4Less Group, Inc. - FORM 10-Q

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EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - 4Less Group, Inc.	ex32one.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - 4Less Group, Inc.	ex31one.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 April 30, 2015

[ ] 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 [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 [X] No [ ].

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 June 20, 2015 there were 261,220,659 shares of Common Stock of the issuer outstanding.

TABLE OF CONTENTS


PART I.	FINANCIAL STATEMENTS	3

ITEM 1.	Unaudited Financial Statements	3
	Notes to Unaudited Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk	18

ITEM 4.	Controls and Procedures	18


PART II.	OTHER INFORMATION	18

ITEM 1.	Legal Proceedings	18

ITEM 1A.	Risk Factors	19

ITEM 2.	Unregistered Sales of Securities and Use of Proceeds	19

ITEM 3.	Default Upon Senior Securities	26

ITEM 4.	Mine Safety Disclosures	26

ITEM 5.	Other Information	27

ITEM 6.	Exhibits	27

MEDCAREERS GROUP, INC.

Unaudited Consolidated Balance Sheets

April 30, 2015 and January 31, 2015

	April 30, 2015			Jan 31, 2015
Assets
Current Assets
Cash and Cash Equivalents	$	4,559		$	49,881
Accounts Receivable		5,000			—
Total Current Assets		9,559			49,881


Total Assets	$	9,559		$	49,881

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts Payable	$	31,882		$	26,754
Accrued Expenses		25,712			16,897
Accrued Interest Payable		230,311			216,994
Deferred Revenue		8,000			11,000
Derivative Liabilities		351,014			363,523
Short Term Debt		25,000			25,000
Convertible Short Term Debt, net of Debt Discount of $105,291 and $92,980		933,822			896,419
Convertible Short Term Debt – Related Party, net of Debt Discount of $3,600 and $21,174		43,389			65,826
Total Current Liabilities		1,649,130			1,622,413


Total Liabilities		1,649,130			1,622,413

Stockholders’ Equity
Preferred Stock, $0.001 par value, 10,000,000 shares, none outstanding
Common Stock, $0.001 par value, 850,000,000 shares,
259,079,091 and 95,683,914 shares issued and outstanding		259,079			95,684

Additional Paid In Capital		5,241,909			5,055,144
Accumulated Deficit		(7,140,559	)		(6,723,360	)
Total Stockholders’ Deficit		(1,639,571	)		(1,572,532	)

Total Liabilities and Stockholders’ Equity	$	9,559		$	49,881

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

MEDCAREERS GROUP, INC.

Unaudited Consolidated Statement of Operations

For the Three Months Ended April 30, 2015 and 2014

	2015			2014
Revenue	$	22,435		$	5,441
Cost of Revenues		2,345			6,979
Gross Margin		20,090			(1,538	)

Operating Expenses:
Selling and Advertising Expenses		37,322			38,840
General and Administrative		72,036			56,514
Total Operating Expenses		109,358			95,354

Net Operating Loss		(89,268	)		(96,892	)
Other Expense
Loss on Derivatives		(191,846	)		—
Loss on Debt Extinguishment		(45,359	)		—
Interest Expense		(90,726	)		(20,748	)
Total Other (Expense)		(327,931	)		(20,748	)

Net Loss		(417,199	)	$	(117,640	)

Weighted Average Shares Outstanding		153,703,437			65,715,368
Income (Loss) for Common Shareholders	$	(0.003	)	$	(0.022	)

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

MEDCAREERS GROUP, INC.

Unaudited Consolidated Statement of Changes in Stockholders’ Deficit

For the Year Ended January 31, 2014 and

For the Three Months Ended April 30, 2015


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

Stockholders' Deficit at January 31, 2014	65,715,368	$	65,715	$	4,817,179		$	(5,981,236	)	$	(1,098,342	)

Conversion of Accrued Expenses to Common Stock	6,721,875		6,722		321,386						328,108
Conversion of Notes Payable to Common Stock	23,246,671		23,247		59,207						82,454
Stock Option Expense					35,000						35,000
Derivative Liabilities					(352,840	)					(352,840	)
APIC Write-off Due to Debt Conversion					175,212						175,212

Net Loss								(742,124	)		(742,124	)

Stockholders' Deficit at January 31, 2015	95,683,914	$	95,684	$	5,055,144		$	(6,723,360	)	$	(1,572,532	)

Conversion of:
Notes Payable to Common Stock	84,016,022		84,016		(33,248	)					50,768
Notes Payable to Common Stock –Related Party	79,379,155		79,379		(38,521	)					40,858
Derivative Liabilities					—						—
APIC Write-off Due to Debt Conversion					258,534						258,534
Net Loss								(417,199	)		(417,199	)

Stockholders' Deficit at April 30, 2015	259,079,091	$	259,079	$	5,241,909		$	(7,140,559	)	$	(1,639,571	)

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

MEDCAREERS GROUP, INC.

Unaudited Consolidated Statement of Cash Flows

For the Three Months Ended April 30, 2015 and 2014

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(417,199	)	$	(117,640	)
Adjustments to reconcile net loss to cash used by operating activities:
Issuance of Common Stock for Services		—			—
Stock Option Expense		—			—
Loss (Gain) on change of derivative Liabilities		191,846			—
Loss (Gain) of Debt Extinguishment		45,359			—
Amortization of Debt Discount		59,441			—
Change in Operating Assets and Liabilities:
(Increase) in Accounts Receivable		(5,000	)		—
(Decrease) Increase in Accounts Payable		5,128			(5,413	)
Increase in Accrued Expenses – Related Party		—			—
Increase in Interest Payable		28,787			(41,251	)
Increase in Deferred Revenue		(3,000	)		—
Increase in Accrued Expenses		8,816			560
CASH FLOWS (USED IN) OPERATING ACTIVITIES		(85,822	)		(163,744	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable		65,500			157,500
Payments on Notes Payable		(25,000	)		—
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		40,500			157,500

NET INCREASE (DECREASE) IN CASH		(45,322	)		(6,244	)

CASH AT BEGINNING OF PERIOD		49,881			7,299

CASH AT END OF PERIOD	$	4,559		$	1,055

Cash Paid for Interest	$	12,721		$	2,000
Income Taxes	$	—		$	—

Supplemental disclosure of non-cash transactions:
Discount Related to Convertible Debt	$	54,179		$	—
Issuance of Common Shares for Debt conversion	$	91,626		$	—
APIC write off due to debt conversion	$	258,534		$	—
Debt extinguished by issuing new debt	$	97,920

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

MEDCAREERS GROUP, INC.

Notes to Unaudited Financial Statements

For the three months ended

April 30, 2015

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Activities, History and Organization – MedCareers Group, Inc.'s focus is to develop and build value through its wholly-owned development stage subsidiary Nurses Lounge, Inc., an online professional network and communication resource for nurses and stakeholder organizations such as nursing schools, associations and employers. By consolidating the profession onto one simple to use network, Nurses Lounge provides the tools and resources that allows organizations a more effective way to communicate to directly to their nurse constituents and the broader nursing profession.

Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the financial statements of the Company and its subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The financial statements have been prepared in accordance with U.S. GAAP applicable to interim financial information and the requirements of Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These interim financial statements should be read in conjunction with the audited financial statements for the years ended January 31, 2015 and 2014, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computation as the audited financial statements for the years ended January 31, 2015 and 2014. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.

Use of Estimates:

In order to prepare financial statements 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 determine 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.

Recently Issued Accounting Pronouncements:

On June 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ deficit. The Company early adopted this standard for the period covered by the report herein.

NOTE 2 - NOTES PAYABLE

The components of the Company’s debt as of April 30, 2015 and January 31, 2015 were as follows:

	April 2015		Jan 2015
Non Convertible Debt
Note Payable - $25,000, 12% interest added to note quarterly, due April 30, 2013	25,000		25,000
Convertible Debt
Note Payable - $100,000, 12% interest payable monthly or accrued, due Nov 4, 2013	$ 100,000		$ 100,000
Note Payable - $16,000, 12% interest added to note quarterly, due January 31, 2014	16,000		16,000
Note Payable - $45,000, 12% interest added to note quarterly, due Nov 5, 2013	45,000		45,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013	5,000		5,000
Note Payable - $40,000, 12% interest added to note quarterly, due April 28, 2013	20,000		20,000
Note Payable - $490,150, 12% interest payable monthly or accrued, due Oct 29, 2013	512,650		490,150
Note Payable - $4,000, 12% interest added to note quarterly, due April 30, 2013	4,000		4,000
Note Payable - $50,000, 8% interest payable accrued until maturity, due Jan 27, 2016	50,000		50,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013	30,000		30,000
Note Payable - $42,500, 8% interest payable accrued until maturity, due Nov 20, 2014	0		42,500
Note Payable - $32,500, 8% interest payable accrued until maturity, due Jan 22, 2015	0		22,920
Note Payable - $32,500, 8% interest payable accrued until maturity, due June 2, 2015	0		32,500
Note Payable - $33,000, 8% interest payable accrued until maturity, due Nov 23, 2014	0		8,703
Note Payable - $32,000, 8% interest payable accrued until maturity, due Nov 1, 2014	11,517		25,126
Note Payable - $75,000, 8% interest payable accrued until maturity, due July 1, 2015	37,500		72,500
Note Payable - $25,000, 8% interest payable accrued to maturity, due Sept 24, 2016	9,446		25,000
Note Payable - $25,000, 8% interest payable accrued to maturity, due Feb 17, 2016	155,000		0
Note Payable - $25,000, 8% interest payable accrued to maturity, due March 19, 2016	13,000		0
Note Payable - $25,000, 8% interest payable accrued to maturity, due Sept 19, 2016	30,000		0
Debt Discount	(105,291)		(92,980)
Subtotal – Convertible Debt	933,822		921,419

Related Party Debt
Note Payable - $19,500, 8% interest payable accrued to maturity, due Jan 2, 2015	0		19,500
Note Payable - $5,500, 8% interest payable accrued until maturity, due July 8, 2015	0		5,500
Note Payable - $4,500, 8% interest payable accrued to maturity, due May 5, 2015	0		4,500
Note Payable - $24,297, 8% interest payable accrued to maturity, due May 14, 2015	12,786		23,297
Note Payable - $7,703, 8% interest payable accrued to maturity, due May 19, 2015	7,703		7,703
Note Payable - $26,500, 8% interest payable accrued to maturity, due June 12, 2015	26,500		26,500
Debt Discount – Related Party	(3,600)		(21,174)
Subtotal – Related Party Debt	43,389		65,826
Total	$	1,002,211	$	987,245

The Company had accrued interest payable of $230,311 and $216,994 on the notes at April 30, 2015 and January 31, 2015, respectively.

The Company has entered in to various promissory notes with lenders during the periods ended April 30, 2015 and January 31, 2015 bearing interest at between 8% and 12% rate per annum, unsecured, payable on demand and convertible into the Company’s common stock. The conversion price ranges from 52% to 50% of the average of the three lowest closing bid prices of the common stock during the 10 or 25 trading days prior to conversion.

The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The instrument is measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the embedded conversion option resulted in a full discount of $183,323 to the note on the debt modification date. The discount will be amortized over the term of the note to interest expense.

During the period ended April 30, 2015, the Company converted a total of $91,626, including $90,000 principal and $1,626 accrued interest, of the convertible notes into 163,395,177 common shares. As of April 30, 2015, $132,118 of the discount had been amortized to interest expense.

A summary of the debt in total is as follows:

	April 30, 2015		January 31, 2015
Convertible debt – fixed conversion rate	$	748,853	$	748,853
Convertible debt – variable conversion rates, net of debt discount		164,969		127,566
Convertible debt – variable conversion rates, Related Party, net of debt discount		43,389		65,826
Non-Convertible debt		45,000		45,000
Net	$	1,002,211		987,245

The Company has $748,853 and $748,853 of debt that is convertible at ranges from $0.06 to $1.00 per share and accrues interest between 8% and 12% at April 30, 2015 and January 31, 2015, respectively.

The Company has $45,000 and $45,000of debt, which has no conversion feature at April 30, 2015 and January 31, 2015, respectively

The Company has $164,969 and $127,566 of debt with variable conversion price ranges from 58% to 50% of the average of the three lowest closing bid prices of the common stock during the 10 or 25 trading days prior to conversion as of April 30, 2015 and January 31, 2015, respectively.

The company has $43,389 and $65,826 of related party convertible debt at April 30, 2015 and January 31, 2015, respectively.

NOTE 3 - STOCKHOLDERS’ DEFICIT

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 January 31, 2015 and 2014.

