medistaff10q063010.htm

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PART I - FINANCIAL INFORMATION

Item 1 Financial Statements:		4

Balance Sheets as of June 30, 2010 (unaudited) and March 31, 2010		5

Statements of Operations for the three months ended June 30, 2010 and 2009, and the period of March 13, 2008 (Inception) to June 30, 2010 (unaudited)		6

Statements of Cash Flows for the three months ended June 30, 2010 and 2009, and the period of March 13, 2008 (Inception) to June 30, 2010 (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 (Removed and Reserved)		13

Item 5 Other Information		13

Item 6 Exhibits		13

Signatures		14

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Balance Sheets

	June 30, 2010				March 31, 2010
	June 30, 2010				March 31, 2010
	(Unaudited)
ASSETS

Current assets
Cash		$	2,264			$	3,366
Total current assets			2,264				3,366

Total assets		$	2,264			$	3,366

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued liabilities		$	4,850			$	71
Total current liabilities			4,850				71

Stockholders' Equity (Deficit)
Common stock, $.001 par value; 75,000,000 shares authorized; 5,429,016 shares issued and outstanding at June 30, 2010 and March 31, 2010, respectively			5,429				5,429
Additional paid in capital			35,846				35,846
Deficit accumulated during the development stage			(43,861	)			(37,980	)
Total stockholders' equity (deficit)			(2,586	)			3,295

Total liabilities and stockholders' equity (deficit)		$	2,264			$	3,366

See accompanying notes to financial statements

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Statements of Operations (unaudited)

							Period from March 13, 2008 (inception) to June 30, 2010

	Three months ended June 30,
	2010			2009

Revenue	$	-		$	-		$	-

Operating expenses
Professional fees		5,381			5,481			42,894
Other general & administrative		500			106			975
Total operating expenses		5,881			5,587			43,869

Other income (expense)
Interest expense		-			-			(90	)
Interest income		-			2			8
Other income		-			90			90
Total other income (expense)		-			92			8

Net loss	$	(5,881	)	$	(5,495	)	$	(43,861	)

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

Weighted average shares outstanding		5,429,016			5,331,016

See accompanying notes to financial statements

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Statements of Cash Flows (unaudited)

									Period from March 13, 2008 (inception) to June 30, 2010


	Three months ended June 30,
	2010				2009
Cash flows from operating activities
Net loss		$	(5,881	)		$	(5,495	)		$	(43,861	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services			-				-				1,375
Changes in operating liabilities:
Increase in accounts payable			4,779				2,391				4,850
Net cash used in operating activities			(1,102	)			(3,104	)			(37,636	)

Cash flows from investing activities			-				-				-

Cash flows from financing activities
Proceeds from sale of common stock (net of offering costs)			-				-				39,900
Net cash provided by financing activities			-				-				39,900

Increase (decrease) in cash			(1,102	)			(3,104	)			2,264

Cash at beginning of period			3,366				13,055				-

Cash at end of period		$	2,264			$	9,951			$	2,264

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

See accompanying notes to 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 June 30, 2010 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, 2010 audited financial statements as reported in Form 10-K. The results of operations for the period ended June 30, 2010 are not necessarily indicative of the operating results for the full year ended March 31, 2011.

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.

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.

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.

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:

As of the date of this report we sold 154,000 shares of common stock at $0.10 per share in our direct offering, as filed on Form S-1 on 5/27/2008, to the public for total proceeds raised of $14,900 (net of $500 in offering costs). The offering is now closed and there will be no additional shares sold through this offering in the future. On May 10, 2010 our common stock was approved for quotation on the Over-the-Counter Bulletin Board (OTCBB) under the ticker symbol “MSIF”. There have been no trades in the common stock and there is currently no market for the common stock. Moreover, we cannot provide any assurance that a market will ever develop in the future for the common stock.

As of June 30, 2010, we had total cash available of $2,264; our current liabilities are $4,850. We have a cumulative net loss of $43,861 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. Management estimates it will require approximately $20,000 in order to cover the costs of maintaining its status as a reporting company for the next twelve months. These funds would be utilized for accounting, bookkeeping, legal, and filing fees. If the Company fails to maintain a reporting status company with the SEC, our common stock would not be eligible for quotation on the OTCBB. Management believes this would be a negative material impact on the Company’s ability to develop and would likely result in business failure. There can be no guarantee or assurance that the Company will be able to secure adequate financing and failure to do so would likely result in a complete loss of any investment made into the Company.

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.

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.

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.

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 three months ended June 30, 2010.

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.

· 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.

· 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 June 30, 2010, 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 June 30, 2010, 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.

●

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 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.

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. 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.

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.

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 Officers and Directors (Dale Byers and Marli das Mercês Ferreira Lima) have not been convicted in a criminal proceeding nor have they been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

	MediStaff Corporation

Date: July 26, 2010	By:	/s/ Dale Byers
		Dale Byers
		Chief Financial Officer and Treasurer
		(principal financial and accounting officer)

Date: July 26, 2010	By:	/s/ Dale Byers
		Dale Byers
		President and Chief Executive Officer

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

Large accelerated filer o		Accelerated filer o

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

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

Item 6.	Exhibits.

	(a)		Exhibits furnished as Exhibits hereto: