UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K



| | [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --- | ------------------------------------------------------------------------------------



For the fiscal year ended 	January
31, 2016



| | [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --- | ----------------------------------------------------------------------------------------



For the transition period from _________________________
to _________________________



Commission File Number: 333-152444





MEDCAREERS GROUP, INC.



(Exact name of Registrant as specified
in its charter)



|                         |  |                              
|------------------------ |  | -----------------------------
|Nevada                   |  | 26-1580812                   
|(State of Incorporation) |  | (Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|758 E. Bethel School Rd., Coppell, Texas |  | 75019     
|(Address of principal executive offices) |  | (Zip Code)



Registrant’s telephone number:
   (972) 393-5892



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

None



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

None



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

Yes [ ]	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 Act.

|Yes [X]	No [ ]
|--------------



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 [ ]	No [X]



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).



Yes [ ]	No [X]



Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. [X]





1








Indicate by a check mark whether the Registrant
is a large filer, an accredited filer, non-accredited filer, or a smaller reporting company. See the definitions of “large
accredited filer”, “accredited filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



Large accredited filer 	[
]	        Accredited filer	[ ]



Non-accredited filer	[ ]	          Smaller
reporting company	[X]



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



Yes [ ]	No [X]



The aggregate market value of common stock,
par value $0.001 per share, held by non-affiliates of the registrant, based on the average bid and asked prices of the common stock
on January 31, 2016 (the last business day of the registrant’s most recently completed fiscal period covered by this report)
was approximately $270 thousand.



Number of common shares outstanding at June
27, 2016:	525,692,734











2








MEDCAREERS GROUP, INC.

FORM 10-K



TABLE OF CONTENTS



|PART I   |                                                                                                                   |  |  |   
|-------- | ----------------------------------------------------------------------------------------------------------------- |  |  | --
|         |                                                                                                                   |  |  |   
|ITEM 1.  | Business                                                                                                          |  |  | 4 
|ITEM 1A. | Risk Factors                                                                                                      |  |  | 6 
|ITEM 1B. | Unresolved Staff Comments                                                                                         |  |  | 13
|ITEM 2.  | Properties                                                                                                        |  |  | 13
|ITEM 3.  | Legal Proceedings                                                                                                 |  |  | 13
|ITEM 4.  | None                                                                                                              |  |  | 13
|         |                                                                                                                   |  |  |   
|PART II  |                                                                                                                   |  |  |   
|         |                                                                                                                   |  |  |   
|ITEM 5.  | Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases
    of Equity Securities |  |  | 14
|ITEM 6.  | Selected Financial Data                                                                                           |  |  | 21
|ITEM 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operation                              |  |  | 21
|ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                        |  |  | 22
|ITEM 8.  | Financial Statements and Supplementary Data                                                                       |  |  | 22
|ITEM 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                              |  |  | 42
|ITEM 9A. | Controls and Procedures                                                                                           |  |  | 42
|ITEM 9B. | Other Information                                                                                                 |  |  | 43
|         |                                                                                                                   |  |  |   
|PART III |                                                                                                                   |  |  |   
|         |                                                                                                                   |  |  |   
|ITEM 10. | Directors, Executive Officers and Corporate Governance                                                            |  |  | 44
|ITEM 11. | Executive Compensation                                                                                            |  |  | 46
|ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                    |  |  | 48
|ITEM 13. | Certain Relationships and Related Transactions, and Director Independence                                         |  |  | 48
|ITEM 14. | Principal Accounting Fees and Services                                                                            |  |  | 50
|         |                                                                                                                   |  |  |   
|PART IV  |                                                                                                                   |  |  |   
|         |                                                                                                                   |  |  |   
|ITEM 15. | Exhibits and Financial Statement Schedules                                                                        |  |  | 51
|         |                                                                                                                   |  |  |   





3








FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this annual report
as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this annual report
as the Exchange Act. Forward-looking statements are not statements of historical fact but rather reflect our current expectations,
estimates and predictions about future results and events. These statements may use words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “predict,”
“project” and similar expressions as they relate to us or our management. When we make forward-looking statements,
we are basing them on our management’s beliefs and assumptions, using information currently available to us. These forward-looking
statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions
discussed in this annual report. Factors that can cause or contribute to these differences include those described under the headings
“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operation.”



If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected.
Any forward-looking statement you read in this annual report reflects our current views with respect to future events and is subject
to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and
liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are
expressly qualified in their entirety by this paragraph. You are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date of this annual report. The Company expressly disclaims any obligation to release publicly any updates
or revisions to these forward-looking statements to reflect any change in its views or expectations. The Company can give no assurances
that such forward-looking statements will prove to be correct.



PART I



Item 1. 	Business

Company

MedCareers Group, Inc. (“MedCareers”,
the “Company”, “we” or “us”), the Company described herein, is a Nevada
corporation, with offices located at 758 E. Bethel School Road, Coppell, Texas 75019. It can be reached by phone at (972) 393-5892.



History



The Company was formed
as RX Scripted, LLC on December 30, 2004 as a North Carolina limited liability company and converted to a Nevada corporation as
RX Scripted, Inc. on December 5, 2007.



On or around January
7, 2010 the Company’s name was changed to MedCareers Group, Inc. Additionally, as a result of filing the Certificate, the
Company’s symbol on the Over-The-Counter Bulletin Board changed to “MCGI”, effective January 7, 2010.



On
or around November 19, 2010, the Company entered into a Share Exchange Agreement (the “Exchange”) with Nurses
Lounge, Inc., a Texas corporation (“Nurses Lounge”) and the nine shareholders of Nurses Lounge (the “Nurses
Lounge Shareholders”).  Pursuant to the Exchange, we agreed to issue 24,000,000 restricted shares of our common
stock to the Nurses Lounge Shareholders in exchange for 100% of the issued and outstanding shares of common stock of Nurses Lounge.  Although
24,000,000 restricted shares were issued in connection with the Exchange, certain significant shareholders of the Company also
agreed to cancel some of the shares they owned so that the net effect of the Exchange was an increase to the outstanding shares
by 7,175,000 shares rather than 24,000,000.  Included in the shareholders receiving shares in connection with the Exchange,
was Timothy Armes founder and president of Nurses Lounge, Inc., who received 14,902,795 shares.



Pursuant to the Exchange,
Nurses Lounge, Inc. became a wholly-owned subsidiary of the Company and as a result of the Exchange, the Cancellation Agreements
and the Voting Agreement, Timothy Armes, the former largest shareholder of Nurses Lounge obtained majority voting control over
the Company; provided that effective upon the expiration of the Voting Agreement in November 2012, Mr. Armes is no longer our majority
shareholder.



Effective September
10, 2011, Timothy Armes, the Company’s then majority shareholder was appointed as the Chief Executive Officer, President,
Secretary, Treasurer and sole director of the Company.



History and
Description of the Operations of Nurses Lounge



At the beginning of
2003 in Dallas, Texas, Timothy Armes took over control of the nursing Internet portal and nursing job board NursesLounge.com and
re-launched the web site shortly thereafter. Mr. Armes also launched a localized direct mail magazine as a companion to the website.
Years of managing a portal and publishing a monthly magazine gave Mr. Armes insight to numerous organizations in need of a more
efficient way to communicate important information to nursing professionals such as news, meetings and continuing education requirements
on a timely basis.





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With this understanding, and the development
of social media technology, Mr. Armes designed and launched a beta version of a professional network for nurses in the summer of
2009 designed to provide a common platform for nursing organizations such as nursing schools, associations and major nurse employers
to connect and communicate more effectively to their nurse constituents and broader nursing profession.



In June of 2014 Nurses
Lounge began the development of a 2.0 version of the network. The new version was a complete upgrade that went into beta testing
on August 1, 2014 and then live on September 2, 2014. With the completion of this upgrade Nurses Lounge functions as a true Professional
Network for Nurses (or comparatively a Linkedin for Nurses). Like Linkedin, when a nurse joins they can create an online professional
profile and invite colleagues to join their online professional network.



With
the added capabilities of the new network, the new version was launched with an “Interactive Lounge” (comparable to
a group on Linkedin or Facebook) for approximately 600 schools that offer a Bachelor of Science in Nursing (BSN), 1,000 nursing
schools that offer an Associate Degree in Nursing (ADN), 6,000 medical facilities, plus interactive lounges for 97 nurse specialties.
Representatives from these organizations can take administrative control of these lounge pages, customize their pages with images,
logos, and videos, as well as the ability to post news and info that is instantly distributed to their nurse followers.