Common Stock:

The Company is authorized to issue 850,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. At April 30, 2015 and January 31, 2015, there were 259,079,091 and 95,683,914 shares outstanding, respectively. No dividends were paid in the years ended January 31, 2015 or 2014.

The Company issued the following shares of common stock in the period ended April 30, 2015:

Conversion of Notes Payable to Common Stock

163,395,177

Options and Warrants:

The Company recorded option and warrant expense of $0 and $35,000 in the period ended April 30, 2015 and the year ended January 31, 2015, respectively.

The Company had the following options or warrants outstanding at April 30, 2015:

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

2,000,000

09/23/2013

11/18/2015

$0.25 per share

Shareholder

127,500

08/28/2011

08/28/2016

$0.10 per share

Shareholder

127,500

04/29/2012

04/29/2017

$0.10 per share

Shareholder

100,000

03/29/2013

03/29/2016

$0.10 per share

Shareholder

127,500

07/31/2013

07/31/2017

$0.10 per share

Shareholder

1,000,000

08/31/2012

08/31/2016

$0.12 per share

Shareholder

2,000,000

01/18/2013

01/18/2018

$0.05 per share

Lender

3,500,000

07/02/2014

07/01/2019

$0.10 per share


		Options			Weighted Average			Warrants				Weighted Average
					Exercise							Exercise
					Price							Price
Outstanding at January 31, 2014			8,000,000		$	0.25			3,482,500			$	0.10
Year ended January 31, 2015:
Granted			0			-			3,500,000				0.15
Exercised			0			—			0				—
Forfeited and canceled			0						0				_
Outstanding at January 31, 2015			8,000,000		$	0.25			6,982,500			$	0.13
Granted			0						_				_
Exercised			0			—			—				—
Forfeited and canceled			0
Outstanding at April 30, 2015			8,000,000		$	0.25			6,982,500			$	0.13


	Summary of options outstanding and exercisable as of April 30, 2015 is as follows:

	Range of Exercise			Weighted Average			Number of Options			Number of Options
	Prices			Remaining Contractual			Outstanding			Exercisable
				Life (years)
	$0.25			0.55			8,000,000				8,000,000

	$0.25			0.55			8,000,000				8,000,000

	Summary of warrants outstanding and exercisable as of January 31, 2015 is as follows:

	Range of Exercise			Weighted Average			Number of Warrants			Number of Warrants
	Prices			Remaining Contractual			Outstanding			Exercisable
				Life (years)
	$0.25			0.80			8,000,000				8,000,000
											0
	$ 0.25			0.80			8,000,000				8,000,000



	Summary of options outstanding and exercisable as of April 30, 2015 is as follows:

	Range of Exercise			Weighted Average			Number of Options			Number of Options
	Prices			Remaining Contractual			Outstanding			Exercisable
				Life (years)
	$ 0.05 to $0.12			2.92			6,982,500				6,982,500

	$ 0.05 to $0.12			2.92			6,982,500				6,982,500

	Summary of warrants outstanding and exercisable as of January 31, 2015 is as follows:

	Range of Exercise			Weighted Average			Number of Warrants			Number of Warrants
	Prices			Remaining Contractual			Outstanding			Exercisable
				Life (years)
	$ 0.05 to $0.12			3.11			6,982,500				6,982,500

	$ 0.05 to $0.12			3.11			6,982,500				6,982,500

NOTE 6 – DERIVATIVE LIABILITY

As of April 30, 2015 and January 31, 2015 the company had $351,014 and $363,523 recorded as derivative liabilities. During the period ended April 30, 2015 and the year ended January 31, 2015 the company recorded $(191,846) in loss and $184,717 in gain from the change in the fair value of derivative liabilities.

The derivative liabilities are valued as a level 3 input for valuing financial instruments.

The derivatives arise from convertible debt where the debt is convertible into common stock at variable conversion prices. As the price of the common stock varies it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date.

