UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


________________




FORM
10-K




ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934




FOR
THE FISCAL YEAR ENDED MARCH 31, 2009




Commission File
Number:333-15197


_______________________________




MEDISTAFF
CORPORATION


(Exact
name of registrant as specified in its charter)




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







1780
West 9000 South


Suite
218


West Jordan, Utah
84088-6501


(Address
of principal executive offices, including zip code)




(801)
230-4761


(Registrant's
telephone number, including area code)




Securities
registered pursuant to Section 12(b) of the Act:


Common
Stock, $0.001 par value per share




Title
      of class
            
            Name
      of each exchange on which registeredCommon
      Stock. $0.001 par value per share
            
            None




Securities
registered pursuant to Section 12(g) of the Act:


None




1





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
405 of the Securities Act.    Yes o  
No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act.    Yes x   No o




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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    o





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. (Check
one):




Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer o
              (Do
      not check if smaller reporting company)
            
            Smaller
      Reporting Company x




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
June 23, 2009, no market price existed for voting and non-voting common equity
held by non-affiliates of the registrant.





As of
June 23, 2009, the Registrant had outstanding 5,331,016 shares of Common Stock
with a par value of $0.001 per share.




DOCUMENTS
INCORPORATED BY REFERENCE




The
following documents (or portions thereof) are incorporated herein by
reference:  registration statement and exhibits thereto filed on Form
S-1 May 27, 2008 are incorporated by reference within Part I and Part II
herein.


2








INDEX


MEDISTAFF
CORPORATION




PAGE NOPART IITEM 1.
                          BUSINESS
                          4ITEM 1A.
                          RISK
      FACTORS
                          6ITEM 2.
                          PROPERTIES
                          8ITEM 3.
                          LEGAL
      PROCEEDINGS
                          8ITEM 4.
                          SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                          8PART IIITEM 5.
                          MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                          9ITEM 6.
                          SELECTED
      FINANCIAL DATA
                          9ITEM 7.
                          MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                          10ITEM 7A.
                          QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                          11ITEM 8.
                          FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                          11ITEM 9.
                          CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                          11ITEM 9A.
                          CONTROLS
      AND PROCEDURES
                          11ITEM 9B.
                          OTHER
      INFORMATION
                          14PART IIIITEM 10.
                          DIRECTORS
      AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                          14ITEM 11.
                          EXECUTIVE
      COMPENSATION
                          15ITEM 12.
                          SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                          16ITEM 13.
                          CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                          16ITEM 14.
                          PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                          16PART IVITEM 15.
                          EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                          16SIGNATURES
                          18




3





PART
I.




Cautionary
Note




This
Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, which are subject to a number of risks
and uncertainties. All statements that are not historical facts are
forward-looking statements, including statements about our business strategy,
the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements,
uncertainty regarding our future operating results and our profitability,
anticipated sources of funds and all plans, objectives, expectations and
intentions and the statements regarding future potential revenue, gross margins
and our prospects for fiscal 2009. These statements appear in a number of places
and can be identified by the use of forward-looking terminology such as "may,"
"will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "future," "intend," or "certain" or the negative of these terms or
other variations or comparable terminology, or by discussions of
strategy.




Actual results may vary materially
from those in such forward-looking statements as a result of various factors
that are identified in "Item 7—Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Item 1A.—Risk Factors" and
elsewhere in this document. No assurance can be given that the risk factors
described in this Annual Report on Form 10-K are all of the factors that
could cause actual results to vary materially from the forward-looking
statements. All forward-looking statements speak only as of the date of this
Annual Report on Form 10-K. Readers should not place undue reliance on
these forward-looking statements and are cautioned that any such forward-looking
statements are not guarantees of future performance. We assume no obligation to
update any forward-looking statements.




References in this Annual Report on
Form 10-K to (i) the "Company," the "Registrant,"
"MediStaff”  "we," "our”, and "us" refer to MediStaff
Corporation.




Investors and security holders may
obtain a free copy of the Annual Report on Form 10-K and other documents
filed by MediStaff with the Securities and Exchange Commission ("SEC") at the
SEC's website at http://www.sec.gov. Free copies of the Annual Report on
Form 10-K and other documents filed by MediStaff with the SEC may also be
obtained from MediStaff Corporation by directing a request to: Dale Byers,
President and Chief Executive Officer, 1780 West 9000 South, Suite 218, West
Jordan, UT 84088-6501.





ITEM
1      BUSINESS




General





MediStaff
Corporation was incorporated in the State of Nevada on March 13, 2008 with our
office located at 1780 West 9000 South, Suite 218, West Jordan, Utah 84088-6501.
Our telephone number is (801) 230-4761. Our facsimile number is (772)
226-5557.





Company
History




MediStaff
is a development stage medical staffing company. We have never declared
bankruptcy, we have never been in receivership, and we have never been involved
in any legal action or proceedings. Since becoming incorporated, MediStaff has
not made any significant purchase or sale of assets, nor has it been involved in
any mergers, acquisitions, or consolidations.  MediStaff has no
subsidiaries.  Our fiscal year end is March 31st.  We have
no revenues, have achieved only losses since inception, have no operations, and
have been issued a going concern opinion from our auditors.





4





Business
Development




To date,
our business activities have been limited to organizational matters, the
preparation and filing of our registration statement, maintaining our reporting
requirements, and research of 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.





Compliance
with Government Regulation




We are
not aware of any direct governmental regulation; however, the
healthcare professionals we plan to represent will be required to be adequately
licensed and certified under applicable state laws.  While we plan to
take reasonable steps to ensure the validity and adequacy of licenses and
certifications held by each individual, such licensure and certification will
not be the sole responsibility of MediStaff.





Plan
of Operation





Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital. This is because we have not
generated any revenues and no revenues are anticipated until we begin operating
activities. Accordingly, we must raise proceeds from sources other than
operations in order to continue as a going concern.  Our only source
for cash at this time is investments by others in the Company’s common
stock.





As of
March 31, 2009 we have sold approximately 56,000 common shares through our
registered offering as filed on Form S-1, May 27, 2008 (deemed effective June
10, 2008).  We are authorized to sell an additional 944,000 common
shares through this offering at a fixed price of $0.10 per share, which
management intends to continue to pursue for at least the first and second
quarters of our fiscal year ended March 31, 2010.  Investors must be
aware that as of the date of this report there is no market for our common
stock.  The Company cannot provide any guarantee or assurance a market
will ever develop for the common stock.  If a market is not developed
the result would be a complete loss of any investment made into the
Company.





Management
believes it has enough cash on hand to maintain its status as a reporting
Company for the next three months.  As such, the Company must raise
proceeds within the next three months in order to continue as a going concern
and maintain its status as a reporting company for the next twelve
months.  If the Company is unable to secure additional proceeds within
this timeframe the business would likely fail and an investment made into the
Company by an investor would be lost in its entirety.




Limited
Operating History; Need for Additional Capital





There is
no historical financial information about us upon which to base an evaluation of
our performance. MediStaff was incorporated in the State of Nevada on March 13,
2008.




5





MediStaff
has raised a total of approximately $30,100 from the sale of its common
stock.  As of March 31, 2009, we had a balance of $13,055 in cash with
liabilities of $3,090 in accounts payable.   The Company will be
required to raise additional funds in order to pay the fees associated with
maintaining its status as a reporting company, as defined under the Securities
Act of 1934 and fund costs associated with implementing its business
strategy.  We estimate that we will be required to raise a minimum of
$20,000 over the course of the next twelve months in order to cover expenses
related to maintaining its status as a reporting company (legal, auditing, and
filing fees) and continue as a going concern.  There is no assurance
we will receive the required financing to continue as a going concern or raise
the required proceeds to complete and implement our business
strategies.  Even if we are successful in raising proceeds from the
offering we have no assurance that future financing will be available to us
on acceptable terms. If financing is not available on satisfactory terms,
we may be unable to continue, develop or expand our
operations.





MediStaff
has no plans to undertake product research and development during the term
covered herein. There are also no plans or expectations to purchase or sell any
plant and or significant equipment in the upcoming fiscal year.





Employees





Other
than MediStaff’s Director and Executive Officer who is currently donating his
time to the development of the Company, there are no employees of the Company.
We have no intention to hire employees until the business has been successfully
funded.





Employment
Agreements




There are
no employment agreements.




ITEM
1A    RISK FACTORS




Factors
Affecting Future Operating Results




This
Annual Report on Form 10-K contains forward-looking statements concerning
our future business, expenses, revenue, liquidity, and cash needs, as well as
our plans and strategies. These forward-looking statements are based on current
expectations and we assume no obligation to update this information, except as
required by applicable laws and regulations. Numerous factors could cause actual
results to differ significantly from the results described in these
forward-looking statements, including the following risk factors.




Investing
in our securities involves a high degree of risk. The following risk factors,
issues and uncertainties should be considered when evaluating our future
prospects. In particular, please consider these risk factors when reading
"forward-looking" statements which appear throughout this report.
Forward-looking statements relate to our expectations for future events and time
periods. Generally, words such as "expect," "intend," "anticipate" and similar
expressions identify forward-looking statements. Each of these forward-looking
statements involves risks and uncertainties, and future events and circumstances
could differ significantly from those anticipated in the forward-looking
statements. Any one of the following risks could harm our operating results or
financial condition and could result in a significant decline in value of an
investment in us. Further, additional risks and uncertainties that have not yet
been identified or which we currently believe are immaterial may also harm our
operating results and financial condition.




PLEASE
CONSIDER THE FOLLOWING RISK FACTORS CAREFULLY PRIOR TO INVESTING IN OUR COMMON
STOCK.




6





Because
our auditors have issued a going concern opinion, there is substantial
uncertainty we will continue activities in which case you could lose your
investment.




Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.




Our sole Officer
and Director provides services to us on a part-time basis and has no experience
managing a public company. As a result, we may be unable to sell the shares in
our offering, develop our business, and manage our public reporting
requirements.





Our
operations depend on the efforts of Dale Byers, our sole officer, director, and
employee.  Mr. Byers has no experience related to public company
management, nor as a principal accounting officer.  Because of this, Mr.
Byers may be unable to offer and sell the shares in our registered offering,
develop our business, and manage our public reporting requirements.  We
cannot guarantee you that we will overcome any such obstacle.





Mr. Byers
is involved in other business opportunities and may face a conflict in selecting
between MediStaff and his other business interests.  We have not formulated
a policy for the resolution of such conflicts.  If we lose Mr. Byers to
other pursuits without a sufficient warning, we may, consequently, go out of
business.





MediStaff
Corporation has no clients to date, and may not develop sufficient clients to
stay in business.





MediStaff
has not sold any products or provided any services, and may be unable to do so
in the future. In addition, if we are unable to develop sufficient customers for
our products and services, we will not generate enough revenue to sustain our
business, and may have to adjust our business plan, or it may fail.





Fluctuations
in patient occupancy at hospitals and healthcare facilities may adversely affect
the demand for our services and therefore the profitability of our
business.





Demand
for our proposed temporary healthcare staffing services is significantly
affected by the general level of patient occupancy at hospital and healthcare
facilities.  When occupancy increases, hospitals and other healthcare
facilities often add temporary employees before full-time employees are hired.
 As occupancy decreases, hospitals and other healthcare facilities
typically reduce their use of temporary employees before undertaking layoffs of
their regular employees.  In addition, we may experience more competitive
pricing pressure during periods of occupancy downturn.  Occupancy at
hospitals and healthcare facilities also fluctuates due to the seasonality of
some elective procedures.  Such fluctuations in patient occupancy may
adversely affect our revenues and earnings.








Purchasers
in our S-1 offering effective June 10, 2008 will have limited control over
decision-making because Dale Byers, our sole Officer, Director, employee and
stockholder controls 93.8% of our issued and outstanding common
stock.





Dale
Byers, our sole Director, executive officer and employee beneficially owns 93.8%
of the outstanding common stock as of March 31, 2009.  As a result of such
ownership, investors in our common stock will have limited control over matters
requiring approval by our security holders, including the election of
directors.  Such concentrated control may also make it difficult for
our stockholders to receive a premium for their shares of our common stock in
the event we enter into transactions which require stockholder
approval





7





Investors
may lose their entire investment if we fail to implement our business
plan.





As a
development stage company, we expect to face substantial risks, uncertainties,
expenses and difficulties.  We were formed on March 13, 2008.  We have
no demonstrable operations record on which you can evaluate our business and
prospects.  We have yet to commence planned operations.  As of the
date of this annual report on Form 10-K, we have had only limited start-up
operations and generated no revenues.  We cannot guarantee that we will be
successful in accomplishing our objectives.





Because there is currently no public
trading market for our common stock, you may not be able to resell your
stock.




There is
currently no public trading market for our common stock. Therefore there is no
central place, such as stock exchange or electronic trading system to resell
your shares.  If a public market is not developed in the future
shareholders would not be able to sell their shares and any investment would be
lost in its entirety.




Because
we do not have an audit committee, stockholders will have to rely on the sole
director, who is not independent, to perform these functions.





We do not
have an audit or compensation committee comprised of independent directors.
These functions are performed by the Board of Directors as a whole. The sole
member of the Board of Directors is not an independent Director. Thus, there is
a potential conflict in that the sole board member is also engaged
in management and participates in decisions concerning management
compensation and audit issues that may affect management
performance.





