4Less Group, Inc. - FORM 10-Q - September 25, 2015

Attached files

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EX-32.1 - CERTIFICATION - 4Less Group, Inc.	ex32one.htm
EX-31.1 - CERTIFICATION - 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 July 31, 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 September 22, 2015 there were 294,810,231 shares of Common Stock of the issuer outstanding.

TABLE OF CONTENTS


PART I.	FINANCIAL STATEMENTS (Unaudited)	3

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

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14
ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk	19

ITEM 4.	Controls and Procedures	19


PART II.	OTHER INFORMATION	19

ITEM 1.	Legal Proceedings	19

ITEM 1A.	Risk Factors	19

ITEM 2.	Unregistered Sales of Securities and Use of Proceeds	20

ITEM 3.	Default Upon Senior Securities	27

ITEM 4.	Mine Safety Disclosures	27

ITEM 5.	Other Information	27

ITEM 6.	Exhibits	27

MEDCAREERS GROUP, INC.

Consolidated Balance Sheets

July 31, 2015 and January 31, 2015

(Unaudited)

	July 31, 2015			Jan 31, 2015
Assets
Current Assets
Cash and Cash Equivalents	$	11,695		$	49,881
Total Current Assets		11,695			49,881


Total Assets	$	11,695		$	49,881

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts Payable	$	52,052		$	26,754
Accrued Expenses		33,320			16,897
Accrued Interest Payable		253,078			216,994
Deferred Revenue		5,000			11,000
Derivative Liabilities		300,239			363,523
Short Term Debt, net of Debt Discount of $42,062 and $92,980		749,257			921,419
Short Term Debt – Related Party, net of Debt Discount of $0 and $21,174		87,000			65,826
Total Current Liabilities		1,479,946			1,622,413


Total Liabilities		1,479,946			1,622,413

Stockholders’ Deficit
Preferred Stock, $0.001 par value, 10,000,000 shares,
300,000 and 0 shares issued and outstanding		300			—
Common Stock, $0.001 par value, 850,000,000 shares,
282,021,319 and 95,683,914 shares issued and outstanding		282,021			95,684

Additional Paid In Capital		5,522,253			5,055,144
Accumulated Deficit		(7,272,825	)		(6,723,360	)
Total Stockholders’ Deficit		(1,468,251	)		(1,572,532	)

Total Liabilities and Stockholders’ Deficit	$	11,695		$	49,881

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

MEDCAREERS GROUP, INC.

Consolidated Statement of Operations

For the Three and Six Months Ended July 31, 2015 and 2014

(Unaudited)

	Three Months Ended						Six Months Ended
	July 31, 2015			July 31, 2014			July 31, 2015			July 31, 2014

Revenue	$	15,115		$	6,347		$	37,550		$	11,788
Cost of Sales		5,088			11,101			7,433			18,080
Gross Profit (Loss)		10,027			(4,754	)		30,117			(6,292	)

Operating Expenses:
Selling and Marketing		1,704			25,070			39,026			79,410
General and Administrative		70,069			194,306			142,105			235,321
Total Operating Expenses		71,773			219,376			181,131			314,731

Net Operating Loss		(61,746	)		(224,130	)		(151,014	)		321,023

Other Income (Expense)
Loss on Derivatives		59,015			—			(132,831	)		—
Loss on Debt Extinguishment		—			—			(45,359	)		—
Interest Expense		(129,535	)		(27,972	)		(220,261	)		(48,720	)
Total Other Income (Expense)		(70,520	)		(27,972	)		(398,451	)		(48,720	)

Net Loss	$	(132,266	)	$	(252,102	)	$	(549,465	)	$	(369,743	)

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

Weighted Average Shares Outstanding:
Basic and Diluted		187,529,652			72,251,528			214,346,345			72,251,528

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

MEDCAREERS GROUP, INC.

Consolidated Statement of Changes in Stockholders’ Deficit

For the Six Months Ended July 31, 2015

(Unaudited)

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

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

Sale of Preferred Stock
For Cash	20,000	20						19,980						20,000
Conversion of:
Notes Payable to Preferred
Stock	280,000	280						289,823						290,103
Notes Payable to Common Stock				186,337,405		186,337		(93,239	)					93,098
APIC Write-off Due
to Debt Conversion								250,545						250,545
Net Loss											(549,465	)		(549,465	)

Stockholders' Deficit
at July 31, 2015	300,000	300		282,021,319	$	282,021	$	5,522,253		$	(7,272,825	)	$	(1,468,251	)

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

MEDCAREERS GROUP, INC.

Consolidated Statement of Cash Flows

For the Six Months Ended July 31, 2015 and 2014

(Unaudited)

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(549,465	)	$	(369,742	)
Adjustments to reconcile net loss to cash used by operating activities:
Loss (Gain) on change of derivative Liabilities		132,831			—
Loss (Gain) of Debt Extinguishment		45,359			—
Amortization of Debt Discount		129,522			—
Change in Operating Assets and Liabilities:
(Decrease) Increase in Accounts Payable		25,298			(27,700	)
Increase in Accrued Expenses – Related Party		—			80,000
Increase in Interest Payable		68,125			(1,056	)
Increase in Deferred Revenue		(6,000	)		—
Increase in Accrued Expenses		16,423			58,720
CASH FLOWS (USED IN) OPERATING ACTIVITIES		(137,907	)		(259,778	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Sale of Preferred Stock		20,000			—
Proceeds from Notes Payable		203,641			273,000
Payments on Notes Payable		(123,920	)		—
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		99,721			273,000

NET INCREASE (DECREASE) IN CASH		(38,186	)		13,222

CASH AT BEGINNING OF PERIOD		49,881			7,299
CASH AT END OF PERIOD	$	11,695		$	20,521


Discount Related to Convertible Debt	$	54,430		$	—
Issuance of Preferred Stock for Debt	$	290,103		$	0
Issuance of Common Shares for Debt conversion	$	93,098		$	—
APIC write off due to debt conversion	$	250,545		$	—
Issuance of Common Stock for Payables	$	0		$	326,809
Cash Paid for Interest	$	12,721		$	2,000


Income Taxes	$	—		$	—

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

MEDCAREERS GROUP, INC.

Notes to Financial Statements

July 31, 2015 and 2014

(Unaudited)

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.

NOTE 2 - NOTES PAYABLE

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

	July 2015		Jan 2015
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	19,000		20,000

Note Payable - $490,150, 12% interest payable monthly or accrued, due Oct 29, 2013	474,150			490,150
Note Payable - $4,000, 12% interest added to note quarterly, due April 30, 2013	4,000			4,000
Note Payable - $25,000, 12% interest added to note quarterly, due April 30, 2013	25,000			25,000
Note Payable - $50,000, 8% interest payable accrued until maturity, due Jan 27, 2016	0			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	11,517			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	0			25,126
Note Payable - $75,000, 8% interest payable accrued until maturity, due July 1, 2015	23,652			72,500
Note Payable - $25,000, 8% interest payable accrued to maturity, due Sept 24, 2016	0			25,000
Note Payable - $33,000, 8% interest payable accrued to maturity, due Sept 19, 2016	33,000			0
Note Payable - $5,000, 8% interest payable accrued to maturity, due Nov 25, 2015	5,000			0
Debt Discount	(42,062		)	(92,980)
Subtotal	749,257			921,419
Related Party Debt
Note Payable - $19,500, 8% interest payable accrued to maturity, due Jan 2, 2015	19,500			19,500
Note Payable - $5,500, 8% interest payable accrued until maturity, due July 8, 2015	5,500			5,500
Note Payable - $4,500, 8% interest payable accrued to maturity, due May 5, 2015	4,500			4,500
Note Payable - $24,297, 8% interest payable accrued to maturity, due May 14, 2015	23,297			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	-			(21,174)
Subtotal – Related Party Debt	87,000			65,826
Total	$	836,257		$	987,245

The Company had accrued interest payable of $253,078 and $216,994 on the notes at July 31, 2015 and January 31, 2015, respectively.

The Company has entered in to various promissory notes with lenders during the periods ended July 31, 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 July 31, 2015, the Company borrowed $203,641, paid off $123,920, and converted a total of $93,098 of the convertible notes into 186,337,405 common shares. As of July 31, 2015, $129,522 of the discount had been amortized to interest expense.

A summary of the debt in total is as follows:

	July 31, 2015		January 31, 2015
Convertible debt – fixed conversion rate	$	637,088	$	748,853
Convertible debt – variable conversion rates, net of debt discount		68,169		127,566
Convertible debt – variable conversion rates, Related Party, net of debt discount		87,000		65,826
Non-Convertible debt		44,000		45,000
Net	$	836,257		987,245

The Company has $637,088 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 July 31, 2015 and January 31, 2015, respectively.

The Company has $44,000 and $45,000 of debt, which has no conversion feature at July 31, 2015 and January 31, 2015, respectively.

The Company has $68,169 and $127,566 of debt with variable 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 as of July 31, 2015 and January 31, 2015, respectively.

The Company has $87,000 and $65,826 of related party convertible debt at July 31, 2015 and January 31, 2015, respectively.

The Company converted $280,000 of debt and $10,103 accrued interest into 280,000 shares of Series A Preferred Stock during the quarter ended July 31, 2015.

The Company entered into various note agreements with financing entities, which provided for repayment at a premium, or if not paid, the financing entities had the right to convert their note to common stock at a price of 50% to 52% of market price at the time of conversion. Certain of these notes were paid off and certain notes were converted resulting in a loss on extinguishment of debt of $45,359 which is recorded as a charge to the income statement.

