-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dk8tljzmf0eWMg1gVUBGyvTagnzaRSJJi7aFYvts1nHqWp7IDTpXT4Z+f1W5S6yG Yma22WLTM7XK2KygkQDb7Q== 0001214782-10-000099.txt : 20100510 0001214782-10-000099.hdr.sgml : 20100510 20100510091557 ACCESSION NUMBER: 0001214782-10-000099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100510 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100510 DATE AS OF CHANGE: 20100510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDCAREERS GROUP, Inc. CENTRAL INDEX KEY: 0001438901 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 261580812 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-152444 FILM NUMBER: 10814387 BUSINESS ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY STREET 2: SUITE 2925 CITY: ATLANTA STATE: 2Q ZIP: 30328 BUSINESS PHONE: 8664727781 MAIL ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY STREET 2: SUITE 2925 CITY: ATLANTA STATE: 2Q ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Rx Scripted, Inc. DATE OF NAME CHANGE: 20080630 8-K 1 medcareers8k051010.htm MEDCAREERS GROUP, INC. FORM 8-K DATED MAY 10, 2010 medcareers8k051010.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: May 10, 2010
Date of Earliest Event Reported: May 10, 2010

MEDCAREERS GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada
333-152444
26-1580812
(State or other
jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S.
Employer
Identification No.)

Five Concourse Parkway, Suite 2925
Atlanta, GA  30328
(Address of principal executive offices)

1100 Hammond Drive Suite 410-A303
Atlanta, GA  30328
(Address of former principal executive offices)

Registrant's telephone number, including area code: (866) 472-7781

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[__]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[__]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[__]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[__]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 

 
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 10, 2010, MedCareers Group, Inc. (the “Company,” “we,” and “us”) entered into a letter of intent to acquire a nurse staffing company.

The formal closing of the transaction is anticipated to occur by May 31, 2010.  The Company expects to have debt financing available for the closing cash requirement and between the debt financing and the revenue generated from the acquired business, the Company believes that there will be ample cash available to make the required monthly payments. 

Attached as Exhibit 99.1 is a press release describing some of the preliminary terms of the agreement.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
EXHIBIT NO.
DESCRIPTION
   
   
   
99.1*
Press Release

* Filed herewith.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

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, hereunto duly authorized.
 
 
MEDCAREERS GROUP, INC.
 
     
Date: May 10, 2010
By: /s/ Robert Bryan Crutchfield       
 
 
Robert Bryan Crutchfield
 
 
Chief Executive Officer
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
Exhibit 99.1
 
 
FOR IMMEDIATE RELEASE:

 MedCAREERS GROUP, INC. Enters Into Letter of Intent To Acquire
Nurse Staffing Company – Result of Strategic Alliance With PHP

Atlanta, GA – May 10, 2010 — MedCAREERS GROUP, Inc. (the “Company”) (OTCBB: MCGI)   MedCAREERS Group, Inc. today announced that it has entered into a letter of intent to acquire a nurse staffing company located in the Southeast.  The acquisition target has annual revenues of approximately $3.9 million and has an operating cash flow of approximately $180,000 per year.  The transaction is structured as an asset purchase and is subject to due diligence, financing, and completion of definitive documentation.  The purchase price for the assets is approximately $500,000 with 50% of the purchase price being financed over time by the sellers.

MedCAREERS Group, Inc. CEO Bryan Crutchfield commented that:  “This is the first of many targets we expect to pursue through our new alliance with PHP.  The staffing business is very scalable so as long as we can add profitable companies to the mix, the staffing division should be profitable and add value to MCGI.”

Also commenting on the announced targeted acquisition, Chris Eales, President of PHP added:  “This acquisition is one that PHP has known of for a while.  Although it appears small based on current revenue levels, I believe there are opportunities to expand this business quickly, which makes it attractive.”

About MedCAREERS GROUP, Inc.:

MedCAREERS GROUP, Inc.’s  (www.medcareersgroup.com) mission is to become a leader in the healthcare career arena with a focus on the healthcare professional.  MedCAREERS Group’s goal is to build itself into a complete resource for the healthcare professional with an emphasis and understanding of what healthcare professionals need as a resource to assist them in maximizing their careers.  MedCAREERS Group aims to be the "go to" place for the healthcare professional community.  MedCAREERS Group intends to offers easy, comprehensive solutions and information that is exclusively healthcare related.
 
 

 
 
 

 
This press release may contain forward-looking statements, including information about management’s view of the Company’s future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”). In particular, when used in the preceding discussion, the words "believes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of the Company, and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents the Company files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by the Company.

Company & Investor Relations Contact:

Investor Relations Department
1-888-789-4254
ir@medcareersgroup.com

www.medcareersgroup.com
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


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