83,139			$	113,833

NOTE 3 - DUE TO RELATED PARTIES

As of January 31, 2010, MedCareers Group, Inc. was advanced funds from its current Chief Executive Officer for operations. On November 5, 2010, the date of the merger between the Company and Nurses Lounge, Inc., all balances were cancelled or assumed by the current Chief Executive Officer. The balance of these advanced funds was $115,794 and $74,394 on July 31, 2012 and January 31, 2012 respectively. These advances are due on demand and accrue interest.

NOTE 4 - NOTES PAYABLE

The components of the Company’s debt as of July 31, 2012 and January 31, 2012 were as follows:

	2012			2012
Note Payable - $100,000, 12% interest payable monthly or accrued, due Nov 4, 2011	$	100,000		$	100,000
Note Payable - $50,000, 12% interest payable monthly or accrued, due Nov 14, 2011		0			0
Note Payable - $190,000, 12% interest payable monthly or accrued, due October 29, 2012		252,500			240,000
Note Payable - $25,000, 12% interest payable monthly or accrued, due March 11, 2014		25,000			25,000
Note Payable - $25,000, 12% interest added to note quarterly, due April 30, 2012		25,000			25,000
Note Payable - $16,000, 12% interest added to note quarterly, due January 31, 2014		16,000			16,000
Note Payable - $70,000, 12% interest added to note quarterly, due February 4, 2013		70,000			70,000
Note Payable - $40,000, 12% interest added to note quarterly, due July 28, 2012		40,000			40,000
Note Payable - $4,000, 12% interest added to note quarterly, due April 30, 2012		4,000			4,000
Note Payable - $5,000, 12% interest added to note quarterly, due April 30, 2012		5,000			0
Subtotal		537,500			520,000
Less – currently payable		(500,000	)		(495,000	)
Long-term debt	$	37,500		$	25,000

The Company had accrued $69,057 and $36,046 of interest on the notes at July 31, 2012 and January 31, 2012 respectively.

NOTE 5 - STOCKHOLDERS’ EQUITY

Preferred Stock:

The Company is authorized to issue 10,000,000 shares of Preferred Stock, having a par value of $0.001 per share. There are no preferred shares outstanding at July 31, 2012 and January 31, 2012.

Common Stock:

The Company is authorized to issue 350,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. At July 31, 2012 there were 46,760,000 shares outstanding and 43,315,000 shares outstanding at January 31, 2012. No dividends were paid in the periods ended July 31, 2012 or year ended January 31, 2012.

Options and Warrants:

The Company had the following options or warrants outstanding at July 31, 2012:

Issued To	# Options	Dated	Expire	Strike Price
President and CEO	4,000,000	11/18/2010	11/18/2015	$0.25 per share
Vice President	2,000,000	11/18/2010	11/18/2015	$0.25 per share
Shareholder	127,500	08/28/2011	08/28/2016	$0.10 per share
Shareholder	50,000	04/04/2012	04/04/2013	$0.20 per share

Shareholder	8,000	04/27/2012	04/27/2013	$0.20 per share
Shareholder	127,500	04/29/2012	04/29/2017	$0.10 per share
Shareholder	200,000	05/17/2012	05/17/2013	$0.20 per share
Shareholder	50,000	05/22/2012	05/22/2013	$0.20 per share
Shareholder	80,000	05/21/2012	05/21/2013	$0.20 per share
Shareholder	25,000	07/12/2012	07/12/2013	$0.20 per share
Shareholder	25,000	07/10/2012	07/10/2013	$0.20 per share

NOTE 6 – EMPLOYEE BENEFIT PLANS

At July 31, 2012, there were no qualified or non-qualified employee pension, profit sharing, stock option, or other plans authorized for any class of employees.

NOTE 7 – INCOME TAXES

MedCareers Group, Inc. has incurred losses since inception. Therefore, MedCareers has no federal tax liability. Additionally there are limitations imposed by certain transactions which are deemed to be ownership changes. The net deferred tax asset generated by the loss carryforward has been fully reserved. The cumulative net operating loss carryforward is about $4,056,850 at July 31, 2012 of which $3,112,116 is available for carryforward for federal income tax purposes and will expire in fiscal year 2026 to 2027. Prior to November 5, 2010, there was no income tax carryforward due to the loss being incurred while the Company was taxed as a partnership and the income taxed pro rata to its partners. At July 31, 2012 and January 31, 2012, the deferred tax asset consisted of the following:

	July 31, 2012			January 31, 2012
Deferred tax asset:
Net operating loss	$	1,058,153		$	837,432
Less valuation allowance		(1,058,153	)		(837,432	)
Net deferred tax asset	$	0		$	0

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company may from time to time be involved with various litigation and claims that arise in the normal course of business. As of July 31, 2012, no such matters were outstanding.

NOTE 9 - 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 July 31, 2012 of $4,056,850 and has a working capital deficit at July 31, 2012 of $723,675.

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.

NOTE 10 – RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this quarterly report as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this quarterly report as the Exchange Act. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project” and similar expressions as they relate to us or our management. When we make forward-looking statements, we are basing them on our management’s beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this quarterly report. Factors that can cause or contribute to these differences include those described under the headings “Risk Factors” and “Management Discussion and Analysis and Plan of Operation.”

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this quarterly report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this quarterly report. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in its views or expectations. The Company can give no assurances that such forward-looking statements will prove to be correct.

Company.

MedCareers Group, Inc. (“MedCareers”, the “Company”, “MCGI”, “we” or “us”), the Company described herein, is a Nevada corporation, with offices located at 758 E Bethel School Road, Coppell, Texas 75019. It can be reached by phone at (972) 393-5892.

History.

The Company was formed as RX Scripted, LLC on December 30, 2004 as a North Carolina limited liability company and converted to a Nevada Corporation as RX Scripted, Inc. on December 5, 2007. On December 16, 2009, an amendment was filed with the State of Nevada to among other things, change the name of the company to “MedCareers Group, Inc.” and affect a 10 for 1 forward stock split (which became effective January 7, 2010). Unless otherwise stated or the context suggests otherwise, the number of shares disclosed throughout this report have been retroactively reflected for the stock split.

On or around November 19, 2010, the Company entered into a Share Exchange Agreement (the “Exchange”) with Nurses Lounge, Inc., a Texas corporation (“Nurses Lounge”) and the nine shareholders of Nurses Lounge (the “Nurses Lounge Shareholders”). Pursuant to the Exchange, we agreed to issue 24,000,000 restricted shares of our common stock to the Nurses Lounge Shareholders in exchange for 100% of the issued and outstanding shares of common stock of Nurses Lounge. Pursuant to the Exchange, Nurses Lounge became a wholly-owned subsidiary of the Company.

History and Description of the Operations of Nurses Lounge

At the beginning of 2003 in Dallas, Texas, Timothy Armes (our Chief Executive Officer, sole director and largest shareholder) took over control of the nursing internet portal and nursing job board NursesLounge.com and re-launched the web site shortly thereafter. Mr. Armes also launched a localized direct mail magazine as a companion to the website. Years of managing a portal and publishing a monthly magazine gave Mr. Armes insight to numerous organizations in need of a more efficient way to communicate important information to nursing professionals such as news, meetings and continuing education requirements on a timely basis.

With this understanding, and the development of social media technology, Mr. Armes designed and launched a beta version of a professional network for nurses in the summer of 2009 designed to provide a common platform for nursing organizations such as nursing schools, associations and major nurse employers to connect and communicate more effectively to their nurse constituents and broader nursing profession. Additionally, the network was developed to allow individual nurses the ability to interact with these organizations and other professionals via a professional profile separate from a social profile that they may have on Facebook as example.

Today, Nurses Lounge operates as a free online professional network for nursing professionals, and provides a secure place for nurses to connect with colleagues, network on a professional level and subscribe to professional “Lounges” (groups) to receive email updates of relevant news, events and other info.

Interactive Lounges are created primarily by nursing schools, local chapters of nurse associations and major nurse employers. Additionally, Nurses Lounge also has 73 metro/state lounges which aggregate all of the professional nursing news, events and employment opportunities within that certain geographic region.

As a communication utility, Nurses Lounge solves many of the communication issues these organizations face:

·	Local chapters of nurse associations use Nurses Lounge (opposed to outdated, hard to manage static web sites and email lists) as a more efficient way to communicate with their members as well as for recruiting new members and disseminating news and information to their local nursing profession.

·	Nursing Schools benefit with a group in the Nurses Lounge not only as a means to easily distribute news and info, but also to manage and keep alumni notified of educational opportunities as well as providing a professional networking platform between students, faculty and alumni.

·	Employer’s benefits include managing a positive brand, distribution of news, job postings, managing employee referral programs as well as internal communications for things such as shared governance.

There is no cost to schools, associations or other non-profit organizations to utilize the Nurses Lounge communication and networking capabilities while employers, and other for profit organizations, are charged minimal set-up fees that also may include unlimited job postings for a limited time.

Nurses that register with the Nurses Lounge by creating a professional profile are then able to share their perspectives through their participation in these groups in order to keep current on news, information, meetings and jobs openings as well as to network professionally with like-minded colleagues. Participation and postings by members in Lounges creates new connections and makes it easier for people to find and connect with each other. Finally, by inviting new colleagues and contacts to join them in the Nurses Lounge, members both grow their own network of connections and help to increase membership in Nurses Lounge.

Along with the professional network, Nurses Lounge has a fully functional job board for nursing professionals as well as a nursing faculty job board specialty site for nursing schools looking to hire faculty. This specialty site was launched in June 2012.

The faculty job board was launched in response to the increasing number of schools joining our network and adding their faculty and graduate degree nurses coupled with a growing shortage of nursing faculty.

To date Nurses Lounge, with no dedicated sales force or marketing campaign, has generated small amounts of job posting revenue from these job sites as well as from employers and other for profit organizations paying set-up fees for activating their interactive lounges.

Plans Moving Forward

The Company previously operated as 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. Subsequent to the acquisition of Nurses Lounge, we have focused solely on Nurses Lounge, and have discontinued and spun-off the event planning and consulting operations as of November 30, 2010.

Moving forward in the near term, management intends to concentrate on growing individual nurse membership by adding Nursing Schools, Student Nurse Associations and Professional Nurse Associations to our network.

We expect to do this by introducing these organizations to and educating them on the benefits that our network offers. Specifically in terms of providing them a free, branded turn-key solution for instant communications of news and information to their constituents as well as increased exposure for their organization to the broader nursing profession.

As these organizations join our network they invite their members to join their “interactive lounge”. As an example, the University of Texas at Arlington College of Nursing to date has had over 900 students, alumni and faculty connect with them in the Nurses Lounge via an invitation sent from the Dean of their nursing school as well as Nurses Lounge “NL” icon they have placed on their web site.

We also intend to strengthen our brand and grow membership through increased marketing efforts and expanded and enhanced features and functionalities over time, funding permitting.

Additionally, as membership grows, management will look to diversify the revenue model from primarily job posting revenue. Potential income streams are expected to include targeted banner ads, email sponsorships, Groupon type sales as well as mobile apps.

With funds permitting, to support these revenue streams and grow our network, management will be looking to hire 12-15 “regional publishers” as well as marketing support personnel. These publishers will be responsible for revenue generation and membership growth in their assigned markets.

We are currently considering offerings of securities under private placements, acquisitions (which are directly related to Nurses Lounge), issuing debt instruments, 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). However, we do not currently have any 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 and other third parties.

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.

Moving forward throughout fiscal year 2014, we hope to expand our services into providing Student Nurse Associations (SNAs), a needed professional communication platform that will allow them to help communicate more efficiently with current members while additionally building their organizations membership. Additionally, with our administration and after our SEC reporting obligations are current, we will be positioned to spend the majority of any equity raised to build a national sales team with needed sales and marketing. The Company estimates it needs $750,000 to fully implement its business plan. However, the Company can support its operations for 90 days with its cash on hand.

Recent Activity

From the launch of the Nurses Lounge network in 2009 through the year ending January 31, 2011 Nurses Lounge focused on working with organizations around the Dallas Fort Worth, Texas area. This process and time allowed us to better understand the communication needs and desires of these organizations and provided us the insight on how best to structure the network to meet the communication needs of our target markets across the nation.

During the fiscal year ending January 31, 2012, with 2 full time employees, Nurses Lounge concentrated on building out the network by creating 73 metro lounges representing all the major metro areas and/or states across the U.S. Additionally we created over 500 “interactive lounges” for Bachelor of Science in Nursing (BSN) schools across the nation and positioned ourselves for a national rollout as funds became available.

During the fiscal year that ended January 31, 2013 we began marketing to BSN schools and selected associations across the U.S.

Additionally we launched a “Nursing Faculty” specialty job site in June of 2012. This was done based on the numerous experienced faculty members and educationally qualified nurses (MSN and PhD candidates) that were joining our network as well as the growing demand for nursing faculty across the U.S. Additionally management found very little direct competition in the space.

***

Results for the three and six months ended July 31, 2012

Revenue. Revenue for the three months ended July 31, 2012 and 2011 was $3,905 and $5,478, respectively. The increase is due to revenue from the Company’s operating websites. Revenue for the six months ended July 31, 2012 and 2011 was $5,950 and $16,888, respectively.

Cost of Revenues. Cost of revenues were $10,734 and $10,394 for the three months ended July 31, 2012 and 2011, respectively. Cost of revenues were $15,698 and $25,824 for the six months ended July 31, 2012 and 2011, respectively. The increase in costs was due to the operation of the Company’s websites which started generating revenue.