The Company is in default on a number of its promissory notes which provide legal remedies for satisfaction of defaults, none of which to this point have pursued their legal remedies. The Company continues to accrue interest at the listed rates, and plans to seek their conversion or payoff within the next twelve months. Accordingly, the Company has classified the entire loan amounts as a current liability.

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 were 300,000 and 0 preferred shares outstanding at July 31, 2015 and January 31, 2015.

Series A Preferred Shares. The Company authorized the issue of up to 500,000 Series A Preferred Shares which are convertible in aggregate to 20% of the Common Stock of the Company. For example, 100,000 shares of Preferred Stock will convert in to 4% of the Company. The Series A Preferred Shares have voting rights as if they were converted on any Record Date and no dividends are paid on the Series A Preferred Shares.

The Company issued 20,000 shares of Series A Preferred Shares for cash proceeds of $20,000 during the six months ended July 31, 2015 and converted $280,000 of Notes Payable and $10,103 of Accrued Interest into 280,000 Series A Preferred Shares during the six months ended July 31, 2015.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 July 31, 2015 and January 31, 2015, there were 282,021,319 and 95,683,914 shares outstanding, respectively. There were 86,058,779 shares that were to be converted and not issued as of July 31, 2015. No dividends were paid in the years ended January 31, 2015 or 2014 or the six months ended July 31, 2015.

The Company issued the following shares of common stock in the period ended July 31, 2015:

Conversion of Notes Payable to Common Stock

86,337,405

Options and Warrants:

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

The Company had the following options or warrants outstanding at July 31, 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, 2015			8,000,000		$	0.25			6,982,500			$	0.13
Granted			0						—				—
Exercised			0			—			—				—
Forfeited and canceled			0
Outstanding at July 31, 2015			8,000,000		$	0.25			6,982,500			$	0.13


	Summary of options outstanding and exercisable as of July 31, 2015 is as follows:

	Range of Exercise			Weighted Average			Number of Options			Number of Options
	Prices			Remaining Contractual			Outstanding			Exercisable
				Life (years)
	$0.25			0.22			8,000,000				8,000,000

	$0.25			0.22			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			0.875			8,000,000				8,000,000

	$ 0.25			0.875			8,000,000				8,000,000



	Summary of options outstanding and exercisable as of July 31, 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			2.61			6,982,500				6,982,500

	$ 0.05 to $0.12			2.61			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 4 – DERIVATIVE LIABILITIES:

As of July 31, 2015 and January 31, 2015 the company had $300,239 and $363,523 recorded as derivative liabilities. During the period ended July 31, 2015 and the year ended January 31, 2015 the company recorded $(132,831) 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 fair value of the derivative liability is determined using the Black-Scholes option-pricing model, is re-measured on the Company’s reporting dates, and is affected by changes in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest rate. In our calculation at July 31, 2015, volatility ranged from 385% to 437%, the term ranged from 0.49 to 0.64 years, and the risk free interest rate was 6%.

	Level 3
	Derivatives
Beginning Balance, January 31, 2015	$	363,523
Derivative Liabilities due to New Convertible Debt	$	110,393
Reclassification of Derivative Liabilities to Additional Paid in Capital
Due to Conversion of Related Notes Payable		(250,545	)
Mark to Market of Debt Derivatives		76,868
Ending Balance, July 31, 2015	$	300,239

The $132,831 Loss on Derivatives recorded in the Income Statement consisted of a $55,963 day one loss on the new convertible debt and the mark to market of our debt derivatives.

NOTE 5 - 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 July 31, 2015 of $7,272,825 and has a working capital deficit at July 31, 2015 of $(1,468,251). 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. 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 6 - CONTINGENCIES

There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which were never received. The Company is initiated litigation to dispute the note and the 10,151, 540 shares that have been issued.

NOTE 7 - SUBSEQUENT EVENTS

In the period since July 31, 2015, the Company issued 12,799,812 shares of restricted common stock pursuant to the conversion of one of our outstanding convertible promissory notes. The Notes provided conversion features which was tied to the market price of the Company’s common stock.

Subsequent to July 31, 2015, the company borrowed $81,821 on a convertible note using $50,000 for working capital and balance to pay off the premium of all existing short-term convertible debt that was bought by third party lender

There are certain notes or portion of notes that have been converted into 86,058,779 shares which was not issued as of July 31, 2015. The Company anticipates these shares will be issued in the quarter ended October 31, 2015.

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

At the beginning of 2003 in Dallas, Texas, Timothy Armes 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.

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.

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 and six months ended July 31, 2015

Revenue. Revenue for the three months ended July 31, 2015 and 2014 was $15,115 and $6,347, respectively. Revenue for the six months ended July 31, 2015 and 2014 was $37,550 and $11,788, respectively.