There is no cost to
schools, associations or other non-profit organizations to utilize the Nurses Lounge communication and networking capabilities
while employers, and other for profit organizations, are charged minimal set-up fees that also may include unlimited job postings
for a limited time.



As members of the
Nurses Lounge, nurses are able to participate in groups created by organizations such as schools, associations and employers in
order to keep current on news, information, meetings and jobs openings as well as to network professionally with like-minded colleagues.  Participation
and postings by members in Lounges creates new connections and makes it easier for people to find and connect with each other.  Finally,
by inviting new colleagues and contacts to join them in the Nurses Lounge, members both grow their own network of connections and
help to increase membership in Nurses Lounge.



Along with the professional
network, Nurses Lounge has a fully functional job board for nursing professionals as well as a nursing faculty for nursing schools
looking to hire faculty.



Nurses Lounge expects
to generate a substantial percentage of revenue from the job board and, as nurse membership grows, expects to generate additional
revenue from targeted ads and email campaigns both from employers and nursing schools looking to fill online classes as well as
continuing education offerings.



Competition



While there are various
online community forums and nurse portals, Nurses Lounge does not believe that there is a direct competitor designed from the ground
up as a professional network for nurses and to solve many of the day-to-day communications problems nursing organizations have.  The
largest competitors of Nurses Lounge bill themselves as “communities” that claim to provide news, career advice
and social interaction, and include Nurse.com - owned by OnCourse Learning (purchase from Gannet in 2014) and Allnurses –
a nursing forum and discussion board.  Additionally, and to a lesser extent, Nurses Lounge indirectly competes with other
websites that encourage users to create connections with other colleagues and persons with similar interests such as Linkedin and
Facebook, however, unlike like these websites which have very broad general appeal, Nurses Lounge focuses solely on the nursing
pro and the organizations which support them.



Proprietary
Rights



We plan to rely on
a combination of copyright, trade secret and trademark laws, and non-disclosure and other contractual arrangements to protect our
proprietary rights moving forward. There can be no assurance that the steps we plan to take in the future to protect our future
proprietary rights, however, will be adequate to deter misappropriation of proprietary information, and we may not be able to detect
unauthorized use and take appropriate steps to enforce our intellectual property rights. Although we believe that our websites
and services will not infringe upon the intellectual property rights of others and that we have all rights necessary to utilize
our intellectual property, we are subject to the risk of claims alleging infringement of third-party intellectual property rights.
Any such claims could require us to spend significant sums on litigation, pay damages, delay our products and software, develop
non-infringing intellectual property or acquire licenses to intellectual property that are the subject of any such infringement.
Therefore, such claims could have a material adverse effect on our planned business, operating results and financial condition.



Nursing Profession Overview



From Nurses Lounge business viewpoint, the
nursing profession is broken down into the individual registered nurses (RNs) and the professions stake holder organizations consisting
of nursing schools, associations and employers.





5








Throughout their career, nurses need to be
connected with numerous organizations in order to simply stay up to date with basic continuing education requirements which they
need to meet state guidelines and/or employers qualification to maintain employment.



As such, we believe that there is an
opportunity to unite the industry on one simple to use communication platform that can upgrade, simplify and reduce the cost of
communications used by stakeholder organizations while providing nurses quick access to the information important to their careers.
The market for nurses is growing in the United States and we believe that our website has a significant number of potential users
based on the following:



- According to the Bureau of Labor Statistics’
                                                            Employment Projections 2012-2022 released in December 2013, Registered Nursing (RN) is listed among the top occupations in
                                                            terms of job growth through 2022. The RN workforce is expected to grow from 2.71 million in 2012 to 3.24 million in 2022, an
                                                            increase of 526,800 or 19%. The Bureau also projects the need for 525,000 replacements nurses in the workforce bringing the
                                                            total number of job openings for nurses due to growth and replacements to 1.05 million by 2022.





- According .to a 2013 survey conducted by the National Council of State Boards of Nursing and The Forum of State Nursing
                                                            Workforce Centers, 55% of the RN workforce is age 50 or older.



- Approximately 700 schools offer a Bachelor of Science in Nursing (BSN)
and other advanced degrees such as Masters and PhD.



- Approximately 2,500 community college type schools offer a 2 year Associate
Degree in Nursing (ADN).



- Approximately 6,000 hospitals are located across the U.S. where approximately
60% of all nurses are employed, according to American Association Colleges of Nursing (AACN).



- An approximate 250,000 shortage in nurses has been predicted by 2018.



Due to the above factors,
the Company’s Nurses Lounge professional Network has a significant market for their services and that even with significant
competition for recruitment and job placement services as described below in the risk factor entitled “WE WILL FACE SIGNIFICANT
COMPETITION FROM MONSTER.COM and CAREERBUILDER, NICHE HEALTHCARE SITES SUCH AS NURSE.COM AND HEALTHECAREERS AS WELL AS JOB AGGREGATOR
SITES SUCH AS INDEED.COM AND OTHER INTERNET JOB POSTING WEBSITES”. ”, there will be room in the global marketplace
for website posting, recruiting and job placement services for the Company’s niche healthcare related websites.



Item 1A.	               Risk Factors.

Business Risk

An investment in our
common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You
should carefully consider the following risk factors and other information in this annual report before deciding to become a holder
of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected
to a significant extent.



We Require Additional
Capital In Order To Take The Necessary Steps To Grow Our Business.



Currently, the Company
does not have available funds to develop the marketing and advertising materials or fund other operating and general and administrative
expenses necessary to grow its business.  The Company has decided to abandon the previously announced acquisition targets
described above and focus on the Nurses Lounge business which does not require significant capital.  The Company believes
that moving forward it will be able to enlist commission based sales persons to generate sales and revenue without incurring significant
overhead.  The Company has used some available funds to hire independent contractors to pursue sales.  If
we cannot secure additional financing, our growth and operations could be impaired by limitations on our access to capital. There
can be no assurance that capital from outside sources will be available, or if such financing is available, that it will be on
terms that management deems sufficiently favorable. If we are unable to obtain additional financing upon terms that management
deems sufficiently favorable, or at all, it could have a material adverse impact upon our ability to conduct our business operations
and pursue our expansion of Nurses Lounge.  As of the date of this report, we have only limited operations, and did not
generate any significant revenues during the years ended January 31, 2016 or 2015.   In the event we do not raise additional
capital from conventional sources, it is likely that we may need to scale back or curtail implementing our business plan, which
could cause any securities in the Company to be worthless.



Shareholders May
Be Diluted Significantly Through Our Efforts To Obtain Financing, Satisfy Obligations And/Or Complete Acquisitions Through The
Issuance Of Additional Shares Of Our Common Stock Or Other Securities.





6








We have no committed
source of financing. Wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations.
In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock or other securities.
Additionally, moving forward, we may attempt to conduct acquisitions of other entities or assets using our common stock or other
securities as payment for such acquisitions.  Our Board of Directors has authority, without action or vote of the shareholders,
to issue all or part of the authorized but unissued shares of common stock and preferred stock with various preferences and other
rights. These actions may result in substantial dilution of the ownership interests of existing shareholders, and dilute the book
value of the Company’s common stock.



We Have Historically
Generated Limited Revenues And Have Generated Only Nominal Revenues For A Period Of Over Two Years.



We generated nominal
revenues for the years ended January 31, 2016 and 2015 of $50,985 and $24,828 respectively. Furthermore, we anticipate our expenses
increasing in the future.  We do not currently generate significant revenues.  We can make no assurances that
we will be able to generate any revenues in the future, that we will have sufficient funding to support our operations and pay
our expenses.  In the event we are unable to generate revenues and/or support our operations, we will be forced to curtail
and/or abandon our current business plan and any investment in the Company could become worthless.



Since Acquiring
Nurses Lounge, We Are No Longer Currently Actively Pursuing Acquisition And/Or Merger Opportunities But We May Choose To Enter
Into Additional Merger And/Or Acquisition Transactions In The Future.



Although it is not
presently anticipated that the Company will make a significant acquisition, the Company  may enter into additional merger
and/or acquisitions with separate companies, which may result in our majority shareholders changing and new shares of common or
preferred stock being issued, resulting in substantial dilution to our then current shareholders.  If we do consummate
any acquisitions, and our management fails to properly manage and direct our operations, we may be forced to scale back or abandon
our operations, which will cause the value of our common stock to decline or become worthless.