Operating Expenses. Operating expenses for the three months ended July 31, 2012 and 2011 were $504,752 and $65,649 respectively. The above expenses include depreciation and amortization amounts of $186,991 and $50,378 for the three months ended July 31, 2012 and 2011, respectively and general and administrative expenses of $306,118 and $13,135, respectively. Operating expenses for the six months ended July 31, 2012 and 2011 were $606,608 and $177,346, respectively. The above expenses include depreciation and amortization amounts of $219,991 and $100,906 for the six months ended July 31, 2012 and 2011, respectively and general and administrative expenses of $373,200 and $57,589, respectively.

Other Income (Expense). Other income represents interest paid on loans which was $16,677 and $12,171 for the three months ended July 31, 2012 and 2011, respectively, and $32,826 and $25,347 for the six months ended July 31, 2012 and 2011, respectively.

Net Loss. We had a net loss of $528,258 and $82,736 for the three months ended July 31, 2012 and 2011, respectively and a net loss of $649,182 and $211,629 for the six months ended July 31, 2012 and 2011, respectively.

Liquidity and Capital Resources

As of April 30, 2012, the Company had total current assets of $3,160, and total long-term assets of $83,139 consisting of deferred fees of $83,139 relating to consideration paid for making or extending loans. We had total liabilities of $764,335, including total current liabilities of $726,835, including accounts payable of $6,718, accrued expenses of $22,752, amounts due to related party of $138,308, which amounts were due to Tim Armes and Garrett Armes (the Company’s sole officer and director and the Vice President of Nurses Lounge, respectively) and are due on demand, accrued interest payable of $69,057 and $500,000 of current portion of long-term debt in connection with working capital loans, and long term liabilities consisting of $37,500 of notes payable.

As of July 31, 2012, the Company had negative working capital of $408,971, comprised of current assets of $2,146 and current liabilities of $411,117.

Net cash used in operations for the six months ended July 31, 2012 was $118,502 compared to $67,951 for the six months ended July 31, 2011.

Cash provided by financing activities for the six months ended July 31, 2012 was $120,750 compared to $66,827 for the same period in 2011.

On or around March 2, 2010, we entered into a Letter of Intent to acquire the Uniform Resource Locator (“URL”) www.WorkAbroad.com (“WorkAbroad.com” and the “Purchase”). The purchase price was $225,000 (the “Purchase Price”). On March 8, 2010, the Company paid the required 10% down payment (equal to $22,500) on the purchase price to Steve Elisberg (the “Seller”). The remaining balance due ($202,500) pursuant to the Purchase was payable at a rate of $2,248 per month, beginning in April 2010, 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 parties entered into a definitive Asset Purchase Agreement on August 10, 2010 and a formal closing of the Purchase occurred on August 10, 2010. The Company made the initial payment to the Seller in March 2010 so that it could assume operations of WorkAbroad.com at the time of the parties’ entry into the Letter of Intent rather than waiting for the formal closing.

The repayment of the Loan was secured by a security interest over WorkAbroad.com. Since the closing of the Nurses Lounge acquisition, Timothy Armes, the controlling shareholder of the Company, decided to terminate pursuit of the previously disclosed acquisition opportunities so that the Company could focus on developing Nurses Lounge and businesses that are complementary to Nurses Lounge.

In connection therewith on July 8, 2011, the Company entered into an Asset Purchase Agreement with Fiakow Properties, LLC (“Fiakow”) pursuant to which Fiakow purchased the Company’s entire right and interest in workabroad.com and the August 10, 2010 Asset Purchase Agreement for an aggregate of $1,000, provided that the Seller did not formally release the Company from liability in connection with the August 10, 2010 Asset Purchase Agreement and the Loan, which Loan has been repaid in full as of the date of this filing.

On November 4, 2010, the Company obtained a $100,000 loan from a third party, which was evidenced by a Promissory Note. The note bears interest at the rate of 12% per annum, payable monthly in arrears, and has a maturity date of November 4, 2011. The repayment of the note is secured by a security interest in substantially all of the Company’s assets. In consideration for making the loan, the Company agreed to issue the third party 400,000 shares of restricted common stock. The stock issued had a value of $60,000 on the date of the grant, based on the closing trading price on November 4, 2010. The $60,000 is treated as a discount on the loan. Accordingly, the loan will be reflected as a liability of $40,000 and the $60,000 discount will be reduced pro rata over the term of the loan as additional interest expense on the note and added to the loan balance on a monthly basis.