The derivatives are valued using the Black Scholes method which uses a weighted average input of volatility of the stock price,

NOTE 7 - GOING CONCERN AND FINANCIAL POSITION

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, 2015 of $7,140,559 and has a working capital deficit at April 30, 2015 of $(1,639,571). Historically, revenues have not been sufficient to cover operating costs that would permit the Company to continue as a going concern. These conditions raise substantial doubt about the company’s ability to continue as a going concern. The Company is starting to generate revenues from its business strategy of having employers pay for job postings on its internet portal. Until the Company’s revenues is sufficient to support its operations, it plans to sell additional equity to finance its expenses or, alternatively, take on additional debt. 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 8 - SUBSEQUENT EVENTS

Subsequent to the period ended April 30, 2015, the Company issued 17,917,550 shares of common stock pursuant to the conversion of various outstanding convertible promissory notes. The Notes provided conversion features which was tied to the market price of the Company’s common stock.

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”, “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 and Description of the Operations of Nurses Lounge

After publishing a direct mail magazine sent to approximately 35,000 nurses in the DFW market beginning in 2003, Mr. Armes 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.

In June of 2014 Nurses Lounge began the development of a 2.0 version of the network. The new version was a complete upgrade that went into beta testing on August 1, 2014 and then live on September 2, 2014. With the completion of this upgrade Nurses Lounge functions as a true Professional Network for Nurses (or comparatively a Linkedin for Nurses). Like Linkedin, when a nurse joins they can create an online professional profile and invite colleagues to join their online professional network.

With the added capabilities of the new network, the new version was launched with an “Interactive Lounge” (comparable to a group on Linkedin or Facebook) for approximately 600 schools that offer a Bachelor of Science in Nursing (BSN), 1,000 nursing schools that offer an Associate Degree in Nursing (ADN), 6,000 medical facilities, plus interactive lounges for 97 nurse specialties. Representatives from these organizations can take administrative control of these lounge pages, customize their pages with images, logos, and videos, as well as the ability to post news and info that is instantly distributed to their nurse followers.

At the start of June 2015 Nurses Lounge had approximately 90 organizations utilizing the service. 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.

As members of the Nurses Lounge, nurses are able to participate in groups created by organizations such as schools, associations and employers 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 for nursing schools looking to hire faculty.

Nurses Lounge expects to generate a substantial percentage of revenue from the job board and, as nurse membership grows, expects to generate additional revenue from targeted ads and email campaigns both from employers and nursing schools looking to fill online classes as well as continuing education offerings.

Competition

While there are various online community forums and nurse portals, Nurses Lounge does not believe that there is a direct competitor designed from the ground up as a professional network for nurses and to solve many of the day-to-day communications problems nursing organizations have. The largest competitors of Nurses Lounge bill themselves as “communities” that claim to provide news, career advice and social interaction, and include Nurse.com - owned by Gannett; NurseConnect - owned and operated by AMN healthcare, a large travel firm; NurseZone - also owned and operated by AMN healthcare; and Allnurses – a nursing forum and discussion board. Additionally, and to a lesser extent, Nurses Lounge indirectly competes with other websites that encourage users to create connections with other colleagues and persons with similar interests such as Linkedin and Facebook, however, unlike like these websites which have very broad general appeal, Nurses Lounge focuses solely on the nursing pro and the organizations which support them.

Proprietary Rights

We plan to rely on a combination of copyright, trade secret and trademark laws, and non-disclosure and other contractual arrangements to protect our proprietary rights moving forward. There can be no assurance that the steps we plan to take in the future to protect our future proprietary rights, however, will be adequate to deter misappropriation of proprietary information, and we may not be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. Although we believe that our websites and services will not infringe upon the intellectual property rights of others and that we have all rights necessary to utilize our intellectual property, we are subject to the risk of claims alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums on litigation, pay damages, delay our products and software, develop non-infringing intellectual property or acquire licenses to intellectual property that are the subject of any such infringement. Therefore, such claims could have a material adverse effect on our planned business, operating results and financial condition.

Nursing Profession Overview

From Nurses Lounge business viewpoint, the nursing profession is broken down into the individual registered nurses (RNs) and the professions stake holder organizations consisting of nursing schools, associations and employers.

Throughout their career, nurses need to be connected with numerous organizations in order to simply stay up to date with basic continuing education requirements which they need to meet state guidelines and/or employers qualification to maintain employment.