Shareholders Who
Hold Unregistered Shares Of Our Common Stock Are Subject To Resale Restrictions Pursuant To Rule 144, Due To Our Status As A Former
“Shell Company.”



Pursuant to Rule 144
of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a
company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents;
or assets consisting of any amount of cash and cash equivalents and nominal other assets.  As such, we believe we were
a “shell company” pursuant to Rule 144 prior to our acquisition of WorkAbroad.com on August 10, 2010, and as
such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company”;
2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required
periodic reports for the prior one year period; and a period of at least twelve months has elapsed from the date “Form
10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company,”
, which information was filed on August 11, 2010, and which sales pursuant to Rule 144 can therefore not be made any earlier than
the date that we are current in our filings with the Commission.  Because none of our non-registered securities can be
sold pursuant to Rule 144, until at least the date we are current in our filings (or longer if we are still deemed to be a “shell
company”), any non-registered securities we sell or issue to consultants or employees, in consideration for services
rendered or for any other purpose, will have no liquidity until and unless such securities are registered with the Commission and/or
until at least the later of (a) the date we become current in our filings, provided that there is no assurance that we will become
current in our filings (or one year following the date we are deemed to not be a “shell company”); and (b) six
months from the issuance of such securities.  Additionally, in the future, if we cease filing reports with the Commission
or Rule 144 is not available for the sale of our securities, it may be impossible for holders of our securities to sell such securities.  As
a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash.  Furthermore,
it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities
with the Commission, which could cause us to expend additional resources in the future.  Additionally, moving forward,
our status as a former “shell company” could prevent us from raising additional funds, engaging consultants,
and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our
securities, if any, to decline in value or become worthless.



Timothy Armes,
The Chief Executive Officer Of The Company, Exercises Significant Voting Control Over The Company.



As a result of the
Exchange and the other transactions described above, Timothy Armes, the former largest shareholder of Nurses Lounge and our Chief
Executive Officer and sole director, has beneficial ownership of 57,627,564 shares (such shares includes 4 million shares issuable
upon the exercise of outstanding options) or approximately 20.8% of the Company’s common stock.  Therefore, Mr.
Armes currently has significant voting control in determining the outcome of all corporate transactions or other matters, including
the election and removal of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the
power to prevent or cause a change in control. Any investors who purchase shares will have little to no say in the direction of
the Company and the election of directors. Additionally, it will be difficult if not impossible for investors to remove Mr. Armes
from any officer position or director position he may choose to hold within the Company, which will mean he will remain in constructive
control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential
investor in the Company, you should keep in mind that even if you own shares of the Company's common stock and wish to vote them
at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions.





7








Our Limited Operating
History Makes It Difficult To Forecast Our Future Results, Making Any Investment In Us Highly Speculative.



We have a limited
operating history, and our historical financial and operating information is of limited value in predicting our future operating
results.  We may not accurately forecast customer behavior and recognize or respond to emerging trends, changing preferences
or competitive factors facing us, and, therefore, we may fail to make accurate financial forecasts.  Our current and
future expense levels are based largely on our investment plans and estimates of future revenue.  As a result, we may
be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which could then force
us to curtail or cease our business operations.



Our Losses Raise
Doubt As To Whether We Can Continue As A Going Concern.



We had cumulative
operating losses through January 31, 2016 of $8,032,780 and had a working capital deficit at January 31, 2016 of $1,994,621. 
These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot
generate revenues, obtain additional financing and/or obtain profitable operations. As such, there is substantial doubt as to our
ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment in us could become devalued
or worthless.



Our Industry Is
Highly Competitive.



The Company’s
industry is highly competitive and fragmented. The Company expects competition to intensify in the future. The Company competes
in its market with numerous national, regional and local companies, many of which have substantially greater financial, managerial
and other resources than those presently available to the Company. Numerous well-established companies are focusing significant
resources on providing services that currently compete and will compete with the Company's services in the future.  Although
we believe that there is a need for a “niche” business, such as ours, the Company can make no assurance that
it will be able to effectively compete with these other companies that may enter the market  of Nurses Lounge. In the
event that the Company cannot effectively compete on a continuing basis or competitive pressures arise, such inability to compete
or competitive pressures will have a material adverse effect on the Company’s business, results of operations and financial
condition.



The
Success Of The Company Depends Heavily On Timothy Armes, Our Sole Director and Chief Executive Officer.



The
success of the Company will depend on the ability of Timothy Armes, our sole director and Chief Executive Officer.  The
loss ofMr. Armeswill have a material adverse effect on the business, results
of operations (if any) and financial condition of the Company.  In addition, the loss ofMr. Armes may
force the Company to seek a replacement who may have less experience, fewer contacts, or less understanding of the business.  
Further, we may not be able to find a suitable replacement forMr. Armes, which
could force the Company to curtail its operations and/or cause any investment in the Company to become worthless.



In The Future We
May Be Subject To Intellectual Property Rights Claims Which Are Costly To Defend, Could Require Us To Pay Damages, And Could Limit
Our Ability To Use Certain Technologies In The Future.



Companies in the Internet,
technology and media industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into
litigation based on allegations of infringement or other violations of intellectual property rights. Our future technologies may
not be able to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without
merit, could be time-consuming, expensive to litigate or settle and could divert management resources and attention. An adverse
determination also could prevent us from offering our services to others.



With respect to any
intellectual property rights claim, we may have to pay damages or stop using technology found to be in violation of a third party’s
rights. We may have to seek a license for the technology, which may not be available on reasonable terms and may significantly
increase our operating expenses. The technology also may not be available for license to us at all. As a result, we may also be
required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license
or develop technology for the infringing aspects of our business, we may be forced to limit our product and service offerings and
may be unable to compete effectively. Any of these results could harm our brand and operating results.



Privacy Concerns
Relating To Elements Of Our Technology Could Damage Our Reputation And Deter Current And Potential Users From Using Our Products
And Services.





8








From time to time,
concerns may be expressed about whether our future technology compromises the privacy of users and others. Concerns about our collection,
use or sharing of personal information or other privacy-related matters, even if unfounded, could damage our reputation and operating
results.



More Individuals
Are Using Non-Pc Devices To Access The Internet, And Our Future Technology May Not Be Widely Adopted By Users Of These Devices.



The number of people
who access the Internet through devices other than personal computers, including mobile telephones, hand-held calendaring and email
assistants, and television set-top devices, has increased dramatically in the past few years. The lower resolution, functionality
and memory associated with alternative devices of our websites may not perform well for these non-PC devices, which may greatly
limit the marketability of our website to this increasingly important non-PC device portion of the market for online services.



We May Rely On
Insurance In The Future To Mitigate Some Risks And, To The Extent The Cost Of Insurance Increases Or We Are Unable Or Choose Not
To Maintain Sufficient Insurance To Mitigate The Risks Facing Our Business, Our Operating Results May Be Diminished.



We currently plan
to contract for insurance to cover certain potential risks and liabilities. In the current environment, insurance companies are
increasingly specific about what they will and will not insure. It is possible that we may not be able to get enough insurance
to meet our needs, may have to pay very high prices for the coverage we do get or may not be able to acquire any insurance for
certain types of business risk. In addition, we may choose not to obtain insurance for certain risks facing our business. This
could leave us exposed to potential claims. If we were found liable for a significant claim in the future, our operating results
could be negatively impacted. Also, to the extent the cost of maintaining insurance increases, our operating results will be negatively
affected.



We Have To Keep
Up With Rapid Technological Change To Remain Competitive In Our Rapidly Evolving Industry.



Our future success
will depend on our ability to implement our plans, adapt to rapidly changing technologies and evolving industry standards to improve
the performance and reliability of our services. Our failure to adapt to such changes would harm our business. New technologies
and advertising media could adversely affect us. In addition, the widespread adoption of new Internet, networking or telecommunications
technologies or other technological changes could require substantial expenditures to modify or adapt our future technology for
these changing demands.



Nurses Lounge Has
Not Produced Significant Revenue To Date.



Nurses Lounge has
not generated significant revenue to date. Although the Company is optimistic about the potential for such website to generate
revenues, there is no assurance that the Company will be successful in its endeavors or will be able to create a successful revenue
generating operation, or that Nurses Lounge will generate sufficient revenues to allow us to support our operations.  As
such, we may never generate significant revenue and our securities may decline in value or become worthless.



We Will Face Significant
Competition From Monster.Com And Careerbuilder, Niche Healthcare Sites Such As Nurse.Com And Healthecareers As Well As Job Aggregator
Sites Such As Indeed.Com And Simplyhired And Other Internet Job Posting Websites.



Although the Company
does not intend to utilize nurseslounge.com in a manner to directly compete with established job posting websites, the Company
acknowledges that we face competition in every aspect of our planned business, and particularly from other companies that seek
to connect people with jobs and employers with employees through the use of the Internet, including, but not limited to Monster.com
and Careerbuilder.com, niche healthcare sites such as Nurse.com and HealtheCareers, aggregator sites such as Indeed.com and Simplyhired.com
and other Internet job sites  We will also compete with companies, including recruiting search firms, as well as newspapers,
magazines and other traditional media companies that provide online job search services, such as CareerPath.com. We also compete
with large Internet information hubs, or portals, such as AOL.com, Google.com, Yahoo.com and Bing.com.  Finally, we compete
with “communities” that claim to provide nurses with news, career advice and social interaction, and include
Nurse.com - owned by Gannett; NurseConnect  - owned and operated by AMN healthcare, a large travel firm; NurseZone  -
also owned and operated by AMN healthcare; and Allnurses – a nursing forum and discussion board.  Additionally,
and to a lesser extent, Nurses Lounge competes with other websites that encourage users to create connections with other colleagues
and persons with similar interests such as LinkedIn and Facebook.



We may also experience
competition in the future from potential customers to the extent that they develop their own services internally.  All
of those companies and potential competitors will likely have more employees, more resources, better brand recognition, and longer
operating histories than we do. Although it is not the Company’s intent to operate a website that competes with these established
brands, we may be unable to compete with these and other websites in the efforts to draw Internet traffic to our websites in the
future, which could force us to curtail our business plan or operations, which would ultimately cause the value of our securities
to decline in value or become worthless.





9








Our Intellectual
Property Rights Are Valuable, And Any Inability To Protect Them Could Reduce The Value Of Our Products, Services And Brand.



Currently, the fees
to retain the use of our domain names are relatively immaterial, but if the classification of domain names were to change and the
costs of securing the attendants rights to domain names were to become significant or if registrations for domain names were to
significantly increase, the Company could be in a position where it could not afford to maintain its rights to its domain names.  Although
the Company does not anticipate this to occur, any significant increase in these types of costs could harm our business or our
ability to protect our ownership rights and could make it more expensive to do business and harm our operating results, if any.





We Face Risks In
Connection With Changes In The Industry That Currently Exist That Allow Websites To Generate Revenue From A Variety Of Means Such
As Pay Per Click; Keyword Purchases; Paid Search Results; Revenue Sharing From Advertising; And Banner Ads.



Currently, websites
are able to generate revenue from a variety of uses and services.  To the extent any of these uses become more limited
or there is a trend away from online commercial activity to any degree or there is a greater shift in the economic environment
away from Internet based businesses, the Company’s prospects and plans can be diminished or made infeasible.  Any
of these conditions could make the Company’s ability to operate more difficult and could have an adverse effect on the Company’s
securities.



Our Planned Future
Operations Could Be Hindered By The Slow Economic Recovery.



The online job and
employment recruitment industry is largely dependent on the demand for such employees and the general economic conditions, including
the unemployment rate in the United States and internationally.  Due to the fact that the United States and several other
international countries are currently in a slow economic recovery from the last recession, demand for online recruitment offerings
and the recruitment of healthcare workers in general, may be significantly and adversely affected by the level of economic activity,
demand for healthcare workers and the level of unemployment in the United States and abroad. A further prolonged economic recovery
could cause employers to reduce or postpone their recruiting efforts generally and their online recruiting efforts in particular,
which could have adverse effects on our planned business, future results of operations and financial condition, which could be
materially and adversely affected.



We May Be Unable
To Build Awareness Of The "Nurses Lounge" Brand Name.



We believe that building
awareness of the "Nurses Lounge" brand name is critical to achieving widespread acceptance of our services. Brand
recognition is a key differentiating factor among providers of online recruitment offerings and other services and we believe it
could become more important as competition increases. Moving forward, funding permitting, we may find it necessary to spend significant
funds on our sales and marketing efforts or otherwise increase our financial commitment, if any, to creating and maintaining brand
awareness among potential customers. If we fail to successfully promote and maintain our brand or incur significant expenses in
promoting our brand, our business, results of operations and financial condition could be materially and adversely affected.



Our Future Business
Will Be Dependent On the Development and Maintenance of the Internet Infrastructure.



Our success will depend,
in large part, upon the development and maintenance of the Internet infrastructure as a reliable network backbone with the necessary
speed, data capacity and security, and timely development of enabling products, for providing reliable Internet access and services.
We cannot assure you that the Internet infrastructure will continue to effectively support the demands placed on it as the Internet
continues to experience increased numbers of users, greater frequency of use or increased bandwidth requirements of users. Even
if the necessary infrastructure or technologies are developed, we may have to spend considerable resources to adapt our offerings
accordingly. Furthermore, in the past, the Internet has experienced a variety of outages and other delays. Any future outages or
delays could affect our ability to maintain and operate our websites and the willingness of employers and job seekers to use our
future online recruitment offering. If any of these events occur, our business, results of operations and financial condition could
be materially and adversely affected.



Breaches Of Internet
Security Could Adversely Affect Our Business Operations.



The need to securely
transmit confidential information over the Internet has been a significant barrier to electronic commerce and communications over
the Internet. Any well-publicized compromise of security on the Internet could deter more people from using the Internet or from
using it to conduct transactions that involve transmitting confidential information, such as a job seeker's resume or an employer's
hiring needs. We may be required to incur significant costs to protect against the threat of security breaches to our websites
in the future or to alleviate problems caused by such breaches. If any of these events occur, our business, results of operations
and financial condition could be materially and adversely affected.





10








We May Be Liable
For Information Retrieved From Or Transmitted Over The Internet.



We may be sued for
defamation, negligence, copyright or trademark infringement, personal injury or other legal claims relating to information that
is published or made available on our website. These types of claims have been brought, sometimes successfully, against online
services in the past. We could also be sued for the content that is accessible from our websites through links to other Internet
sites or through content and materials that may be posted by employers or job seekers. In addition, we could incur significant
costs in investigating and defending such claims, even if we ultimately are not found liable. If any of these events occur, our
business, results of operations and financial condition could be materially and adversely affected.



Our Growth Will
Place Significant Strains On Our Resources.



The Company's growth,
if any, is expected to place a significant strain on the Company's managerial, operational and financial resources as the Company
only has two officers and a small number of employees and the Company will likely continue to have limited employees in the future.  Furthermore,
assuming the Company receives clients, it will be required to manage multiple relationships with various clients and other third
parties. These requirements will be exacerbated in the event of further growth of the Company or in the number of its clients.
There can be no assurance that the Company's systems, procedures or controls will be adequate to support the Company's operations
or that the Company will be able to achieve the rapid execution necessary to successfully offer its services and implement its
business plan. The Company's future operating results, if any, will also depend on its ability to add additional personnel commensurate
with the growth of its business, if any. If the Company is unable to manage growth effectively, the Company's business, results
of operations and financial condition will be adversely affected.



Our Articles Of
Incorporation, As Amended, And Bylaws Limit The Liability Of, And Provide Indemnification For, Our Officers And Directors.



Our Articles of Incorporation,
generally limit our officers' and directors' personal liability to the Company and its stockholders for breach of fiduciary duty
as an officer or director except for breach of the duty of loyalty or acts or omissions not made in good faith or which involve
intentional misconduct or a knowing violation of law. Our Articles of Incorporation, as amended, and Bylaws provide indemnification
for our officers and directors to the fullest extent authorized by the Nevada Revised Statutes against all expense, liability,
and loss, including attorney's fees, judgments, fines excise taxes or penalties and amounts to be paid in settlement reasonably
incurred or suffered by an officer or director in connection with any action, suit or proceeding, whether civil or criminal, administrative
or investigative (hereinafter a "Proceeding") to which the officer or director is made a party or is threatened
to be made a party, or in which the officer or director is involved by reason of the fact that he or she is or was an officer or
director of the Company, or is or was serving at the request of the Company as an officer or director of another corporation or
of a partnership, joint venture, trust or other enterprise whether the basis of the Proceeding is alleged action in an official
capacity as an officer or director, or in any other capacity while serving as an officer or director. Thus, the Company may be
prevented from recovering damages for certain alleged errors or omissions by the officers and directors for liabilities incurred
in connection with their good faith acts for the Company.  Such an indemnification payment might deplete the Company's
assets. Stockholders who have questions respecting the fiduciary obligations of the officers and directors of the Company should
consult with independent legal counsel. It is the position of the Securities and Exchange Commission that exculpation from and
indemnification for liabilities arising under the Securities Act of 1933, as amended and the rules and regulations thereunder is
against public policy and therefore unenforceable.



As
We Are A Public Reporting Company, We Will Incur Significant Costs In Connection With Compliance With Section 404 Of The Sarbanes
Oxley Act, And Our Management Will Be Required To Devote Substantial Time To New Compliance Initiatives.



We
are subject to among other things, the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (provided
however that we are currently deficient in our filing obligations), and will incur significant legal, accounting and other expenses
in connection with such requirements.  The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules
subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate
governance practices. As such, our management and other personnel will need to devote a substantial amount of time to these new
compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we report
on the effectiveness of our internal controls for financial reporting and disclosure of controls and procedures. Our compliance
with Section 404 will require that we incur additional accounting expense and expend significant management efforts. We currently
do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public
company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally,
due to the fact that we only have two persons who serve as our officers and directors, who have no experience as officers or directors
of a reporting company, such lack of experienced personnel may impair our ability to maintain effective internal controls over
financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements
and an inability to provide accurate financial information to our stockholders. Moreover, if we are not able to comply with the
requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies
in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could
decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require
additional financial and management resources.





11








The
Market for Our Common Stock is Illiquid, Sporadic and Subject to Wide Fluctuations.



Our
common stock currently trades on the OTC Pink under the symbol “MCGI”
and historically only a limited number of shares of our common stock have traded.  There may not be an active public
market for our common stock in the future. If there is an active market for our common stock in the future, we anticipate that
such market would be illiquid and would be subject to wide fluctuations in response to several factors, including, but not limited
to:



| | (1) | actual or anticipated variations in our results of operations;                 
| | --- | -------------------------------------------------------------------------------
| | (2) | our ability or inability to generate new revenues;                             
| | (3) | the number of shares in our public float;                                      
| | (4) | increased competition; and                                                     
| | (5) | conditions and trends in our industry, and possible healthcare legislation; and
| | (6) | future acquisitions we may make.                                               



Furthermore,
our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations,
as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations
may adversely affect the market price of our common stock.  Additionally, moving forward we anticipate having a limited
number of shares in our public float, and as a result, there could be extreme fluctuations in the price of our common stock.  Further,
due to the limited volume of our shares which trade and our limited public float, we believe that our stock prices (bid, ask and
closing prices) will be entirely arbitrary, will not relate to the actual value of the Company, and will not reflect the actual
value of our common stock.  Shareholders and potential investors in our common stock should exercise caution before making
an investment in the Company, and should not rely on the publicly quoted or traded stock prices in determining our common stock
value, but should instead determine the value of our common stock based on the information contained in the Company's public reports,
industry information, and those business valuation methods commonly used to value private companies.



Investors
May Face Significant Restrictions On The Resale Of Our Common Stock Due To Federal Regulations Of Penny Stocks.



Our
common stock will be subject to the requirements of Rule 15g-9, promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers
who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales
practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser
and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of
1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally,
the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price
of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure
schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market
liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.



In
addition, various state securities laws impose restrictions on transferring "penny stocks" and as a result, investors
in the common stock may have their ability to sell their shares of the common stock impaired.



Shareholders
May Be Diluted Significantly Through Our Efforts To Obtain Financing And Satisfy Obligations Through The Issuance Of Additional
Shares Of Our Common Stock.



We
have no committed source of financing. Wherever possible, our Board of Directors will attempt to use non-cash consideration to
satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common
stock. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized
but unissued shares of common stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital
by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership
interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances
may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued
to parties or entities committed to supporting existing management.













12








State Securities
Laws May Limit Secondary Trading, Which May Restrict The States In Which And Conditions Under Which You Can Sell Shares.



Secondary trading
in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available
for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading
of the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that
state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for
the common stock could be significantly impacted.



Because We Are
Not Subject To Compliance With Rules Requiring The Adoption Of Certain Corporate Governance Measures, Our Stockholders Have Limited
Protections Against Interested Director Transactions, Conflicts Of Interest And Similar Matters.



The Sarbanes-Oxley
Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq
Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These
measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that
are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance
any sooner than legally required, we have not yet adopted these measures.



Because our sole director
is not independent, we do not currently have independent audit or compensation committees. As a result, our sole director has the
ability to, among other things; determine his own level of compensation. Until we comply with such corporate governance measures,
regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders
without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential
investors may be reluctant to provide us with funds necessary to expand our operations.



We intend to comply
with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult
or be unable to attract and retain additional qualified officers, directors and members of board committees required to provide
for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive
officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified
individuals from accepting these roles.



Item 1B.	               Unresolved Staff Comments



Not applicable.



Item 2.	                  Properties



Executive Offices

The Company maintains its executive offices
of approximately 300 sq. ft., at 758 E. Bethel School Road, Coppell, Texas 75019 in the home of the President and CEO for which
it pays no rent. The Company plans to lease office space when their operations require it and funding permits.



Item 3.                   Legal Proceedings

None.

Item 4.

None.











13








PART II

Item
5.	               Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



The Company’s common stock is traded
on the OTC Pink market (otherwise known as the “pink sheets”) maintained by OTC Markets under the symbol "MCGI".
 The following table sets forth, for the periods indicated, the high and low sales prices, which set forth reflect inter-dealer
prices, without retail mark-up or mark-down and without commissions; and may not reflect actual transactions.



|Calendar Quarter Ending | Low    | High  
|----------------------- | ------ | ------
|January 31, 2016        | 0.0002 | 0.0008
|October 31, 2015        | 0.0002 | 0.0011
|July 31, 2015           | 0.0003 | 0.0025
|April 31, 2015          | 0.001  | 0.0044
|                        |        |       
|January 31, 2015        | 0.0015 | 0.007 
|October 31, 2014        | 0.005  | 0.022 
|July 31, 2014           | 0.01   | 0.04  
|April 31, 2014          | 0.01   | 0.0395



No cash dividends on the Company common
stock have been declared or paid since the Company's inception. The Company had approximately 80 shareholders at May 18, 2016.
This does not include shareholders that hold their shares in street name or with a broker.



Recent Sales of Unregistered Securities



|                                                                                            | Consideration                     |      | Date         | # Shares   
|------------------------------------------------------------------------------------------- | --------------------------------- | ---- | ------------ | -----------
|Balance, Number of shares outstanding, January 31, 2015                                     |                                   |      |              | 95,683,914 
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (1)  | Feb 23, 2015 | 5,339,000  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (2)  | Mar 2, 2015  | 5,085,439  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (3)  | Mar 3, 2015  | 3,156,360  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (4)  | Mar 10, 2015 | 5,136,461  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (5)  | Mar 12, 2015 | 5,910,864  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (6)  | Mar 19, 2015 | 5,915,538  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (7)  | Mar 20, 2015 | 6,200,497  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (8)  | Mar 25, 2015 | 4,340,000  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (9)  | Mar 30, 2015 | 38,724,769 
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (10) | Mar 31, 2015 | 6,700,000  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (11) | Apr 10, 2015 | 7,170,000  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (12) | Apr 20, 2015 | 7,530,000  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (13) | Apr 20, 2015 | 7,390,000  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (14) | Apr 30, 2015 | 5,965,096  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (15) | Apr 30, 2015 | 8,176,767  
|Balance, Number of shares outstanding, April 30, 2015                                       |                                   |      |              | 218,424,705