On February 8, 2011, the Company obtained a $70,000 loan from a third party, which was evidenced by a Promissory Note. The note bears interest at the rate of 12% per annum, payable monthly in arrears, and has a maturity date of February 15, 2012. In consideration for making the loan, the Company agreed to issue the third party 100,000 shares of restricted common stock. The loan will be funded in three installments: $30,000 on or before February 10, 2011; $20,000 on or before February 24, 2011; and $20,000 on or before March 10, 2011. The stock issued had a value of $18,200 on the date of the grant, based on the closing trading price on February 8, 2011. The $18,200 is treated as a deferred fee in conjunction with the loan. Accordingly, the loan will be reflected as a liability and the $18,200 deferred fee will be amortized pro rata over the term of the loan as additional interest expense on the note and added to the loan balance on a monthly basis.

The Company has borrowed funds and/or sold stock for working capital. These transactions are detailed in the section “Recent Sales of Unregistered Securities”.

Currently the Company does not have sufficient cash reserves or revenues to meet its contractual obligations under its outstanding notes payable and to pay its ongoing monthly expenses, which the Company anticipates totaling approximately $250,000 over the next 12 months. The Company has been able to continue operating to date largely from loans made by its shareholders and other debt financings to date. The Company is currently looking at both short-term and more permanent financing opportunities, including debt or equity funding, bridge or short term loans, and/or traditional bank funding, but we have not decided on any specific path moving forward. Until we have raised sufficient funding to pay our ongoing expenses associated with being a public company, and we have sufficient funds to support our planned operations, the Company can provide no assurances that it will be able to meet its short and long term liquidity needs, until necessary financing is secured. The Company has started to generate revenue from the Nurses Lounge business in 2011, which the Company hopes will increase to the point where the Company can finance at least a substantial portion of the Company’s obligations, of which there can be no assurance.

We do not currently have any additional formal commitments or identified sources of additional capital from third parties or from our officers, director or significant 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.

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 Disclosure 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 this Quarterly Report for the quarter ended July 31, 2012 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

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

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended January 31, 2012, filed with the Commission on September 23, 2013, other than as set forth below, and investors are encouraged to review such risk factors below and in the Form 10-K, prior to making an investment in the Company.

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

In February 2011, the Company borrowed $70,000 from a third party and agreed to issue said third party 140,000 restricted shares of common stock in consideration for agreeing to make such loan. This transaction is described in greater detail above.

The Company claims an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions.

In January 2011, in connection with and as a required term and condition of the Exchange, a former Chief Executive Officer, Director and significant shareholder, MaryAnne McAdams and our former significant shareholder, David M. Loev, each agreed to cancel 2,820,000 shares of common stock which they owned (representing an aggregate of 5,640,000 shares of our common stock) upon the consummation of the Exchange.

Recent Sales of Unregistered Securities

The following table describes sales of unregistered securities since the end of our last fiscal year:

	Consideration		Date	# Shares
Balance, Number of shares outstanding, January 31, 2012				43,315,000

Sale of common shares for cash	$0.10 per share	(1)	Various	1,220,000
Sale of common shares for cash	$0.10 per share	(2)	Various	2,000,000
Shares issued for deferred fees	Incentive for new loan	(3)	February 28, 2012	134,500
Shares issued for consulting services	Services @ $0.10/share	(4)	July 2012	500,000
Shares issued for consulting services	Services @ $0.10/share	(5)	August 2012	250,000
Shares issued for deferred fees	Incentive for new loan	(6)	September 30, 2012	1,777,778
Shares issued for deferred fees	Incentive for new loan	(7)	October 2, 2012	478,250
Shares issued for deferred fees	Incentive for new loan	(8)	October 2, 2012	450,000

Balance, Number of shares outstanding, January 31, 2013				50,125,528
Shares issued for consulting services	Services @ $0.10/share	(9)	February 2012	600,000
Shares issued for deferred fees	Incentive for new loan	(10)	July 19, 2013	200,000
Shares issued for deferred fees	Incentive for new loan	(11)	July 31, 2013	166,667
Shares issued for deferred fees	Incentive for new loan	(12)	July 31, 2013	133,334
Shares issued for deferred fees	Incentive for new loan	(13)	July 31, 2013	133,334
Shares issued for deferred fees	Note extension	(14)	July 31, 2013	1,100,000
Shares issued for note conversion	Convert $25,000 note	(15)	Aug 5, 2013	250,000
Balance, Number of shares outstanding, September 5, 2013				52,708,863

In conjunction with the recapitalization with Nurses Lounge, Inc. in November 2010, Archtype Partners agreed to cancel 11,185,000 shares of its common stock. The shares were formally cancelled in November 2012 but by Agreement were cancelled in November 2010. The financial statements reflect the cancellation in November 2010 so the number of shares outstanding is not misleading.