These
risk factors, individually or occurring together, would likely have a
substantially negative effect on MediStaff’s business and would likely cause it
to fail.




ITEM
2      PROPERTIES


MediStaff
uses an administrative office located at 1780 West 9000 South, Suite 218, West
Jordan, Utah 84088. Office space is currently being provided free of charge at
this location by our sole Officer and Director. There are no proposed programs
for the renovation, improvement, or development of the facilities currently in
use.





The
Company’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.  The Company 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.







ITEM
      3
            LEGAL
      PROCEEDINGS





MediStaff
is not currently a party to any legal proceedings. There are no known pending
legal or administrative proceedings against MediStaff.





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




ITEM
      4
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS


None.




8





PART
II




ITEM 5
            MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES




As of the
date of this Form 10-K, the Company has 5,331,016 common shares issued and
outstanding.  We are authorized to issue 75,000,000 common
shares.




Sales of Unregistered
Securities.    On March 17, 2008, the Company issued
5,000,000 shares of common stock to its sole officer and director at $0.005 per
share for total cash of $25,000. In addition, the Company issued on the same
day, 275,016 shares of common stock to a consultant at $0.005 per share as
prepayment for $1,375 in future services. (Note 7 – Prepaid Expense). The
Company relied on Section 4(2) of the Securities Act as its exemption from
registration when it issued the shares of common stock.  All initial
stockholders agreed to hold the shares for investment purposes only and to
transfer such shares only in a registered offering or in reliance upon an
exemption therefrom.





Sales of Registered
Securities.  On various dates throughout the year ended March
31, 2009, the Company issued 56,000 shares of common stock at $.10 per share for
total cash of $5,100, net of $500 in offering costs offset against additional
paid-in capital.  The stock was issued pursuant to a public offering
on Form S-1 filed with the SEC on May 27, 2008.





Issuer Purchases of Equity
Securities.    None during the Fiscal
Year.





Dividends.    We
did not declare or pay dividends during the Fiscal Year and do not anticipate
declaring or paying dividends in fiscal year 2010.








ITEM 6
            SELECTED FINANCIAL
  DATA




Summary of Financial
Data




As
      of and for the year ended March 31, 2009Revenues
                    
                    $
                    0Operating
      Expenses
                    
                    $
                    (21,425
                    )Net
      Loss
                    
                    $
                    (21,510
                    )Total
      Assets
                    
                    $
                    13,055Total
      Liabilities
                    
                    $
                    3,090Total
      Stockholder’s Equity
                    
                    $
                    9,965






9





ITEM 7
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF
OPERATIONS




The
following discussion is intended to assist in the understanding and assessment
of significant changes and trends related to the results of operations and
financial condition of MediStaff. This discussion and analysis should be read in
conjunction with our financial statements and notes thereto included elsewhere
in this Annual Report on Form 10-K for the fiscal year ended March 31,
2009.




Cautionary
Statement




This
notice is intended to take advantage of the "safe harbor" provided by the
Private Securities Litigation Reform Act of 1995 with respect to forward-looking
statements. Except for the historical information contained herein, the matters
discussed should be considered forward-looking statements and readers are
cautioned not to place undue reliance on those statements. The forward-looking
statements in this discussion are made based on information available as of the
date hereof and are subject to a number of risks and uncertainties that could
cause the Company's actual results and financial position to differ materially
from those expressed or implied in the forward-looking statements and to be
below the expectations of public market analysts and investors. These risks and
uncertainties include, but are not limited to, those discussed in
"Item 1A.—Risk Factors" under the heading "Factors Affecting Future
Operating Results." The Company undertakes no obligation to publicly release the
results of any revisions to these forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events, except as required by applicable laws and
regulations.




Critical
Accounting Policies




The
preparation of our financial statements and notes thereto requires management to
make estimates and assumptions that affect the amounts and disclosures reported
within those financial statements. On an ongoing basis, management evaluates its
estimates, including those related to revenue recognition, contingencies,
litigation, and income taxes. Management bases its estimates and judgments on
historical experiences and on various other factors believed to be reasonable
under the circumstances. Actual results under circumstances and conditions
different than those assumed could result in differences from the estimated
amounts in the financial statements. There have been no material changes to
these policies during the fiscal year.




Executive
Overview




This past
year, the focus of the Company was primarily on preparing and filing the
registration statement on Form S-1 in order to register 1,000,000 common shares
to be sold as a direct offering to the public at a price of $0.10 per share to
fund the anticipated medical staffing business activities and maintain the
status of the Company as a reporting company as defined by the Securities and
Exchange Commission.  To date we have sold 56,000 common shares
pursuant to our registered offering.  Our focus will be to continue to
raise additional proceeds through our registered offering for at least the first
and second quarters of our fiscal year ended March 31, 2010.




Shareholder
Transactions




On March
17, 2008, 5,000,000 shares of our common stock were purchased by our Chief
Executive Officer/Director, Dale Byers at $.005 per share for total proceeds of
$25,000, and 275,016 shares of common stock were issued to a consultant at $.005
per share in exchange for $1,375 in consulting services.  The Company
relied on Section 4(2) of the Securities Act as its exemption from registration
when it issued the shares of common stock.  On various dates during
the year ended March 31, 2009, the Company issued 56,000 shares of common stock
at $.10 per share for total cash of $5,100. The stock was issued pursuant to a
public offering on Form S-1 filed with the SEC on May 27, 2008





·
            The
      size of the Company's Board of Directors was determined to be one;
      and·
            Mr.
      Byers was elected as the sole member of the Board of
      Directors.


10





Fiscal
Year




Revenue.The
Company has not generated any revenues.  As of March 31, 2009 the only
proceeds received by the Company have been approximately $30,100 (net of
offering costs) through the sale of its common stock.




Liquidity
and Capital Resources




We will
require significant amounts of working capital to begin our proposed medical
staffing business and to pay expenses relating to maintaining the status of a
reporting company including legal, accounting and filing fees.  We
currently have $13,055 of cash available.  We must raise additional
proceeds of $20,000 over the course of the next twelve months in order to cover
expenses related to maintaining its status as a reporting company (legal,
auditing, and filing fees).





There is
no assurance we will receive the required financing to complete our business
strategies.  Even if we are successful in raising proceeds from the
offering we have no assurance that future financing will be available to us
on acceptable terms. If financing is not available on satisfactory terms,
we may be unable to continue, develop or expand our
operations.  If we are unable to accomplish raising adequate funds
then it would be likely that any investment made into the Company would be lost
in its entirety.




Off-Balance
Sheet Arrangements




None.




Contractual Obligations




None.




ITEM
      7A
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




There
currently is no market for our common stock.  We do not currently hold
any market risk sensitive instruments entered into for hedging transaction risks
related to foreign currencies. In addition, we have not entered into any
transactions with derivative financial instruments for trading
purposes.




ITEM 8
            FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA




Our
financial statements appear beginning on page F-1, immediately following the
signature page of this report.





ITEM 9
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL
DISCLOSURE




None.


ITEM 9A
              CONTROLS AND
      PROCEDURES
 
 Disclosure
Controls and Procedures
 
 Management
of MediStaff Corporation is responsible for maintaining disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits under the Securities Exchange
Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms.


11


In
addition, the disclosure controls and procedures must ensure that such
information is accumulated and communicated to the Company’s management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required financial and other
required disclosures.









MediStaff
will continue to create and refine a structure in which critical accounting
policies and estimates are identified, and together with other complex areas,
are subject to multiple reviews by accounting personnel. In addition, MediStaff
will enhance and test our year-end financial close process. Additionally,
MediStaff’s audit committee will increase its review of our disclosure controls
and procedures. Finally, we plan to designated individuals responsible for
identifying reportable developments. We believe these actions will remediate the
material weakness by focusing additional attention and resources in our internal
accounting functions. However, the material weakness will not be considered
remediated until the applicable remedial controls operate for a sufficient
period of time and management has concluded, through testing, that these
controls are operating effectively.





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Internal control over financial reporting
is a process designed to provide reasonable assurance to our management and
board of directors regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. Our internal control over
financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect our transactions; (ii) provide reasonable assurance that
transactions are recorded as necessary for preparation of our financial
statements; (iii) provide reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
(iv) provide reasonable assurance that unauthorized acquisition, use or
disposition of company assets that could have a material effect on our financial
statements would be prevented or detected on a timely basis.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because changes in conditions may occur or the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of March 31, 2009. This assessment is based on the criteria for effective
internal control described in Internal Control — Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on
its assessment, management concluded that our internal control over financial
reporting as of March 31, 2009 was not effective in the specific areas
described in the “Disclosure Controls and Procedures” section above and as
specifically described in the paragraphs below.




As of
March 31, 2009 the Principal Executive Officer/Principal Financial Officer
identified the following specific material weaknesses in the Company’s internal
controls over its financial reporting processes:




12




•
Policies and Procedures for the Financial Close and Reporting Process —
Currently there are no policies or procedures that clearly define the roles in
the financial close and reporting process. The various roles and
responsibilities related to this process should be defined, documented, updated
and communicated. Failure to have such policies and procedures in place amounts
to a material weakness to the Company’s internal controls over its financial
reporting processes.
 •
Representative with Financial Expertise — For the year ending March 31,
2009, the Company did not have a representative with the requisite knowledge and
expertise to review the financial statements and disclosures at a sufficient
level to monitor the financial statements and disclosures of the Company.
Failure to have a representative with such knowledge and expertise amounts to a
material weakness to the Company’s internal controls over its financial
reporting processes.
 
 •
Adequacy of Accounting Systems at Meeting Company Needs — The accounting system
in place at the time of the assessment lacks the ability to provide high quality
financial statements from within the system, and there were no procedures in
place or built into the system to ensure that all relevant information is
secure, identified, captured, processed, and reported within the accounting
system. Failure to have an adequate accounting system with procedures to ensure
the information is secure and accurately recorded and reported amounts to a
material weakness to the Company’s internal controls over its financial
reporting processes.
 
 •
Segregation of Duties — Management has identified a significant general lack of
definition and segregation of duties throughout the financial reporting
processes. Due to the pervasive nature of this issue, the lack of adequate
definition and segregation of duties amounts to a material weakness to the
Company’s internal controls over its financial reporting processes.
  In light
of the foregoing, once we have the adequate funds, management plans to develop
the following additional procedures to help address these material
weaknesses:
 
 •
MediStaff will create and refine a structure in which critical accounting
policies and estimates are identified, and together with other complex areas,
are subject to multiple reviews by accounting personnel. In addition, we plan to
enhance and test our month-end and year-end financial close process.
Additionally, our audit committee will increase its review of our disclosure
controls and procedures. We also intend to develop and implement policies and
procedures for the financial close and reporting process, such as identifying
the roles, responsibilities, methodologies, and review/approval process. We
believe these actions will remediate the material weaknesses by focusing
additional attention and resources in our internal accounting functions.
However, the material weaknesses will not be considered remediated until the
applicable remedial controls operate for a sufficient period of time and
management has concluded, through testing, that these controls are operating
effectively.
 
 This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
 
 This
report shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section , and is not incorporated by reference into any filing of the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
  Changes
in Internal Controls
  There
have been no changes in our internal control over financial reporting that
occurred during our fiscal quarter ended March 31, 2009 that have
materially affected, or are reasonable likely to materially affect, our internal
control over financial reporting.
 13






ITEM
      9B
            OTHER
      INFORMATION





None.


PART
III




ITEM 10
            DIRECTORS AND EXECUTIVE
      OFFICERS AND CORPORATE
GOVERNANCE





MediStaff
executive officer and director and his respective age as of March 31, 2009 are
as follows:





Directors:




Name of Director
            AgeDale
      Byers
            34




Executive
Officers:




Name of Officer
            Age
            OfficeDale
      Byers
            34
            President,
      Chief Financial Officer





The term
of office for each director is one year, or until the next annual meeting of the
shareholders.


14





Biographical
Information





Set forth
below is a brief description of the background and business experience of our
executive officer and director for the past year.




Dale Byers,
President, Member of the Board of Directors:Since 2001, Mr.
Byers has purchased and successfully operated three businesses including a large
child care center, a document conversion firm, and a paramedical
company.  He purchased these companies with the intent of using his
management and marketing skills to grow their revenues and profits to build
value and then to sell them for an optimal gain.   He sold the
child care center in 2005 and the document conversion firm in
2007.  Mr. Byers currently owns and operates MyParamed, a paramedical
company, which he purchased in 2005. MyParamed uses a network of qualified
medical professionals, phlebotomists, and nurses, to perform exams across the
country for a variety of purposes, including life insurance applications,
wellness programs, and DNA testing.





Mr. Byers
will be able to spend up to 10 hours per week on the development of MediStaff at
no cost to the Company.




MediStaff’s
sole Officer and Director has not been involved, during the past five years, in
any bankruptcy proceeding, conviction or criminal proceedings; has not been
subject to any order, judgment, or decree, not subsequently reversed or
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and has not been
found by a court of competent jurisdiction, the Commission or the Commodity
Futures trading Commission to have violated a federal or state securities or
commodities law.