As such, we believe that there is an opportunity to unite the industry on one simple to use communication platform that can upgrade, simplify and reduce the cost of communications used by stakeholder organizations while providing nurses quick access to the information important to their careers. The market for nurses is growing in the United States and we believe that our website has a significant number of potential users based on the following:

According to the Bureau of Labor Statistics’ Employment Projections 2010-2020 released in February 2012, the Registered Nursing workforce is the top occupation in terms of job growth through 2020. It is expected that the number of employed nurses will grow from 2.74 million in 2010 to 3.45 million in 2020, an increase of 712,000 or 26%.

Based on findings from the Nursing Management Aging Workforce Survey released in the July 2006 issue of Nursing Management magazine, 55% of surveyed nurses reported their intention to retire between 2011 and 2020.

Approximately 660 4-year schools offer a Bachelor of Science in Nursing (BSN) and other advanced degrees such as Masters and PhD.

Approximately 2,500 community college type schools offer a 2 year Associate Degree in Nursing (ADN).

Approximately 5,000 hospitals are located across the U.S. where approximately 60% of all nurses are employed, according to American Association Colleges of Nursing (AACN).

An approximate 250,000 shortage in nurses has been predicted by 2018.

Due to the above factors, the Company’s Nurses Lounge professional Network has a significant market for their services and that even with significant competition for recruitment and job placement services as described below in the risk factor entitled “WE WILL FACE SIGNIFICANT COMPETITION FROM MONSTER.COM and CAREERBUILDER, NICHE HEALTHCARE SITES SUCH AS NURSE.COM AND HEALTHECAREERS AS WELL AS JOB AGGREGATOR SITES SUCH AS INDEED.COM AND SIMPLYHIRED AND OTHER INTERNET JOB POSTING WEBSITES”. ”, there will be room in the global marketplace for website posting, recruiting and job placement services for the Company’s niche healthcare related websites.

***

Results for the three months ended April 30, 2015

Revenue. Revenue for the three months ended April 30, 2015 and 2014 was $22,435 and $5,441, respectively.

Cost of Revenues. Cost of revenues were $2,345 and $6,979 for the three months ended April 30, 2015 and 2014, respectively. The changes reflect the swings in costs as the Company promotes its nurse portal and the variation in those costs as the Company has yet to enter a period where the operations in sales and cost of sales are relatively constant. Until the Company enters a reasonably constant operating period, the costs will vary widely.

Selling expenses. Selling expenses were $37,322 and $38,840 for the three months ended April 30, 2015 and 2014. The decrease was due to doing more promotion of our Nurses Lounge site through shows and there were less wages paid to salespeople.

Operating Expenses. Operating expenses for the three months ended April 30, 2015 and 2014 were $72,036 and $56,514 respectively.

Other Income (Expense). Other expense reflects interest paid on loans which was $327,931 and $20,748 for the three months ended April 30, 2015 and 2014, respectively.

Liquidity and Capital Resources

As of April 30, 2015, the Company had negative working capital of $1,639,571, comprised of current assets of $9,559 and current liabilities of $1,649,130.

Net cash used in operations for the three months ended April 30, 2015 was $85,822 compared to $163,744 for the three months ended April 30, 2014.

Cash used for purchase of fixed assets was $0 for the three months ended April 30, 2015 and 2014.

Cash provided by financing activities for the nine months ended April 30, 2015 was $40,500 compared to $157,500 for the same period in 2014.

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 $300,000 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. Unless 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. The Company continues to generate revenue from the Nurses Lounge business, which the Company believes will increase to the point where the Company can cover its basis monthly 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.

Plans Moving Forward

With the added capabilities of the new network launched in September 2104, and inclusion of an “Interactive Lounge” for approximately 600 schools that offer a Bachelor of Science in Nursing (BSN), 1,000 nursing schools that offer an Associate Degree in Nursing (ADN), 6,000 medical facilities, plus interactive lounges for 97 nurse specialties,

management intends to concentrate on growing individual nurse membership by introducing these organizations to and educating them on the benefits that our network offers.

Specifically, for example, when a nurse joins our network and registers they automatically:

Become ‘followers’ of the school they graduated from thus our network automatically helps build their alumni program.
Become ‘followers’ of their specialty such as critical care nursing.
Become ‘followers’ of their nursing facility where they work or of one they are interested in working for.

As our membership builds so does their following. Thus, by simply taking admin control of their free interactive lounge, representatives of these organizations can customize their pages with images, logos, and videos, as well as post news and info that is instantly distributed to their nurse followers while providing increased exposure for their organization to the broader nursing profession.

Additionally, as these organizations take admin control of their interactive lounges we encourage them to invite their constituents to join them in the Nurses Lounge. As an example, Frontier Nursing School had over 500 students, alumni and faculty connect with them in the Nurses Lounge within a few weeks of joining our network via an invitation sent from the school as well as the Nurses Lounge “NL” social 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 revenue through our mobile apps.

With funds permitting, to support these revenue streams and grow our network, management will be looking to hire 2-3 more “regional publishers” as well as marketing support personnel. These publishers will be responsible for revenue generation and membership growth in their assigned markets.

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.

Additionally, the complete upgrade of our network and launch of both an iPhone app in November of 2014 and Android version in April of 2015 we are now 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 annually to fully implement its business plan. However, the Company can maintain operations under our present structure and meet SEC reporting obligations with approximately $300,000 in working capital annually.

Recent Activity

On September 2, 2014, Nurses Lounge officially launched version 2.0 of their professional network for nurses after a month of beta testing that began on August 1, 2014. In November of 2014 we launched an iPhone app and an Android version in April of 2015.

Along with a complete new design, the new network includes an interactive directory of approximately 600 schools that offer a Bachelor of Science in Nursing (BSN), 1,000 nursing schools that offer an Associate Degree in Nursing (ADN), 6,000 medical facilities, plus interactive lounges for 97 nurse specialties. These organizations can take administrative control of these lounge pages that allows them to customize their pages with images, logos, and videos, as well as the ability to post news and info that is instantly distributed to their nurse followers.

At the end of our fiscal year end and through our first quarter of FY 2016 we have had substantially more interest from schools and associations in our network. We believe this has to do with the fact that organizations are more familiar and comfortable with networks as well as our marketing campaigns over the last two years educating the market on the value of uniting the nursing profession on to one networking platform. If the schools that have expressed an interest in our network do become active we believe we can have over 100 4-year BSN schools utilizing our service by the end of the third quarter (October 31, 2015). This would represent 20% of our ultimate goal of 500 active BSN schools utilizing our network and be just above the ‘tipping point’ where studies show it is perceived that it is more valuable to be part of a network than not and thus membership grows at a substantially faster rate.

Near the end of FY 2015 we reached our goal of three $6,000 sales to national nurse travel agencies that included a “Recruiters Lounge” and unlimited job postings through 12/31/2015. The job postings added over 5,000 jobs to our site and gave us nationwide listings for our members to search.

With these jobs in place we have now turned our attention to selling to direct hire employers such as hospitals. At the end of the FY2016 first quarter (April 30, 2015) we had just over 50k in proposals in the pipeline.

Management also reduced sales and marketing regions from 12 to 6 and, as of April 30 2015, had sales and marketing representatives in 3 of the 6 regions. These representatives are responsible for revenue generation and membership growth in their assigned markets.

Additionally, with the complete upgrade of our network and launch of both an iPhone app in November of 2014 and Android version in April of 2015 we are now 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 annually to fully implement its business plan. However, the Company can maintain operations under our present structure and meet SEC reporting obligations with approximately $300,000 in working capital annually.

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 April 30, 2015 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, 2015, filed with the Commission on May 19, 2015, 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

Recent Sales of Unregistered Securities

	Consideration		Date	# Shares
Balance, Number of shares outstanding, January 31, 2014				65,715,368
Common stock issued at forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(1)	May 20, 2014	1,339,286
Common stock issued at forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(2)	June 2, 2014	1,600,000
Common stock issued at forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(3)	June 6, 2014	971,429
Shares issued for accounts payable	Convert $224,558 in payable	(4)	July 31, 2014	4,491,160
Shares issued for accounts payable	Convert $97,250 in payable	(5)	July 31, 2014	1,945,000
Shares issued for accounts payable	Convert $5,000 in payable	(6)	July 31, 2014	100,000
Common stock issued at forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(7)	Sept 22, 2014	1,290,323
Common stock issued at forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(8)	Oct 8, 2014	2,727,273
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(9)	Oct 29, 2014	3,030,303
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(10)	Nov 28, 2014	3,785,600
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(11)	Dec 23, 2014	8,688,172
Balance, Number of shares outstanding, January 31, 2015				95,683,914
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Feb 23, 2015	5,339,000
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 2, 2015	5,085,439
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 3, 2015	3,156,360
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 10, 2015	5,136,461
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 12, 2015	5,910,864
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 19, 2015	5,915,538
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 20, 2015	6,200,497
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(30)	Mar 25, 2015	4,340,000
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 30, 2015	38,724,769
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 30, 2015	21,020,040
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 30, 2015	982,192
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 30, 2015	9,783,981
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 30, 2015	8,868,173
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Mar 31, 2015	6,700,000
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(30)	Apr 10, 2015	7,170,000
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(30)	Apr 20, 2015	7,530,000
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Apr 20, 2015	7,390,000
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(29)	Apr 30, 2015	5,965,096
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(30)	Apr 30, 2015	8,176,767
Balance, Number of shares outstanding, April 30, 2015				259,079,091