(1) Sale of Common Stock for cash. Between April 4, 2012 and October 1, 2012 the company issued 488,000 units of its securities in a private placement to accredited investors. The price of these Units was $0.25 per unit. Each Unit consists of 2.5 shares of restricted common stock valued at .10 per share and one 1 year warrant. Total shares purchased 1,220,000 and 488,000 warrants. Each Series A Warrant entitles the holder to purchase one share of common stock at an exercise price of $0.20 per share and subject to adjustments due to recapitalization or reclassification of common stock. The Company received proceeds of $122,000.

	Acceptance		New Shares
Investment	Date	Units (.25)	Issued (.10)	Warrants	Warrant#
$12,500	04/03/12	50,000	125,000	50,000	A-10
$2,000	04/26/12	8,000	20,000	8,000	A-20
$50,000	05/16/12	200,000	500,000	200,000	A-30
$12,500	05/21/12	50,000	125,000	50,000	A-40
$20,000	05/20/12	80,000	200,000	80,000	A-50
$6,250	07/11/12	25,000	62,500	25,000	A-60
$12,500	08/08/12	50,000	125,000	50,000	A-70
$6,250	09/30/12	25,000	62,500	25,000	A-80
$122,000		488,000	1,220,000	488,000
		Exercise Price		$0.20
		Potential Proceeds		97,600

(2) Sale of Common Stock for cash. On January 9, 2013 the company issued 2,000,000 units of its securities in a private placement to an accredited investor. The price of these Units was $0.10 per unit. Each Unit consists of 1 share of restricted common stock valued at $0.10 per share for a total of 2,000,000 shares and one 5 year Warrant. Each Series B Warrant entitles the holder to purchase one share of common stock at an exercise price of $0.12 per share and subject to adjustments due to recapitalization or reclassification of common stock. The Company received proceeds of $200,000.

	Acceptance		New Shares
Investment	Date	Units (.25)	Issued (.10)	Warrants	Warrant#
$200,000	01/09/13	2,000,000	2,000,000	2,000,000	B-100
		Exercise Price		$0.12
		Potential Proceeds		240,000

(3) 134,500 total shares issued on January 30, 2012, in consideration for lending the Company $12,500, note dated May 8, 2012. The note bears interest at 12%, with the Company paying the Holder interest only commencing on December 1, 2011 and continuing on the first day (1st) day of each month thereafter through and including November 1, 2011, the Maturity Date, which final payment shall include all principal and accrued interest. The value of these shares were determined on the day of agreement and booked in the financial statement as Deferred Fees and amortized over the life of the loan.

Additionally, the Holder received 72,000 restricted shares of common stock as a 1st quarter interest payment of $7,200 on his 190,000, 12% note renewed in November 2011 and 50,000, 12% note originated in December 2011.

(4) 500,000 shares issued July 2012, The Company entered into a contract for services with Caro Consulting in July 2012. Based on the agreement, CARO Consulting was issued 500,000 shares of restricted common stock. Consultant paid $200.00 for shares. Another 500,000 shares (second Tranche) of stock was to be delivered to consultant as part of contract in September 2012, however it was mutually agreed that the contract would be put on hold and then revisited about moving forward with consulting services until the time that MCGI SEC filings are current.

(5) 250,000 total shares issued in August 2012 when the Company entered into a contract for services with Wennerholm in April, 2012. Based on the agreement, if satisfactory work was delivered through August 1, 2012 as defined by Company, Wennerholm would be eligible to receive a bonus payment of 250,000 shares of Company's restricted common stock. As result of satisfactory performance from April through August, Wennerholm was issued 250,000 shares of Company's restricted common stock valued at $0.10 per share.

(6) 1,777,778 shares issued in September, 2012. On October 28th, 2011, Optimus MCGI Holdings, LLC made the company a short-term (6-month) $40,000 loan at an annual Interest rate of 20%. In consideration for lending the Company $40,000, the Company granted Optimus Holdings MCGI, LLC an option to buy 1,777,778 share of the Company's restricted common stock at $0.045 per share. At the end of the first Term Interest was paid and the note was extended an additional 3 months. As an incentive to extend the note the option was canceled and shares totaling 1,777,778 was granted to Optimus. At the end of the 3 month extension Optimus was issued 1,777,778 restricted shares and it was agreed that interest would accrue until such time the Company had the ability to make timely interest and principle payments in order to extinguish the obligation.

(7) 478,250 shares issued on October 2, 2012 in consideration for lending the Company $95,650 to be funded over 12 months at $7,500 per month after initial payment of $5,650. The note was dated September, 2012, and it was agreed the Holder would receive a total of 957,000 of restricted common stock as an incentive to make the loan. 478,500 shares were issued as agreed after the first payment was received with the additional 478,500 shares to be issued in September 2013 after funding the entire note. The note bears interest at 12%, with the Company paying the Holder interest only on the first day (1st) day of each month thereafter through and including January 31, 2014, the Maturity Date, which final payment shall include all principal and accrued interest. The value of these shares were determined on the day of agreement and booked in the financial statement as Deferred Fees and amortized over the life of the loan.

(8) 450,000 shares issued on October 2, 2012 in consideration for lending the Company $45,000, in a note dated October, 2012. The note bears interest at 12%, with the Company paying the Holder interest only on the first day (1st) day of each month thereafter through and including November 1, 2011, the Maturity Date, which final payment shall include all principal and accrued interest. The value of these shares was determined on the day of agreement and booked in the financial statements as Deferred Fees and amortized over the life of the loan.

(9) 600,000 Shares Restricted common stock issued as compensation for engagement term for one year of Consultant's (Inspire Value) services valued at $5,000 per month or $60,000 total. The stock was issued with an agreed upon value of $0.10 per share. The value of these shares were determined on the day of agreement and booked in the financial statements as Deferred Fees and amortized over the life of the loan.

(10) 200,000 total shares issued on July 19, 2013 in consideration for lending the Company $30,000, note dated July 19, 2013, 12% annual interest rate, due October 31, 2013, Jamie Bernard was issued a total of 200,000 shares of restricted common stock. Additionally, the note is convertible at $0.10 per share. The value of these shares were determined on the day of agreement and booked in the financial statements as Deferred Fees and amortized over the life of the loan.

(11) 166,667 shares were issued on July 31, 2013 in consideration for lending the Company $25,000, note dated July 31, 2013, 12% annual interest rate, due October 31, 2013. Additionally, the note is convertible at $0.10 per share. The value of these shares was determined on the day of agreement and booked in the financial statements as Deferred Fees and amortized over the life of the loan.

(12) 133,334 shares were issued on July 31, 2013 in consideration for lending the Company $20,000, note dated July 31, 2013, 12% annual interest rate, due October 31, 2013. Additionally, the note is convertible at $0.10 per share. The value of these shares was determined on the day of agreement and booked in the financial statements as Deferred Fees and amortized over the life of the loan.

(13) 133,334 total shares issued July 31, 2013, in consideration for lending the Company $20,000, note dated July 31, 2013, 12% annual interest rate, due October 31, 2013 - the note was converted on August 5, 2013. Additionally, the note is convertible at $0.10 per share. The value of these shares was determined on the day of agreement and booked in the financial statement as Deferred Fees and amortized over the life of the loan.

(14) 1,100,000 shares issued on July 31, 2013 in consideration for extending his original note a second time with his original note dated November 4, 2010 and due November 4, 2011 and then renewed and due November 4, 2012 and additionally renewed a second time and due November 4, 2013 in the amount of $100,000 for an additional year. The value of these shares was determined on the day of agreement and booked in the financial statements as Deferred Fees and amortized over the life of the loan.

(15) Conversion of Note dated July 31, 2013 that had a conversion feature at $.10 per share. These shares were issued for the conversion of a $20,000 note.

Options and Warrants

Three options for 127,500 shares of restricted common stock at an exercise price of $0.10 per share and for a term of 5 years were awarded Geneva7, LLC in consideration for loaning the Company $25,000 and renewing the note two additional times. Geneva7, LLC originally loaned the Company $25,000 at 12% interest on August 29, 2011 and was awarded an option to purchase 127,500 shares of restricted common stock at an exercise price of $0.10. The term of the option is 5 years. The loan matured on April 30th 2012 and Geneva 7 agreed to renew the loan and accrue interest thru July 31, 2013 and additionally renewed the loan thru October 31, 2103 when it matured on July 31, 2013. With each additional renewal Geneva7 received an additional option to purchase 127,500 shares of restricted common stock at an exercise price of $0.10 per share and for a term of 5 years.

Warrant to purchase 1,000,000 shares. The Company entered into a contract for services with Horse and Hammerhead Marketing Solutions, LLC, a management consulting firm. Based on the agreement, the consultant was issued a warrant for 1,000,000 shares of MCGI’s restricted common stock at an exercise price of $0.12 per/share with a 4-year term.

Warrant to purchase 100,000 shares. The Company entered into a contract for services with EBCO, LLC. Based on the agreement, in consideration for extending their $16,000 loan, they were issued a warrant for 100,000 shares of MCGI’s restricted common stock at an exercise price of $0.10 per/share, expiring March 29, 2016.

Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

See the Exhibit Index immediately following the signature page of this Report on Form 10-Q.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

MedCareers Group, Inc.

By: /s/ Timothy Armes

Timothy Armes

Chairman (Director), Chief Executive Officer, President, Secretary and Treasurer

(Principal Executive Officer and Principal Financial/Accounting Officer)

Date: September 23, 2013

EXHIBIT INDEX

Exhibit Number	Description of Exhibit

3.1(1)	Articles of Incorporation

3.2(5)	Certificate of Amendment to Articles of Incorporation

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

3.2(1)	Bylaws

10.1(1)	Revolving Credit Promissory Note with Kevin McAdams (December 12, 2007)

10.2(1)	Convertible Promissory Note with David M. Loev (March 11, 2008)

10.3(2)	Amended Convertible Promissory Note with David M. Loev

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

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

10.6(4)	Stock Purchase Agreement

10.7(4)	Voting Agreement

10.8(4)	Debt Extinguishment Agreement (Kevin McAdams)

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

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

10.11(7)	Promissory Note

10.12(8)	Asset Purchase Agreement Relating to the Purchase of WorkAbroad.com

10.13(8)	WorkAbroad.com Development Proposal

10.14(9)	Share Exchange Agreement with Nurses Lounge and the Shareholders of Nurses Lounge

10.15(9)	Cancellation of Shares Agreements

10.16(9)	Voting Agreement

10.17(9)	Employment Agreement with Timothy Armes (Nurses Lounge)

10.18(9)	Option Agreement with Garret Armes

10.19(9)	Option Agreement with Timothy Armes

10.20(9)	Spin-Off Agreement

10.21(9)	$190,000 Promissory Note

10.22(9)	$100,000 Promissory Note

10.23(10)	$50,000 Promissory Note

10.24(13)	Asset Purchase Agreement workabroad.com (July 8, 2011)

10.25(13)	Employment Agreement (Timothy Armes)( November 18, 2010)

10.26(13)	Employment Agreement (Garret Armes)(November 18, 2010)

10.27(13)	Common Stock Purchase Option (Timothy Armes)(November 18, 2010)(4,000,000 shares)

10.28(13)	Common Stock Purchase Option (Garret Armes)(November 18, 2010)(2,000,000 shares)

16.1(11)	Letter from GBH CPAs, PC dated March 29, 2013

31.1*	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1(8)	Financial Statements of WorkAbroad.com

99.2(8)	Pro Forma Financial Information of WorkAbroad.com

99.3(12)	Audited Balance Sheets of Nurses Lounge as of October 31, 2010 and December 31, 2009; Audited Statement of Operations of Nurses Lounge for the ten months ended October 31, 2010, year ended December 31, 2009 and cumulative period since re-entering the development stage on January 1, 2009; Audited Statement of Partners’ Capital of Nurses Lounge for the year ended December 31, 2009 and ten months ended October 31, 2010; and Audited Statements of Cash Flows of Nurses Lounge for the ten months ended October 31, 2010, year ended December 31, 2009 and cumulative period since re-entering the development stage on January 1, 2009, and the notes thereto

99.4(12)	Unaudited Pro Forma Condensed Statement of Operations for the nine months ended October 31, 2010 and Unaudited Pro Forma Condensed Balance Sheet as of October 31, 2010, and the notes thereto

101.INS+	XBRL Instance Document

101.SCH+	XBRL Taxonomy Extension Schema Document

101.CAL+	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB+	XBRL Taxonomy Extension Label Linkbase Document

101.PRE+	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith.

(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.

(8) Filed as an Exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on August 11, 2010, and incorporated herein by reference.

(9) Filed as an Exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on December 2, 2010, and incorporated herein by reference.

(10) Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on March 11, 2011, and incorporated herein by reference.

(11) Filed as an Exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on March 29, 2011, and incorporated herein by reference.

(12) Filed as an Exhibit to the Company’s Current Report on Form 8-K/A, filed with the Commission on August 16, 2013, and incorporated herein by reference.

(13) Filed as an Exhibit to the Company’s Annual Report on Form 10-K, filed with the Commission on September 3, 2013, and incorporated herein by reference.

+XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

4Less Group, Inc. - FORM 10-Q - September 23, 2013

Attached files

4Less Group, Inc. Reports