ITEM
      11
            EXECUTIVE
      COMPENSATION




Summary Compensation
Table




Name
      and principal position
              
              Fiscal
                Year
              
              Salary
              
              Bonus
              
              Other
      annual compensation
              
              Restricted
      stock
                award(s)
              
              Securities
      underlying
                options/
      SARs
              
              LTIP
                payouts
              
              All
      other
                compensationDale
      Byers
                Director,
      President
              
              2008
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0





There has
been no cash payment paid to the executive officer for services rendered in all
capacities to us for the period ended March 31, 2009. There has been no
compensation awarded to, earned by, or paid to the executive officer by any
person for services rendered in all capacities to us for the fiscal year ended
March 31, 2009.  No compensation is anticipated within the next six
months to any officer or director of the Company.




Stock Option
Grants




MediStaff
did not grant any stock options to the executive officer during the most recent
fiscal period ended March 31, 2009.  MediStaff has also not granted
any stock options to the executive officer of the Company.  15





ITEM 12
            SECURITY OWNERSHIP OF
      CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS





The
following table provides the names and addresses of each person known to
MediStaff to own more than 5% of the outstanding common stock as of March 31,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.


Title
      of class
                  
                  Name
      and address
                    of
      beneficial owner
                  
                  Amount
      of
                    beneficial
      ownership
                  
                  Percent
                    of
      classCommon
      Stock
                  
                  Dale
      Byers
                    1780
      West 9000 South, Suite 218, West Jordan, Utah 84088
                  
                  5,000,000
      shares
                  
                  93.8%




The
percent of class is based on 5,331,016 shares of common stock issued and
outstanding as of March 31, 2009.




ITEM
      13
            CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS, AND DIRECTOR
  INDEPENDENCE





During
the Fiscal Year, there were no material transactions between the Company and any
Officer, Director or related party.  None of the following parties
has, since the date of incorporation, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed transaction
that has or will materially affect us:




-The sole
Officer and Director;




-Any
person proposed as a nominee for election as a director;




-Any
person who beneficially owns, directly or indirectly, shares carrying more than
5% of the voting rights attached to the outstanding shares of common
stock;




-Any
relative or spouse of any of the foregoing persons who have the same house as
such person.





Any
future transactions between us and our Officers, Directors, and Affiliates will
be on terms no less favorable to us than can be obtained from unaffiliated third
parties. Such transactions with such persons will be subject to approval of our
Board of Directors.





ITEM 14
            PRINCIPAL ACCOUNTANT FEES
      AND SERVICES





As of
March 31, 2009 the Company has incurred auditing expenses of approximately
$6,750 which includes bookkeeping and auditing services.  There were
no other audit related services or tax fees incurred.





PART
IV




ITEM 15
            EXHIBITS AND FINANCIAL
      STATEMENT SCHEDULES





(a)
            The
      following documents have been filed as a part of this Annual Report on
      Form 10-K.





1.
            Financial
      Statements





16





MEDISTAFF
CORPORATION


PageReport
      of Independent Registered Public Accounting Firm
              F-2Balance
      Sheets
              F-3Statements
      of Operations
              F-4Statement
      of Changes in Stockholders’ Equity
              F-5Statements
      of Cash Flows
              F-6Notes
      to the Financial Statements
              F-7-12





F-1




Douglas
      W. Child, CPA

                      MartyD.
      Van Wagoner, CPA
                      J.Russ
      Bradshaw,
      CPA
                      William
      R. Denney, CPA
                      Russell
      E. Anderson, CPA
                      Scott
      L. Farnes
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1284W.
      Flint Meadow Dr.#D
                        Kaysville,Utah84037
                        Telephone
      801.927.1337
                        Facsimile
      801.927.1344
                        
                        
                        5296
      S. Commerce Dr. #300
                        Salt
      Lake City,Utah84107
                        Telephone
      801.281.4700
                        Facsimile
      801.281.4701
                        
                        
                        SuiteA,
      5/F
                        Max
      Share Centre
                        373King’s
      Road
                        North
      Point, Hong Kong
                        Telephone
      852.21.555.333
                        Facsimile
      852.21.165.222
                        
                        www.cpaone.net
                        
                        www.cpaone.net
                    
                    REPORT OF INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM
                      
                      To the Board of Directors and
      Stockholders
                      MediStaff
      Corporation
                      
                      We have audited the accompanying
      balance sheets ofMediStaff Corporation(a development stage enterprise)
      (the Company) as of March 31, 2009and 2008, and the related statements of
      operations, changes in stockholders’ equity, and cash flows for the year
      endedMarch 31,
      2009,the period from March 13, 2008
      (inception) through March 31, 2008,and the periodfrom March 13, 2008 (inception)
      through March 31, 2009.These financial statements are the
      responsibility of the Company's management. Our responsibility is to
      express an opinion on these financial statements based on our
      audits.
                      
                      We conducted our audits in
      accordance with the standards of the Public Company Accounting Oversight
      Board (United States of America). Those standards require that we plan and
      perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement.  The Company
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audits included
      consideration of internal control over financial reporting as a basis for
      designing audit procedures that are appropriate in the circumstances, but
      not for the purpose of expressing an opinion on the effectiveness of the
      Company’s internal control over financial reporting. Accordingly, we
      express no such opinion. An audit also includes examining, on a test
      basis, evidence supporting the amounts and disclosures in the financial
      statements, assessing the accounting principles used and significant
      estimates made by management, as well as evaluating the overall financial
      statement presentation. We believe that our audits provide a reasonable
      basis for our opinion.
                      
                      In our opinion, the financial
      statements referred to above present fairly, in all material respects, the
      financial position ofMediStaff Corporationas of March 31,2009and 2008, and the results of its
      operations and cash
      flows for the yearendedMarch 31,
      2009,the period from March 13, 2008
      (inception) through March 31, 2008,andthe periodfrom March 13, 2008
      (inception)through
      March 31, 2009, in conformity with accounting
      principles generally accepted in the United States of
      America.
                      
                      The accompanying financial
      statements have been prepared assuming the Company will continue as a
      going concern.  As discussed in financial statement Note4,the Company has incurred losses
      since inception, and has not engaged in any operations.  This raises
      substantial doubt about the Company’s ability to meet its obligations and
      to continue as a going concern. Management’s plans in regard to this
      matter are described in Note4.  The financial statements
      do not include any adjustments that might result from the outcome of this
      uncertainty.
                      
                      /s/ Child, Van Wagoner &
      Bradshaw, PLLC
                      Child, Van Wagoner & Bradshaw,
      PLLC
                      Salt Lake City,
      Utah
                      June 18,
    2009


F-2





MEDISTAFF
      CORPORATION(A
      Development Stage Enterprise)Balance
      SheetsMarch
      31,2009
                  
                  2008ASSETSCurrent
      assetsCash
                  
                  $
                  13,055
                  
                  
                  $
                  12,500Prepaid
      expenses
                  
                  
                  -
                  
                  
                  
                  13,875Total
      current assets
                  
                  
                  13,055
                  
                  
                  
                  26,375Total
      assets
                  
                  $
                  13,055
                  
                  
                  $
                  26,375LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                  
                  $
                  3,090
                  
                  
                  $
                  -Total
      current liabilities
                  
                  
                  3,090
                  
                  
                  
                  -Stockholders'
      EquityCommon
      stock, $.001 par value; 75,000,000 shares authorized, 5,331,016 and
      5,275,016 shares issued and outstanding at March 31, 2009 and 2008,
      respectively
                  
                  
                  5,331
                  
                  
                  
                  5,275Additional
      paid-in capital
                  
                  
                  26,144
                  
                  
                  
                  21,100Deficit
      accumulated during the development stage
                  
                  
                  (21,510
                  )
                  
                  
                  -Total
      stockholders' equity
                  
                  
                  9,965
                  
                  
                  
                  26,375Total
      liabilities and stockholders' equity
                  
                  $
                  13,055
                  
                  
                  $
                  26,375See
      accompanying notes to financial statements





F-3





MEDISTAFF
      CORPORATION(A
      Development Stage Enterprise)Statements
      of OperationsYear
      ended March 31, 2009
                
                
                Period
      from March 13, 2008 (inception) to March 31, 2008
                
                
                Period
      from March 13, 2008 (inception) to March 31, 2009Revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                -Operating
      expensesProfessional
      fees
                
                
                21,375
                
                
                
                -
                
                
                
                21,375Other
      general & administrative
                
                
                50
                
                
                
                -
                
                
                
                50Total
      operating expenses
                
                
                21,425
                
                
                
                -
                
                
                
                21,425Other
      income (expense)Interest
      income
                
                
                5
                
                
                
                
                
                
                
                5Interest
      expense
                
                
                (90
                )
                
                
                
                
                
                
                (90
                )Total
      other income (expense)
                
                
                (85
                )
                
                
                -
                
                
                
                (85
                )Net
      loss
                
                $
                (21,510
                )
                
                $
                -
                
                
                $
                (21,510
                )Basic
      and diluted loss per common share
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average shares outstanding
                
                
                5,314,178
                
                
                
                5,275,016See
      accompanying notes to financial statements





F-4






MEDISTAFF
      CORPORATION(A
      Development Stage Enterprise)Statement
      of Changes in Stockholders' EquityPeriod
      of March 13, 2008 (Inception) to March 31, 2009Common
      Stock
                
                Additional
      Paid-in Capital
                
                Deficit
      Accumulated during the Development Stage
                
                TotalShares
                
                AmountBalance,
      March 13, 2008 (Inception)
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Common
      stock issued for cash, $.005 per share, March 17, 2008 (Note
      3)
                
                
                5,000,000
                
                
                
                5,000
                
                
                
                20,000
                
                
                
                -
                
                
                
                25,000Common
      stock issued as prepayment for services, $.005 per share, March 17, 2008
      (Note 3)
                
                
                275,016
                
                
                
                275
                
                
                
                1,100
                
                
                
                -
                
                
                
                1,375Net
      loss for period of March 13, 2008 (inception) to March 31,
      2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Balance,
      March 31, 2008
                
                
                5,275,016
                
                
                
                5,275
                
                
                
                21,100
                
                
                
                -
                
                
                
                26,375Common
      stock issued for cash, $.10 per share less $500 offering costs, August 15,
      2008
                
                
                56,000
                
                
                
                56
                
                
                
                5,044
                
                
                
                -
                
                
                
                5,100Net
      loss for the year ended March 31, 2009
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (21,510
                )
                
                
                (21,510
                )Balance,
      March 31, 2009
                
                
                5,331,016
                
                
                $
                5,331
                
                
                $
                26,144
                
                
                $
                (21,510
                )
                
                $
                9,965See
      accompanying notes to financial statements





F-5






MEDISTAFF
      CORPORATION(A
      Development Stage Enterprise)Statements
      of Cash FlowsYear
      ended March 31, 2009
                
                Period
      from March 13, 2008 (inception) to March 31, 2008
                
                Period
      from March 13, 2008 (inception) to March 31, 2009Cash
      flows from operating activitiesNet
      loss
                
                $
                (21,510
                )
                
                $
                -
                
                
                $
                (21,510
                )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesCommon
      stock issued for services
                
                
                -
                
                
                
                1,375
                
                
                
                1,375Changes
      in operating assets and liabilities:(Increase)
      decrease in prepaid expenses
                
                
                13,875
                
                
                
                (13,875
                )
                
                
                -Increase
      in accounts payable
                
                
                3,090
                
                
                
                -
                
                
                
                3,090Net
      cash used in operating activities
                
                
                (4,545
                )
                
                
                (12,500
                )
                
                
                (17,045
                )Cash
      flows from investing activities
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      flows from financing activitiesProceeds
      from sale of common stock
                
                
                5,100
                
                
                
                25,000
                
                
                
                30,100Net
      cash provided by financing activities
                
                
                5,100
                
                
                
                25,000
                
                
                
                30,100Increase
      in cash
                
                
                555
                
                
                
                12,500
                
                
                
                13,055Cash
      at beginning of period
                
                
                12,500
                
                
                
                -
                
                
                
                -Cash
      at end of period
                
                $
                13,055
                
                
                $
                12,500
                
                
                $
                13,055Supplemental
      disclosure of non-cash investing and financing activities:Issuance
      of 275,016 shares of common stock for professional and consulting
      services
                
                $
                -
                
                
                $
                1,375
                
                
                $
                1,375Supplemental
      cash flow Information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -See
      accompanying notes to financial statements


F-6






MEDISTAFF
CORPORATION


(A
Development Stage Enterprise)


Notes
to Financial Statements


For
the Year Ended March 31, 2009 and the Period of March 13, 2008 (Inception)
to


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





A summary
of significant accounting policies of MediStaff Corporation (A Development Stage
Enterprise) (the “Company”) is presented to assist in understanding the
Company’s financial statements. The accounting policies presented in these
footnotes conform to accounting principles generally accepted in the United
States of America and have been consistently applied in the preparation of the
accompanying financial statements. These financial statements and notes are
representations of the Company’s management who are responsible for their
integrity and objectivity.





Note
1 – Nature of Business





The
Company was incorporated in the State of Nevada on March 13, 2008, and has a
fiscal year-end of March 31.  The Company plans to become a
full-service temporary personnel agency providing qualified, experienced,
temporary medical staff to hospitals, clinics, and nursing homes. This market
has been addressed to some extent by larger, general temporary staffing
agencies, but has not been fully served. The Company will offer a high quality
alternative to the current offering of temporary medical staffing
companies





Note
2 – Summary of Significant Accounting Policies





Development Stage
Enterprise





The
Company has realized no revenues from its planned business purpose and,
accordingly, is considered to be in its development stage as defined in SFAS No.
7, “Accounting and Reporting
by Development Stage Enterprises.”The Company has devoted substantially
all of its efforts to business planning, and development. Additionally, the
Company has allocated a substantial portion of its time and investment in
bringing its product to the market, and the raising of capital.




Cash





For
financial statement presentation purposes, the Company considers short-term,
highly liquid investments with original maturities of three months or less to be
cash and cash equivalents.  The Company maintains cash and cash
equivalent balances at a financial institution that is insured by the Federal
Deposit Insurance Corporation up to $250,000.  At March 31, 2009 and
2008, the Company had $13,055 and $12,500 in
cash,  respectively.





Revenue
Recognition





The
Company's financial statements are prepared under the accrual method of
accounting. Revenues will be recognized in the period the services are performed
and costs are recorded in the period incurred rather than paid.





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.


F-7






MEDISTAFF
CORPORATION


(A
Development Stage Enterprise)


Notes
to Financial Statements


For
the Year Ended March 31, 2009 and the Period of March 13, 2008 (Inception)
to


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





Note
2 – Summary of Significant Accounting Policies (continued)





Income
Taxes





The
provision for income taxes includes the tax effects of transactions reported in
the financial statements. Deferred taxes would be recognized for differences
between the basis for assets and liabilities for financial statement and income
tax purposes. The major difference relates to the net operating loss carry
forwards generated by sustaining deficits during the development
stage.





Property and
Equipment





Property
and equipment are carried at cost. Expenditures for maintenance and repairs are
charged against operations. Renewals and betterments that materially extend the
life of the assets are capitalized. When assets are retired or otherwise
disposed of, the cost and related accumulated depreciation are removed from the
accounts, and any resulting gain or loss is reflected in income for the
period.





Depreciation
is computed for financial statement purposes on a straight-line basis over
estimated useful lives of the related assets. The estimated useful lives of
depreciable assets are





Estimated
      Useful LivesFurniture
      and Fixtures
                5 -
      10 yearsComputer
      Equipment
                3-
      5 yearsVehicles
                5
      -10 years





For
federal income tax purposes, depreciation is computed under the modified
accelerated cost recovery system. For audit purposes, depreciation is computed
under the straight-line method.   At March 31, 2009 and 2008, the
Company had no property and equipment.





Advertising
Costs





Advertising
and promotion costs are expensed as incurred.  The Company incurred no such
expenses since inception.





Recent Accounting
Pronouncements





In May of 2008, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 163,“Accounting for
Financial Guarantee Insurance – an interpretation of FASB Statement No. 60,
Accounting and Reporting by Insurance Enterprises”.This statement requires that an
insurance enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation.  This statement also clarifies how
Statement 60 applies to financial guarantee insurance contracts.  This
statement is effective for fiscal years beginning after December 15, 2008.
 This statement has no effect on the Company’s financial reporting at this
time.


F-8






MEDISTAFF
CORPORATION


(A
Development Stage Enterprise)


Notes
to Financial Statements


For
the Year Ended March 31, 2009 and the Period of March 13, 2008 (Inception)
to


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





Note
2 – Summary of Significant Accounting Policies (continued)





Recent Accounting
Pronouncements (continued)




On June 12, 2009the FASB issued two statementsthat amended the guidance
for off-balance-sheet accounting of financial instruments:SFAS No.
166, “Accounting for
Transfers of Financial Assets,”andSFAS No.
167, “Amendments to FASB
Interpretation No. 46(R).”SFAS No. 166revisesSFAS No. 140,
“Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,”and will
require entities to provide more information about sales of securitized
financial assets and similar transactions, particularly if the seller retains
some risk to the assets, the FASB said. The statement eliminates the concept of
a qualifying special-purpose entity, changes the requirements for the
derecognition of financial assets, and calls upon sellers of the assets to make
additional disclosures about them.






SFAS No.
167amends FASB Interpretation (FIN) No.
46(R), “Consolidation of
Variable Interest Entities,”by altering how a company determines
when an entity that is insufficiently capitalized or not controlled through
voting should be consolidated, the FASB said. A company has to determine whether
it should provide consolidated reporting of an entity based upon the entity's
purpose and design and the parent company's ability to direct the entity's
actions.SFAS Nos. 166 and
167will be effective at
the start of the first fiscal year beginning after November 15, 2009, which will
mean January 2010 for companies that are on calendar
years.






In May 2009, the FASB issued SFAS 165,
“Subsequent
Events.” SFAS 165 should
not result in significant changes in the subsequent events that an entity
reports. Rather, SFAS 165 introduces the concept of financial statements being
available to be issued. Financial statements are considered available to be
issued when they are complete in a form and format that complies with generally
accepted accounting principles (GAAP) and all approvals necessary for issuance
have been obtained.




In May of 2008, the FASB issued
Statement No. 162,“The Hierarchy of
Generally Accepted Accounting Principles.”This statement identifies literature
established by the FASB as the source for accounting principles to be applied by
entities which prepare financial statements presented in conformity with
generally accepted accounting principles (GAAP) in theUnited States.  This statement is effective 60
days following approval by the SEC of the Public Company Accounting Oversight
Board amendments to AU Section 411,“The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles.”This statement will
require no changes in the Company’s financial reporting practices.





In March of 2008 FASB issued Statement
of Financial Accounting Standards (SFAS) No. 161, “Disclosures about
Derivative Instruments and Hedging Activities—an amendment of FASB Statement No.
133, “Accounting for
Derivatives and Hedging Activities.”  SFAS No. 161 has the same scope
as Statement No. 133 but requires enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows.
 SFAS No. 161 is effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008, with early application
encouraged.  The statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  SFAS No. 161 has no
effect on the Company’s financial position, statements of operations, or cash
flows at this time.


F-9






MEDISTAFF
CORPORATION


(A
Development Stage Enterprise)


Notes
to Financial Statements


For
the Year Ended March 31, 2009 and the Period of March 13, 2008 (Inception)
to


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





Note
2 – Summary of Significant Accounting Policies (continued)





Recent Accounting
Pronouncements (continued)





In December, 2007, the FASB issued SFAS
No. 160, “Non-controlling
interests in Consolidated Financial Statements, an amendment of ARB No.
51.”SFAS No.
160 applies to “for-profit” entities that prepare consolidated financial
statements where there is an outstanding non-controlling interest in a
subsidiary.  The Statement requires that the non-controlling interest be
reported in the equity section of the consolidated balance sheet but identified
separately from the parent.  The amount of consolidated net income
attributed to the non-controlling interest is required to be presented, clearly
labeled for the parent and the non-controlling entity, on the face of the
consolidated statement of income.  When a subsidiary is de-consolidated,
any retained non-controlling interest is to be measured at fair value.
 Gain or loss on de-consolidation is recognized rather than carried as the
value of the retained investment.  The Statement is effective for fiscal
years and interim periods beginning on or after December 15, 2008.  It
cannot be adopted earlier but, once adopted, is to be applied retroactively.
 This pronouncement has no effect on this Company’s financial reporting at
this time.





Also in December 2007, the FASB issued
SFAS No. 141R,“Business
Combinations”(“SFAS No.
141R”).  SFAS No. 141R amends SFAS 141 and provides revised guidance for
recognizing and measuring identifiable assets and goodwill acquired, liabilities
assumed, and any non-controlling interest in the acquiree.  It also
provides disclosure requirements to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.  It
is effective for fiscal years beginning on or after December 15, 2008 and will
be applied prospectively.  SFAS No. 141R has no effect on the Company’s
financial reporting.





Note
3 – Stockholders’ Equity





On March
13, 2008, the Company was formed with one class of common stock, par value
$0.001. The Company authorized 75,000,000 shares of common stock.





On March
17, 2008, the Company issued 5,000,000 shares of common stock to its sole
officer and director at $0.005 per share for total cash of $25,000. In addition,
the Company issued on the same day, 275,016 shares of common stock to a
consultant at $0.005 per share as prepayment for $1,375 in future services.
(Note 7 – Prepaid Expense). The Company relied on Section 4(2) of the Securities
Act as its exemption from registration when it issued the shares of common
stock.  All initial stockholders agreed to hold the shares for
investment purposes only and to transfer such shares only in a registered
offering or in reliance upon an exemption therefrom.





On
various dates throughout the year ended March 31, 2009 the Company issued 56,000
shares of common stock at $.10 per share for total cash of $5,100, net of $500
in offering costs offset against additional paid-in capital.  The
stock was issued pursuant to a public offering on Form S-1 filed with the SEC on
May 27, 2008.


F-10





MEDISTAFF
CORPORATION


(A
Development Stage Enterprise)


Notes
to Financial Statements


For
the Year Ended March 31, 2009 and the Period of March 13, 2008 (Inception)
to


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





Note
4 – Going Concern





As shown
in the accompanying financial statements, as is typical of companies going
through the development stage, the Company incurred little activity since
inception other than the issuance of stock for cash and services and
professional fees. The Company is currently in the development stage, and there
is no guarantee that the Company will be able to generate enough revenue and/or
raise capital to support current operations and generate anticipated sales.
 This raises substantial doubt about the Company's ability to continue as a
going concern.





Management
believes that the Company's capital requirements will depend on many factors
including the success of the Company's service development efforts. Management's
plans include the marketing of their services and establishment of key
management personnel to support the business plan.





The financial statements do not include
any adjustments relating to the recoverability or classification of recorded
assets and liabilities that might result should the Company be unable to
continue as a goingconcern.





Note
5 – Net Loss per Common Share





Net loss
per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.”There
are no potentially dilutive securities or derivative instruments
outstanding as of March 31, 2009 or 2008.





Note
6 – Provision for Income Taxes





In
accordance with SFAS No. 109, “Accounting for Income
Taxes,” deferred income taxes will be determined using the liability
method for the temporary differences between the financial reporting basis and
income tax basis of the Company's assets and liabilities.  Deferred income
taxes will be measured based on the tax rates expected to be in effect when the
temporary differences are included in the Company's tax return.  Deferred
tax assets and liabilities are recognized based on anticipated future tax
consequences attributable to differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases.





At March
31 2009, the Company had accumulated deficits during the development stage of
$21,510 to offset future taxable income. The Company has established a valuation
allowance equal to the full amount of the deferred tax assets approximating
$7,500 due to the uncertainty of the utilization of the operating losses in
future periods.





The Company adopted the provisions of
FASB Interpretation No. 48,“Accounting for
Uncertainty in Income Taxes,”on April 1, 2007.  As a
result of the implementation of Interpretation 48, the Company recognized
approximately no increase in the liability for unrecognized tax
benefits.





The Company has no tax positions at
March 31, 2009 and 2008 for which the ultimate deductibility is highly certain
but for which there is uncertainty about the timing of such
deductibility.





The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in
operating expenses.  During the years ended March 31, 2009
andthe period of March 13,
2008 (inception) to March 31,2008, the Company recognized no
interest and penalties.  The Company had no accruals for interest and
penalties at March 31, 2009 and 2008.


F-11





MEDISTAFF
CORPORATION


(A
Development Stage Enterprise)


Notes
to Financial Statements


For
the Year Ended March 31, 2009 and the Period of March 13, 2008 (Inception)
to


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





Note
7 – Prepaid Expenses





Upon
inception, the Company entered into a consulting contract with an unrelated
entity (the “Consultant”) whereby the Consultant would provide services related
to the filing of the Company’s registration statement with the Securities and
Exchange Commission on Form S-1.  Pursuant to the terms of the
contract, the Company is to pay the Consultant $25,000 cash and $1,375 in stock
(275,016 shares of common stock at $0.005 per share – see Note 3).  At
March 31, 2008, the Company had paid a $12,500 cash retainer, and issued the
$1,375 in stock, resulting in prepaid expenses of $13,875.





During
the year ended March 31, 2009, the Consultant performed all services stipulated
in the contract. As such, the Company recognized the full amount of prepaid
expense related to this contract during the year ended March 31, 2009 resulting
in no prepaid expenses as of March 31, 2009.


F-12


2.
            Financial
      Statement Schedules.


All
schedules are omitted because they are not applicable or not required or because
the required information is included in the Financial Statements or the Notes
thereto.








3.
            Exhibits.


The
following exhibits are filed as part of, or incorporated by reference into, this
Annual Report:





EXHIBIT


NUMBER
            DESCRIPTION





3.1
            Articles
      of Incorporation are incorporated herein by reference to Form S-1, filed
      on May 27, 2008.





3.2
            By-Laws
      are incorporated herein by reference to Form S-1, filed on May 27,
      2008.








31.1
            8650
      SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
      OFFICER




32.1
            4700
      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
      SECTION





17





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) 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
      CORPORATIONBy:
            /s/  DALE
      BYERSDALE
      BYERSPresidentChief
      Executive OfficerChief
      Financial OfficerChief
      Accounting OfficerSecretary,
      DirectorDate:
      June 29, 2009






18