-----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, QKsYR6JjTy+tw6S3CRALW/4/i4QHCuZCNEcRo1HSIIhRVptRaxPHDbmAjdgjhjZI g7wJDFm5wuiumLyMvnHrUw== 0001432093-10-000102.txt : 20100302 0001432093-10-000102.hdr.sgml : 20100302 20100302172915 ACCESSION NUMBER: 0001432093-10-000102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100302 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100302 DATE AS OF CHANGE: 20100302 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: 10650366 BUSINESS ADDRESS: STREET 1: 1100 HAMMOND DRIVE SUITE 410-A303 CITY: ATLANTA STATE: 2Q ZIP: 30328 BUSINESS PHONE: 8664727781 MAIL ADDRESS: STREET 1: 1100 HAMMOND DRIVE SUITE 410-A303 CITY: ATLANTA STATE: 2Q ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Rx Scripted, Inc. DATE OF NAME CHANGE: 20080630 8-K 1 medcareers8k030210.htm medcareers8k030210.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: March 2, 2010
Date of Earliest Event Reported: March 2, 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.)

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

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 or around March 2, 2010, MedCareers Group, Inc. (the “Company,” “we,” and “us”) entered into an agreement to acquire the business www.workabroad.com (“Workabroad.com” and the “Purchase”).  The purchase price will be approximately $225,000, with 10% paid at closing and the balance payable at a rate of $2,248.17 per month, based on a 10 year amortizing loan with interest at 6% with a balloon payment of all unpaid principal and interest due 36 months after closing, with no conversion features and no dilution to Company shareholders.

The Company expects to complete the transaction within approximately 30 days. The Company expects to have debt financing available for the closing cash requirement and between the debt financing and the revenue generated from the Workabroad.com website, the Company believes that there will be ample cash available to make the required monthly payments.

Workabroad.com is currently a portal for a variety of job related postings that focuses on international opportunities for job seekers who live outside of the United States.

The Company plans to file the definitive documents and describe the Purchase and Workabroad.com in greater detail, including Form 10 type information regarding Workabroad.com, and audited financial statements associated therewith.

Attached as Exhibit 99.1 is a press release describing the proposed Purchase.

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

* Filed herewith.
 
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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: March 2, 2010
By: /s/ Robert Bryan Crutchfield
 
 
Robert Bryan Crutchfield
 
 
Chief Executive Officer
 


 

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

MedCAREERS GROUP, Inc.

 Agrees To Acquire Workabroad.com

Atlanta, GA – March 2, 2010 — MedCAREERS GROUP, Inc. (the “Company”) (OTCBB: MCGI) today announced that it has reached an agreement to acquire the domain name workabroad.com.  Workabroad.com is currently a portal for a variety of job related postings that focuses on international opportunities for job seekers who live outside of the United States.

The transaction is scheduled to close as soon as the definitive legal documentation is prepared and due diligence is completed, which is expected to be no longer than 30 days from today.  The acquisition of workabroad.com is an asset purchase and no employees will be added to the Company as a result of the transaction.

MedCAREERS GROUP CEO Bryan Crutchfield commented on the transaction:  “Workabroad.com is a tremendous domain name for furthering our strategy of providing information to and facilitating the life and careers of healthcare professionals.  There are a number of international healthcare professionals that currently visit workabroad.com and we intend to expand the offerings on the website to further meet the needs of these people.  I believe that the international scope of workabroad.com will work well with MedCAREERS.com, which we announced in our press release on February 26, 2010.”

About MedCAREERS GROUP, Inc.:

MedCAREERS GROUP  (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
1-866-472-7781
ir@medcareersgroup.com
www.medcareersgroup.com

 
 

 

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