medistaff10q123109.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended December 31, 2009

oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission File Number 333-151197

MediStaff Corporation

(Exact name of registrant as specified in its charter)

Nevada	80-0159248
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

MediStaff Corporation

1780 West 9000 South

Suite 218

West Jordan, Utah 84088-6501

(801) 230-4761

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

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). The registrant has not been phased into the Interactive Data reporting system.

Yes o

No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).

Yes x

No o

As of February 5, 2010 there were 5,429,016 shares of Common Stock, par value $0.001 issued and outstanding.

MEDISTAFF CORPORATION

INDEX

		Page
PART I - FINANCIAL INFORMATION

Item 1 Financial Statements:		4

Balance Sheets as of December 31, 2009 (unaudited) and March 31, 2009		5

Statements of Operations for the three months and nine months ended December 31, 2009 and 2008, and the period of March 13, 2008 (Inception) to December 31, 2009(unaudited)		6

Statements of Cash Flows for the nine months ended December 31, 2009 and 2008, and the period of March 13, 2008 (Inception) to December 31, 2009(unaudited)		7

Notes to Unaudited Financial Statements		8

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

Item 3 Quantitative and Qualitative Disclosures About Market Risk		11

Item 4T Controls and Procedures		11

PART II – OTHER INFORMATION


Item 1 Legal Proceedings		12

Item 1A. Risk Factors		13

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		13

Item 3 Defaults upon Senior Securities		13

Item 4 Submission of Matters to a Vote of Security Holders		13

Item 5 Other Information		13

Item 6 Exhibits		13

Signatures		14

PART I ― FINANCIAL INFORMATION

Item 1.

Financial Statements.

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Balance Sheets

	December 31, 2009				March 31, 2009


	(unaudited)
ASSETS

Current assets
Cash		$	10,904			$	13,055

Total current assets			10,904				13,055

Total assets		$	10,904			$	13,055

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities		$	1,950			$	3,090

Total current liabilities			1,950				3,090

Stockholders' Equity
Common stock, $.001 par value; 75,000,000 shares authorized; 5,429,016 and 5,331,016 issued and outstanding at December 31, 2009 and March 31, 2009, resp.			5,429				5,331
Additional paid in capital			35,846				26,144
Deficit accumulated during the development stage			(32,321	)			(21,510	)
Total stockholders' equity			8,954				9,965

Total liabilities and stockholders' equity		$	10,904			$	13,055

See accompanying notes to unaudited financial statements

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Statements of Operations (unaudited)
													For the period from March 13, 2008 (inception) to December 31, 2009

	Three months ended December 31,						Nine months ended December 31,
	2009			2008			2009			2008

Revenue	$	-		$	-		$	-		$	-		$	-

Operating expenses
Professional fees		2,326			1,500			10,504			19,875			31,879
Other general & administrative		33			-			400			50			450
Total operating expenses		2,359			1,500			10,904			19,925			32,329

Other income (expense)
Interest expense		-			-			-			-			(90	)
Interest income		-			1			3			1			8
Other income		-			-			90			-			90
Total other income (expense)		-			1			93			1			8

Net loss available to common stockholders	$	(2,359	)	$	(1,499	)	$	(10,811	)	$	(19,924	)	$	(32,321	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding		5,377,644			5,331,016			5,346,615			5,303,183

See accompanying notes to unaudited financial statements

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Statements of Cash Flows (unaudited)
									For the period from March 13, 2008 (inception) to December 31, 2009


	Nine months ended December 31,
	2009				2008
Cash flows from operating activities
Net loss		$	(10,811	)		$	(19,924	)		$	(32,321	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services			-				-				1,375
Changes in operating assets and liabilities:
Decrease in prepaid expenses			-				13,875				-
Increase (decrease) in accounts payable and accrued liabilities			(1,140	)			4,500				1,950
Net cash used in operating activities			(11,951	)			(1,549	)			(28,996	)

Cash flows from investing activities			-				-				-

Cash flows from financing activities
Proceeds from sale of stock (net of offering costs)			9,800				5,100				39,900
Net cash provided by financing activities			9,800				5,100				39,900

Increase (decrease) in cash			(2,151	)			3,551				10,904

Cash at beginning of period			13,055				12,500				-

Cash at end of period		$	10,904			$	16,051			$	10,904

Supplemental disclosure of non-cash investing and financing activities:
Issuance of 275,016 shares of common stock for professional and consulting services		$	-			$	-			$	1,375

Supplemental cash flow Information:
Cash paid for interest		$	-			$	-			$	-
Cash paid for income taxes		$	-			$	-			$	-

See accompanying notes to unaudited financial statements

MEDISTAFF CORPORATION

(A Development Stage Enterprise)

Notes to the Unaudited Financial Statements

For the Three and Nine Months Ended December 31, 2009 and 2008 and the

Period of March 13, 2008 (Inception) to December 31, 2009

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the periods ended December 31, 2009 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's March 31, 2009 audited financial statements as reported in Form 10-K. The results of operations for the period ended December 31, 2009 are not necessarily indicative of the operating results for the full year ended March 31, 2010.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through February 1, 2010 and determined there are no events to disclose.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate," "believe," "plan," "expect," "future," "intend," and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results.

Company History

MediStaff Corporation was incorporated in the State of Nevada on March 13, 2008. We are a development stage medical staffing company with our office located at 1780 West 9000 South, Suite 218, West Jordan, Utah 84088-6501. Our telephone number is (801) 230-4761.

Business Development

To date, our business activities have been limited to attempting to raise capital through the sale of our common stock through our registered offering, maintaining our reporting requirements, and researching potential healthcare organizations within the State of Utah who would benefit from our personnel staffing services. These organizations consist of three general groups that our management plans to target:

	·	Hospitals and teaching facilities,
	·	Clinics and nursing homes, and
	·	Organizations, such as corporations or schools.

Liquidity and Capital Resources

On June 10, 2008, the Securities and Exchange Commission (“SEC”) deemed our Form S-1 Registration Statement (Commission File Number 333-151197) effective. Our offering commenced on the effective date and will terminate on the earlier of the date on which we sell all offered shares and the date on which we terminate the offering, which date will not be later than June 10, 2010. As of the date of this report since the commencement of the offering, we have sold 154,000 shares of common stock at $.10 per share in our direct offering to the public for total proceeds raised of $14,900 (net of $500 in offering costs). Management intends to continue to focus its efforts on selling the offered common shares for the next three months or until the offering is fully subscribed and utilize these funds to maintain its status as a Reporting Company as defined under the Exchange Act of 1934 as amended, begin the initial development of the Company, and pay for administrative expenses. If the Company is unable to secure adequate financing from this registered offering, its business will fail and any investment made into the Company will be completely lost.

As of December 31, 2009, we had total cash available of $10,904, which was the result of sales of our common stock. We have a cumulative net loss of $32,321 since inception. We have not generated any revenues and we cannot provide any assurance that we will ever generate revenues in the future. We are currently dependent upon raising proceeds in order to continue as a going concern. There can be no guarantee or assurance that the Company will be able to secure adequate financing within the next three months and failure to do so would result in a complete loss of any investment made into the Company.

Product Research and Development

The Company has not incurred any expense for product research and development since its inception and does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.

The Company does not plan any purchase of significant equipment in the next twelve months.

Employees

There are no employees of the Company, excluding the current President and Director and the Company does not anticipate hiring any additional employees within the next six months.

Principal Office

Dale Byers, officer and director, makes available his home office located at 1780 West 9000 South, Suite 218, West Jordan, Utah 84088-6501. Our telephone number is (801) 230-4761 and telephone service is provided to the Company free of charge. There are no arrangements by and between Mr. Byers and the Company for use of the office space. The Company does not have exclusive use of this office space; Mr. Byers also utilizes this space for purposes other than those of the Company.

MediStaff’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. MediStaff does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These relate to bad debts, impairment of intangible assets and long-lived assets, contractual adjustments to revenue, and contingencies and litigation. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial condition or results of operations.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

The exposure of market risk associated with risk-sensitive instruments is currently not material to the Company. The Company transacts its services in U.S. dollars and plans to continue to transact its sales for medical staffing services and all other transactions denominated in U. S. dollars. The Company has no intentions of entering into hedging transactions. We believe that there have been no significant changes in our market risk exposures for the nine months ended December 31, 2009.

Item 4T.

Controls and Procedures

Appearing immediately following the Signatures section of this Quarterly Report there are two separate forms of "Certifications" of the CEO/CFO, Dale Byers. The first form of Certification is required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the Quarterly Report, which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

(a)	Evaluation of Disclosure Controls and Procedures

Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley Act of 2002 (“SOX”) Section 404 A which accomplishes the following:

· Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, being Dale Byers. Good controls encourage efficiency, compliance with laws and regulations, and sound information, and seek to eliminate fraud and abuse.

· These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

· Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."

· Internal controls are mechanisms that are there to help the Company manage risks to success.

· Internal control is about getting things done (performance) but also about ensuring that they are done properly (integrity), and that this can be demonstrated and reviewed (transparency and accountability).

· Control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

As of December 31, 2009, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, during the quarter ended December 31, 2009, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers being material weaknesses.

In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

●

The Company’s Audit Committee does not function as an Audit Committee should, since there is a lack of independent directors on the Committee and the Board of Directors has not identified an “expert,” one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.

●	The Company has limited segregation of duties which is not consistent with good internal control procedures.

●

The Company does not have a written internal control procedures manual that outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedures manual does not meet the requirements of the SEC or good internal control.

●	There are no effective controls instituted over financial disclosure and the reporting processes.

Management feels the weaknesses identified above, being the latter three, have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so. By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff the segregation of duties issue will be addressed and will no longer be a concern to management. Having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

(b)	Changes in Internal Controls

There were no changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.

PART II ― OTHER INFORMATION

Item 1.

Legal Proceedings.

MediStaff is not currently a party to any legal proceedings. MediStaff’s agent for service of process in Nevada is InCorp, Services, Inc. 375 North Stephanie Street, Suite 1411, Henderson, NV 89014. The telephone number is: 702.866.2500.

MediStaff’s sole Officer and Director has not been convicted in a criminal proceeding nor has he been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

Mr. Byers, the Company’s sole Officer and Director has not been convicted of violating any federal or state securities or commodities law.

There are no known pending legal or administrative proceedings against MediStaff.

Item 1A.

Risk Factors.

There have been no material changes to the risks to our business described in our annual report filed on Form 10-K with the SEC on June 29, 2009.

Item 2.

Unregistered Sales of Equity Securities and use of Proceeds

None

Item 3.

Defaults upon Senior Securities.

None

Item 4.

Submission of Matters to a Vote of Security Holders.

None

Item 5.

Other Information.

None

Item 6.	Exhibits.

	(a)		Exhibits furnished as Exhibits hereto:

Exhibit No.

Description

31.1

8650 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MediStaff Corporation

Date: February 5, 2010	By:	/s/ Dale Byers
		Dale Byers
		Chief Financial Officer, Secretary and Treasurer
		(principal financial and accounting officer)

Date: February 5, 2010	By:	/s/ Dale Byers
		Dale Byers
		President and Chief Executive Officer