(1) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $8,462 of the note.

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.

(2) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $8,462 of the note.

(3) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $8,462 of the note.

(4) Conversion of accounts payable to our Chief Executive Officer in the amount of $224,558 on July 31, 2014, at a conversion rate of $0.05 per share.

(5) Conversion of accounts payable to our Vice President of Nurses Lounge in the amount of $97,250 on July 31, 2014, at a conversion rate of $0.05 per share.

(6) Conversion of accounts payable to a vendor in the amount of $5,000 on July 31, 2014, at a conversion rate of $0.05 per share.

(7) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,003 of the note.

(8) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $8,462 of the note.

(9) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $9,402 of the note.

(10) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $7,874 of the note.

(11) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $8,080 of the note.

(12) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,609 of the note.

(13) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $2,134 of the note.

(14) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $2,671 of the note.

(15) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,076 of the note.

(16) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,722 of the note.

(17) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $20,137 of the note.

(18) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $10,511 of the note.

(19) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $511 of the note.

(20) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $5,088 of the note.

(21) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,611 of the note.

(22) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $2,170 of the note.

(23) Partial conversion of Note that had a conversion feature at 50% of market price per share. These shares were issued for the conversion of $3,585 of the note.

(24) Partial conversion of Note that had a conversion feature at 50% of market price per share. These shares were issued for the conversion of $4,895 of the note.

(25) Partial conversion of Note that had a conversion feature at 50% of market price per share. These shares were issued for the conversion of $4,906 of the note.

(26) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,645 of the note.

(27) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,606 of the note.

(28) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,560 of the note.

(29) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,407 of the note.

(30) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,781 of the note.

(31) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $5,160 of the note.

(32) Partial conversion of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $5,539 of the note.

Options and Warrants

The Company had the following options or warrants outstanding at April 30, 2015:

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 (4)	2,000,000	09/23/2013	11/18/2015	$0.25 per share
Shareholder (1)	127,500	08/28/2011	08/28/2016	$0.10 per share
Shareholder (1)	127,500	04/29/2012	04/29/2017	$0.10 per share
Shareholder (3)	100,000	03/29/2013	03/29/2016	$0.10 per share
Shareholder (1)	127,500	07/31/2013	07/31/2017	$0.10 per share
Shareholder (2)	1,000,000	08/31/2012	08/31/2016	$0.12 per share
Shareholder (5)	2,000,000	01/18/2013	01/18/2018	$0.05 per share
Lender (6)	3,500,000	07/02/2014	07/01/2019	$0.10 per share

(1) 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 was 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 30^th2012 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. This note was sold to a third party who converted the note into common shares at market and sold the shares.

(2) Warrant 1,000,0000 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.

(3) Warrant 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.

(4) Option for 2,000,000 common shares granted to the former Chief Financial Officer as part of his accepting the position with the Company. The options have a strike price of $0.25 per share and expire on November 18, 2015.

(5) 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 $0.05 per share and subject to adjustments due to recapitalization or reclassification of common stock.

(6) Option for 3,500,000 common shares granted to a lender as part of the loan transaction. The options have a strike price of $0.10 per share and expire on July 1, 2019.

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

Date: June 23, 2015

EXHIBIT INDEX

Exhibit Number	Description of Exhibit


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

* Filed herewith.

4Less Group, Inc. - FORM 10-Q - June 23, 2015

Attached files

4Less Group, Inc. Reports