Cost of Revenues. Cost of revenues were $5,088 and $11,101 for the three months ended July 31, 2015 and 2014, respectively, and $7,433 and $18,080 for the six months ended July 31, 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 $1,704 and $25,070 for the three months ended July 31, 2015 and 2014, and $39,026 and $79,410 for the six months ended July 31, 2015 and 2014, respectively. 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 July 31, 2015 and 2014 were $70,069 and $194,306 respectively, and $142,105 and $235,321 respectively for the six months ended July 31, 2015 and 2014.

Other Income (Expense). Other expense reflects interest on loans which was $129,535 and $27,972 for the three months ended July 31, 2015 and 2014, respectively, and interest expense of $220,261 and $48,720 for the six months ended July 31, 2015 and 2014, respectively. Also, there were other expenses relating to the cost of our convertible debt being gain on derivatives of $59,015 and 0 for the three months ended July 31, 2015 and 2014 respectively, and a loss on derivatives of $132,831 and 0 for the six months ended July 31, 2015 and 2014 respectively. We also incurred a loss on debt extinguishment for the six months ended July 31, 2015 and 2014 of $45,359 and 0 respectively. Interest expense was of $129,535 and $27,972 for the three months ended July 31, 2015 and 2014, respectively, and $220,261 and $48,720 for the six months ended July 31, 2015 and 2014, respectively.

Liquidity and Capital Resources

As of July 31, 2015, the Company had negative working capital of $1,468,251, comprised of current assets of $11,695 and current liabilities of $1,479,946.

Net cash used in operations for the six months ended July 31, 2015 was $137,907 compared to $259,778 for the three months ended July 31, 2015 and 2014, respectively.

Cash used for purchase of fixed assets was $0 for the three months ended July 31, 2015 and 2014.

Cash provided by financing activities for the six months ended July 31, 2015 was $99,721 compared to $273,000 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.

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.

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.

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.

Recent Activity

In the second quarter of FY2016 we had 24 schools join and become active members of our network including some of the most prestigious nursing schools in the country including University of North Carolina @ Chapel Hill, University of South Carolina, University of Alabama, University of Missouri and University of Texas Health Science Center San Antonio.

With the addition of theses schools we are now at approximately 20% of our ultimate goal of 500 active BSN schools utilizing our network. Additionally, as more of these top tier schools have joined, the interest has picked-up from other schools as well as associations and employers.

In July we also announced a new hiring solutions programs and pricing for employers that better meets the need of nurse employers. Unlike a job board that sells job postings on a per posting basis, Nurses Lounge will provide a health system, for example, to consistently maintain up to 100 to 250 nursing job postings at a time with a price of only $595 to $795 a month with a 12 month contract. These packages are under $10,000 a year. A comparative number of job postings would cost well over $10,000 per month on most major job boards per their stated prices.

More nurses work at hospitals than any other type of healthcare professional. Most small to medium hospitals today have well over 25 openings for nurses, and it is not unusual to see more than 100 openings at any given time at a large hospital. Many large systems today have well over 500 job openings.

Because of this growing demand for nurses of all sizes, we believe there are thousands of hospitals and healthcare systems that will want to take advantage of this pricing. Especially when combined with the other important benefits received by being part of a professional network for nurses such as being able to build their brand and market their job openings to students and alumni from the leading nursing schools from across the country.

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.

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, 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

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
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(31)	May 1, 2015	2,120,000
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(31)	May 1, 2015	4,338,710
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(31)	May 1, 2015	8,417,550
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(31)	May 11, 2015	9,500,000
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(31)	May 30, 2015	6,679,624
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(31)	May 21, 2015	4,034,904
Common stock at issued fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(32)	May 27, 2015	10,000,000
Common stock at issued forty eight percent discount to market per note conversion agreement	Convert a portion of note payable	(31)	May 27, 2015	8,988,019
Common stock at issued fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(32)	Jun 10, 2015	11,800,000
Common stock at issued fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(32)	Jun 17, 2015	12,400,000
Common stock at issued fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(32)	Jun 23, 2015	13,000,000
Common stock at issued fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(32)	Jun 26, 2015	5,022,200
Common stock at issued fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(31)	Jul 13, 2015	12,700,000
Balance, Number of shares outstanding, July 31, 2015				358,080,098

(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 Notes that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $2,120, $4,035, $$5,159.96, $$5,538.50, $3,820.74, $2,098.15, $4,673.77 and $3,149.60 of the notes.

(32) Partial conversion of Note that had a conversion feature at 50% of market price per share. These shares were issued for the conversion of $5.000.00, $$2,950.00, $3,100.00, $3,250.00 and $1,255.55 of the note.

Options and Warrants

The Company had the following options or warrants outstanding at July 31, 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: September 25, 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 - September 25, 2015

Attached files

4Less Group, Inc. Reports