14








|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (16) | May 1, 2015   | 2,120,000  
|------------------------------------------------------------------------------------------- | --------------------------------- | ---- | ------------- | -----------
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (17) | May 1, 2015   | 4,338,710  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (18) | May 1, 2015   | 8,417,550  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (19) | May 11, 2015  | 9,500,000  
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (20) | May 21, 2015  | 4,034,904  
|Common stock at issued fifty percent discount to market per note conversion agreement       | Convert a portion of note payable | (21) | May 27, 2015  | 10,000,000 
|Common stock at issued forty eight percent discount to market per note conversion agreement | Convert a portion of note payable | (22) | May 27, 2015  | 8,988,019  
|Common stock at issued fifty percent discount to market per note conversion agreement       | Convert a portion of note payable | (23) | Jun 10, 2015  | 11,800,000 
|Common stock at issued fifty percent discount to market per note conversion agreement       | Convert a portion of note payable | (24) | Jun 17, 2015  | 12,400,000 
|Common stock at issued fifty percent discount to market per note conversion agreement       | Convert a portion of note payable | (25) | Jun 23, 2015  | 13,000,000 
|Common stock at issued fifty percent discount to market per note conversion agreement       | Convert a portion of note payable | (26) | Jun 26, 2015  | 5,022,200  
|Common stock at issued fifty percent discount to market per note conversion agreement       | Convert a portion of note payable | (27) | Jul 13, 2015  | 12,700,000 
|Balance, Number of shares outstanding, July 31, 2015                                        |                                   |      |               | 320,746,088
|Common stock at issued fifty percent discount to market per note conversion agreement       | Convert a portion of note payable | (28) | Jul 13, 2015  | 12,799,812 
|Common stock at issued fifty percent discount to market per note conversion agreement       | Convert a portion of note payable | (29) | Sept 30, 2015 | 34,292,200 
|Common Stock Issued for Services – Related Party                                            | Shares Issued for Services        | (30) | Oct 8, 2015   | 15,000,000 
|Common Stock Issued for Services – Related Party                                            | Shares Issued for Services        | (31) | Dec 18, 2015  | 72,000,000 
|Balance, Number of shares outstanding, January 31, 2016                                     |                                   |      |               | 454,838,100







(1) Partial conversion
of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,608 of
the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(2) Partial conversion of Note that had a conversion
feature at 52% of market price per share. These shares were issued for the conversion of $3,407 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(3) Partial conversion
of Note that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $2,134 of
the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.







15








(4) Partial conversion of Note that had a conversion
feature at 52% of market price per share. These shares were issued for the conversion of $2,671 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(5) Partial conversion of Note that had a conversion
feature at 52% of market price per share. These shares were issued for the conversion of $3,645 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(6) Partial conversion of Note that had a conversion
feature at 52% of market price per share. These shares were issued for the conversion of $3,076 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(7) Partial conversion of Note that had a conversion
feature at 52% of market price per share. These shares were issued for the conversion of $3,605 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(8) Partial conversion of Note that had a conversion
feature at 52% of market price per share. These shares were issued for the conversion of $2,170 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(9) Partial conversion of Related Party Note
that had a conversion feature at 52% of market price per share. These shares were issued for the conversion of $20,137 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(10) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,560 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.





16








(11) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,585 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(12) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,895 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(13) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,781 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(14) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,722 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(15) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,906 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(16) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $1,700 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(17) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,035 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.





17








(18) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $5,160 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(19) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $5,539 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(20) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $2,098 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(21) Partial conversion of Note that had a
conversion feature at 50% of market price per share. These shares were issued for the conversion of $5,000 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(22) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $4,674 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(23) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $2,950 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(24) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,100 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.





18








(25) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,250 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(26) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $1,256 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(27) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $3,150 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(28) Partial conversion of Note that had a
conversion feature at 52% of market price per share. These shares were issued for the conversion of $1,280 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(29) Partial conversion of Note that had a
conversion feature at 50% of market price per share. These shares were issued for the conversion of $6,858 of the note.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(30) Shares issued for services to Vice President
of our subsidiary, Nurses Lounge, Inc. These shares were issued with a value of $6,000.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(31) Shares issued for services to the President
of the Company. These shares were issued with a value of $30,000.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.





19








Options and Warrants



The Company had the following options or warrants outstanding at
January 31, 2016:



|Issued To       | # Options | Dated      | Expire     | Strike Price   
|--------------- | --------- | ---------- | ---------- | ---------------
|Shareholder (1) | 127,500   | 08/28/2011 | 08/28/2016 | $0.10 per share
|Shareholder (1) | 127,500   | 04/29/2012 | 04/29/2017 | $0.10 per share
|Shareholder (3) | 100,000   | 03/29/2013 | 03/29/2016 | $0.10 per share
|Shareholder (1) | 127,500   | 07/31/2013 | 07/31/2017 | $0.10 per share
|Shareholder (2) | 1,000,000 | 08/31/2012 | 08/31/2016 | $0.12 per share
|Shareholder (4) | 2,000,000 | 01/18/2013 | 01/18/2018 | $0.05 per share
|Lender (5)      | 3,500,000 | 07/02/2014 | 07/01/2019 | $0.10 per share



(1)
Three options for 127,500 shares of restricted common stock at an exercise price of $0.10 per share and for a term of 5 years was
awarded Geneva7, LLC in consideration for loaning the company $25,000 and
renewing the note two additional times. Geneva7, LLC originally loaned the company $25,000 at 12% interest on August 29, 2011 and
was awarded an option to purchase 127,500 shares of restricted common stock at an exercise price of $0.10. The term of the option
is 5 years. The loan matured on April 30th 2012 and Geneva 7 agreed to renew the loan and accrue interest thru July
31, 2013 and additionally renewed the loan thru October 31, 2103 when it matured on July 31, 2013. With each additional renewal
Geneva7 received an additional option to purchase 127,500 shares of restricted common stock at an exercise price of $0.10 per share
and for a term of 5 years. This note was sold to a third party who converted the note into common shares at market and sold the
shares.



(2) Warrant 1,000,000 shares. The Company entered into
a contract for services with Horse and Hammerhead Marketing Solutions, LLC , a management consulting firm. Based on the agreement,
the consultant was issued a warrant for 1,000,000 shares of MCGI’s restricted common stock at an exercise price of $0.12
per/share with a 4-year term.

The Company claims an exemption from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants did
not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(3) Warrant 100,000 shares. The Company entered into
a contract for services with EBCO, LLC. Based on the agreement, in consideration for extending their $16,000 loan, they were issued
a warrant for 100,000 shares of MCGI’s restricted common stock at an exercise price of $0.10 per/share, expiring March 29,
2016.

The Company claims an exemption from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants did
not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(4)On
January 9, 2013 the company issued 2,000,000 units of its securities in a private placement to an accredited investor. The price
of these Units was $0.10 per unit. Each Unit consists of 1 share of restricted common stock valued at $0.10 per share for a total
of 2,000,000 shares and one 5 year Warrant. Each Series B Warrant entitles the holder to purchase one share of common stock at
an exercise price of $0.05 per share and subject to adjustments due to recapitalization or reclassification of common stock.

The Company claims an exemption from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants did
not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



(5) Option for 3,500,000 common shares granted to a
lender as part of the loan transaction. The options have a strike price of $0.10 per share and expire on July 1, 2019.

The Company claims an exemption from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants did
not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.





20










EQUITY COMPENSATION PLAN INFORMATION



The Company has no shareholder approved
compensation plans.



The following table provides information
as of January 31, 2016 regarding compensation plans (including individual compensation arrangements) under which equity securities
are authorized for issuance:



|Plan Category                                                  |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |   |  | Weighted-average exercise price of outstanding
        options,
        warrants and rights |   |   | Number of securities available for future issuance under equity compensation plans (excluding those in first column) | 
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | - |  | ------------------------------------------------------------------------------------------- | - | - | -------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by the security holders     |  |                                                                                             | - |  |                                                                                             | $ | - |                                                                                                                      | 
|Equity compensation plans not approved by the security holders |  |                                                                                             | - |  |                                                                                             |   | - |                                                                                                                      | 
|Total                                                          |  |                                                                                             | - |  |                                                                                             | $ | - |                                                                                                                      | 



Certain options outstanding to consultants
or shareholders are detailed in the prior section “Recent sales of Unregistered Securities”.



Item 6.	               Selected Financial Data

Not applicable.



Item 7.	               Management’s
Discussion and Analysis of Financial Condition and Results of Operations



Recent Activity



At the end of our fiscal year end and through
our first quarter of FY 2017 we have concentrated our efforts into re-launching the employer area of our network into a talent
acquisition platform for hiring nurses.



One of the goals is
to have upward of 10,000 paid nursing jobs posted on our job board from healthcare systems across the country. By achieving this
goal we will be one of the largest nursing job sites for direct hire employers such as hospitals as opposed to travel firms. As
of April 30, 2016 we had reached 25% of our goal with 2,500 jobs posted or under contract to be posted. We believe the 10,000 jobs
will be achieved with between 60 and 100 health systems under contract.



Management is still
looking to add approximately 5 commission business partners to represent us in 5 of our 7 regions. These representatives will be
responsible for revenue generation and membership growth in their assigned markets.



Additionally we have
had some unsolicited sales from organizations wanting to purchase targeted email campaigns since year-end. The sales ranged between
$1,000 and $2,500. We believe as our membership grows there will be a tremendous sales opportunity for these transactions. As we
do not sale our member lists, this transactions consist of our sending a clients email to a targeted group of nurses defined by
the client through our own email service.



Our financial statements
contain information expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements
have been prepared "assuming that we will continue as a going concern," which contemplates that we satisfy our
liabilities and commitments in the ordinary course of business.



Results of Operations For
the Year Ended January 31, 2016 compared to the year ended January 31, 2015

We had revenue of $50,985 for
the year ended January 31, 2016, compared to $24,828 for the year ended January 31, 2015. We had total cost of revenues of $12,973
and total gross profit of $38,012 for the year ended January 31, 2016, compared to cost of revenues of $24,186 and total gross
profit of $642 for the year ended January 31, 2015.

We
had total operating expenses of $354,887 for the year ended January 31, 2016, consisting of $48,523 of selling and marketing expenses
and $293,391 of general and administrative expenses, which included $36,000 of common stock issued for services. For the year
ended January 31, 2015, we had total operating expenses of $580,375, consisting of $115,353 of selling and marketing expenses
and $440,836 of general and administrative expenses, which included $35,000 of stock option expense (non-cash).

We
had total other expenses of $1,005,518 for the year ended January 31, 2016, consisting of interest expense of $175,904, loss on
derivatives of $633,185, amortization of debt discount of $194,711and amortization of deferred financing costs of $1,718.





21






We
had total other expenses of $186,577 for the year ended January 31, 2015, consisting of interest expense of $111,835, gain on
derivatives of $184,717 and amortization of debt discount of $259,460.

We
had a net loss of $1,309,420 for the year ended January 31, 2016, compared to a net loss of $742,124 for the year ended January
31, 2015, an increase in net loss of $567,296 from the prior period, due to mainly to an increase in derivative losses for the
period.

Liquidity
and Capital Resources

As
of January 31, 2016, the Company had total current assets of $1,078, consisting mainly of accounts receivable. We had total liabilities
of $1,995,699, made up of accounts payable of $48,226, accrued expenses of $39,590, accrued interest payable of $290,682, derivative
liabilities of $745,129 and $872,072 of short term debt, net of debt discounts of $(104,900) and deferred financing costs of $8,240
in connection with working capital loans.

We
had negative working capital of $1,994,621 as of January 31, 2016.

Net
cash used in operations for the year ended January 31, 2016 was $306,887 compared to $527,621 for the year ended January 31, 2015.

Cash
provided by financing activities for the year ended January 31, 2016 was $257,006 compared to $570,203 for the year ended January
31, 2015. This is primarily due to an decrease in the proceeds from notes payable.

The
Company has borrowed funds and/or sold stock for working capital. These transactions are detailed in the section “Recent
Sales of Unregistered Securities”.



Currently the Company
does not have sufficient cash reserves to meet its contractual obligations and its ongoing monthly expenses, which the Company
anticipates totaling approximately $360,000 over the next 12 months.  The Company has been able to continue operating
to date largely from loans made by its shareholders, other debt financings and sale of common stock.  The Company is
currently looking at both short-term and more permanent financing opportunities, including debt or equity funding, bridge or short
term loans, and/or traditional bank funding, but we have not decided on any specific path moving forward.  Until we have
raised sufficient funding to pay our ongoing expenses associated with being a public company, and we have sufficient funds to support
our planned operations, the Company can provide no assurances that it will be able to meet its short and long term liquidity needs,
until necessary financing is secured.  The Company some generates revenue from the Nurses Lounge business, which the
Company hopes will increase to the point where the Company can finance at least a substantial portion of the Company’s
obligations, of which there can be no assurance.



We do not currently
have any additional formal commitments or identified sources of additional capital from third parties or from our officers, director
or significant shareholders. We can provide no assurance that additional financing will be available on favorable terms, if at
all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail
our business plan.



In the future, we
may be required to seek additional capital by selling additional debt or equity securities, selling assets, if any, or otherwise
be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or
debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will
be available in amounts or on terms acceptable to us, or at all.



Item
7A.	               Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation
S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting
company,” as defined by Rule 229.10(f)(1).



Item 8.	                  Financial Statements
and Supplementary Data

Incorporated into and forming an integral
part of this Annual Report on Form 10-K are the audited financial statements for the Company for the years ended January 31, 2016
and 2015. The financial statements included in this Annual Report on Form 10-K have been audited by MaloneBailey LLP, independent
registered public accountants, as set forth in their report. The financial statements have been included in reliance upon the authority
of them as experts in accounting and auditing.



Table of Contents of Financial
Statements

Report of Independent Registered
Public Accounting Firm

Consolidated Balance Sheets
as of January 31, 2016 and 2015

Consolidated Statements of
Operations for the Years Ended January 31, 2016 and 2015

Consolidated Statement of
Changes in Stockholders’ Equity for the Years Ended January 31, 2016 and 2015

Consolidated Statements of
Cash Flows for the Years Ended January 31, 2016 and 2015

Notes to the Consolidated
Financial Statements for the Years Ended January 31, 2016 and 2015



22








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







To
the Board of Directors and Management of

MedCareers
Group, Inc.

Coppell,
Texas





We
have audited the accompanying consolidated balance sheets of MedCareers Group, Inc. and its subsidiary (the "Company")
as of January 31, 2016 and 2015, and the related statements of operations, stockholders' deficit, and cash flows for the years
then ended. The Company's management is responsible for these financial statements. Our responsibility is to express an opinion
on these financial statements based on our audit.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit 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 audit 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of January 31, 2016 and 2015, and the related statements of operations, stockholders' deficit, and cash flows
for the years then ended in conformity with accounting principles generally accepted in the United States of America.



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 7  to the financial statements, the Company has suffered recurring loss from operations and has a working
capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding those matters are described in Note 10. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





/s/
MALONEBAILEY, LLP



MALONEBAILEY,
LLP

www.malone-bailey.com

Houston,
Texas

June
27, 2016





23








MEDCAREERS GROUP, INC.

Consolidated Balance Sheets

January 31, 2016 and 2015





|                                                                                                     |  | 2016 |            | 2015
|---------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ----
|Assets                                                                                               |  |      |            |     
|Current Assets                                                                                       |  |      |            |     
|Cash and Cash Equivalents                                                                            |  | $    | —          |     
|Accounts Receivable                                                                                  |  |      | 995        |     
|Other Current Assets                                                                                 |  |      | 83         |     
|Total Current Assets                                                                                 |  |      | 1,078      |     
|                                                                                                     |  |      |            |     
|                                                                                                     |  |      |            |     
|Total Assets                                                                                         |  | $    | 1,078      |     
|                                                                                                     |  |      |            |     
|Liabilities and Stockholders’ Deficit                                                                |  |      |            |     
|Current Liabilities                                                                                  |  |      |            |     
|Accounts Payable                                                                                     |  | $    | 48,226     |     
|Accrued Expenses                                                                                     |  |      | 39,590     |     
|Accrued Interest Payable                                                                             |  |      | 290,682    |     
|Deferred Revenue                                                                                     |  |      | —          |     
|Derivative Liabilities                                                                               |  |      | 745,129    |     
|Short Term Debt, net of Debt Discount of $104,900 and $92,980                                        |  |      | 799,572    |     
|Short Term Debt – Related Party, net of Debt Discount of $0 and $0                                   |  |      | 72,500     |     
|Total Current Liabilities                                                                            |  |      | 1,995,699  |     
|                                                                                                     |  |      |            |     
|                                                                                                     |  |      |            |     
|Total Liabilities                                                                                    |  |      | 1,995,699  |     
|                                                                                                     |  |      |            |     
|Stockholders’ Deficit                                                                                |  |      |            |     
|Preferred Stock, $0.001 par value, 20,000,100 shares authorized                                      |  |      | 330        |     
|Series A Preferred Stock, $0.001 par value, 500,000 authorized, 330,000
    and 0 shares outstanding |  |      |            |     
|Series B Preferred Stock, $0.001 par value, 1,000 authorized, 1,000 and
    0 shares outstanding     |  |      |            |     
|Common Stock, $0.001 par value,4,000,000,000 shares authorized,                                      |  |      |            |     
|454,838,100  and 95,683,914 shares issued and outstanding                                            |  |      | 454,838    |     
|                                                                                                     |  |      |            |     
|Additional Paid In Capital                                                                           |  |      | 5,582,991  |     
|Accumulated Deficit                                                                                  |  |      | (8,032,780 | )   
|Total Stockholders’ Deficit                                                                          |  |      | (1,994,621 | )   
|                                                                                                     |  |      |            |     
|Total Liabilities and Stockholders’ Deficit                                                          |  | $    | 1,078      |     





The Accompanying Notes are an Integral Part
of these consolidated Financial Statements.





24










|MEDCAREERS GROUP, INC.
        Consolidated Statement of Operations
        For the Years Ended January 31, 2016 and
        2015
|---------------------------------------------------------------------------------------------------------------------------------





|                                             |  | 2016 |             | 2015
|-------------------------------------------- |  | ---- | ----------- | ----
|Revenue                                      |  | $    | 50,985      |     
|                                             |  |      |             |     
|Operating Expenses:                          |  |      |             |     
|Cost of Revenues                             |  |      | 12,973      |     
|Selling and Advertising Expenses             |  |      | 48,523      |     
|General
    and Administrative               |  |      | 293,391     |     
|Total
    Operating Expenses                 |  |      | 354,887     |     
|                                             |  |      |             |     
|Net Operating Income (Loss)                  |  |      | (303,902    | )   
|                                             |  |      |             |     
|Other (Expense)                              |  |      |             |     
|Amortization of Debt Discount                |  |      | (194,711    | )   
|Amortization of Deferred
    Financing Costs |  |      | (1,718      | )   
|Gain (Loss) on Derivatives                   |  |      | (633,185    | )   
|Interest
    Expense                         |  |      | (175,904    | )   
|Total
    Other (Expense)                    |  |      | (1,005,518  | )   
|                                             |  |      |             |     
|Net Income (Loss)                            |  | $    | (1,309,420  | )   
|                                             |  |      |             |     
|                                             |  |      |             |     
|Weighted Average Shares Outstanding          |  |      | 290,150,304 |     
|Income (Loss) for Common Shareholders        |  | $    | (0.00       | )   
|                                             |  |      |             |     





The Accompanying Notes are an Integral Part
of these consolidated Financial Statements.









25








MEDCAREERS GROUP, INC.

Consolidated Statement of Changes in Stockholders’
Deficit

For the Years Ended January 31, 2016 and
2015





|                                      |  |  |                 |  |  |  |              |  |  |         |             | Retained |  |         
|------------------------------------- |  |  | --------------- |  |  |  | ------------ |  |  | ------- | ----------- | -------- |  | --------
|                                      |  |  | Preferred Stock |  |  |  | Common Stock |  |  | Paid-In |             |          |  | Earnings
|                                      |  |  | Shares          |  |  |  | Amount       |  |  |         | Shares      |          |  |         
|                                      |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Stockholders’ Deficit                 |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|At January 31, 2014                   |  |  | —               |  |  |  | —            |  |  |         | 65,715,368  |          |  | $       
|                                      |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Conversion of:                        |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Notes Payable to Common Stock         |  |  |                 |  |  |  |              |  |  |         | 23,246,671  |          |  |         
|Accrued Expenses to Common Stock      |  |  |                 |  |  |  |              |  |  |         | 6,721,875   |          |  |         
|Stock Option Expense                  |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Derivative Liabilities                |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|APIC Write-Off Due to Debt Conversion |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Net Loss                              |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|                                      |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Stockholders' Deficit                 |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|at January 31, 2015                   |  |  | —               |  |  |  | —            |  |  |         | 95,683,914  |          |  | $       
|                                      |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Issuance of Common Stock:             |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|For Services                          |  |  |                 |  |  |  |              |  |  |         | 87,000,000  |          |  |         
|Sale of Preferred Stock               |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|For Cash                              |  |  | 50,000          |  |  |  | 50           |  |  |         |             |          |  |         
|Conversion of:                        |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Notes Payable to Preferred            |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Stock                                 |  |  | 280,000         |  |  |  | 280          |  |  |         |             |          |  |         
|Notes Payable to Common               |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Stock – Related Party                 |  |  |                 |  |  |  |              |  |  |         | 38,724,769  |          |  |         
|Notes Payable to Common Stock         |  |  |                 |  |  |  |              |  |  |         | 233,429,417 |          |  |         
|Derivative Liability                  |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|                                      |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|                                      |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Net Loss                              |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|                                      |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|Stockholders' Deficit                 |  |  |                 |  |  |  |              |  |  |         |             |          |  |         
|at January 31, 2016                   |  |  | 330,000         |  |  |  | 330          |  |  |         | 454,838,100 |          |  | $       







The Accompanying Notes are an Integral Part
of these Consolidated Financial Statements.





26








|MEDCAREERS GROUP, INC.
        Consolidated Statement of Cash Flows
        For the Years Ended January 31, 2016 and
        2015
|---------------------------------------------------------------------------------------------------------------------------------









|                                                                        |  | 2016 |            | 2015
|----------------------------------------------------------------------- |  | ---- | ---------- | ----
|CASH FLOWS FROM OPERATING ACTIVITIES                                    |  |      |            |     
|Net Loss                                                                |  | $    | (1,309,420 | )   
|Adjustments to reconcile net loss to cash used by operating activities: |  |      |            |     
|Issuance of Common Stock for Services                                   |  |      | 36,000     |     
|Stock Option Expense                                                    |  |      | —          |     
|(Gain) Loss on change of derivative Liabilities                         |  |      | 587,826    |     
|Amortization of Debt Discount                                           |  |      | 194,711    |     
|Amortization of Deferred Financing Costs                                |  |      | 1,718      |     
|Loss on Debt Extinguishment                                             |  |      | 45,359     |     
|Change in Operating Assets and Liabilities:                             |  |      |            |     
|(Increase) in Accounts Receivable                                       |  |      | (995       | )   
|(Increase) in Other Current Assets                                      |  |      | (83        | )   
|(Decrease) Increase in Accounts Payable                                 |  |      | 21,472     |     
|Increase in Accrued Expenses – Related Party                            |  |      | —          |     
|Increase in Interest Payable                                            |  |      | 104,832    |     
|Increase in Deferred Revenue                                            |  |      | (11,000    | )   
|Increase in Accrued Expenses                                            |  |      | 22,693     |     
|CASH FLOWS (USED IN) OPERATING ACTIVITIES                               |  |      | (306,887   | )   
|                                                                        |  |      |            |     
|CASH FLOWS FROM FINANCING ACTIVITIES                                    |  |      |            |     
|Proceeds from Sale of Preferred Stock                                   |  |      | 50,000     |     
|Proceeds from Notes Payable – Related Party                             |  |      | 5,000      |     
|Proceeds from Notes Payable                                             |  |      | 229,006    |     
|Payments on Notes Payable                                               |  |      | (27,000    | )   
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                             |  |      | 257,006    |     
|                                                                        |  |      |            |     
|NET INCREASE (DECREASE) IN CASH                                         |  |      | (49,881    | )   
|                                                                        |  |      |            |     
|CASH AT BEGINNING OF PERIOD                                             |  |      | 49,881     |     
|CASH AT END OF PERIOD                                                   |  | $    | —          |     
|                                                                        |  |      |            |     
|Non-Cash Financing Items:                                               |  |      |            |     
|Discount Related to Convertible Debt                                    |  | $    | 185,458    |     
|Issuance of Common Shares for Debt conversion                           |  | $    | 121,373    |     
|Initial recognition of tainted derivative instrument                    |  |      | —          |     
|Write off of APIC from debt conversion                                  |  | $    | 389,855    |     
|Preferred Shares Issued for Debt Conversion                             |  | $    | 290,103    |     
|Cash Paid for Interest                                                  |  | $    | —          |     
|Income Taxes                                                            |  | $    | —          |     
|                                                                        |  |      |            |     



The Accompanying Notes are an Integral Part
of these consolidated Financial Statements.





27








MEDCAREERS GROUP, INC.

Notes to Financial Statements

January 31, 2016 and 2015





NOTE 1 – NATURE OF ACTIVITIES AND
SIGNIFICANT ACCOUNTING POLICIES



Nature of Activities,
History and Organization – The Company was formed as RX Scripted, LLC on December 30, 2004 as a North Carolina
limited liability company and converted to a Nevada corporation as RX Scripted, Inc. on December 5, 2007 and operates a website
for nurses, nursing schools and nurses organizations which enables the respective entities to communicate more easily and efficiently
with their members.

Significant Accounting
Policies:

The Company’s management
selects accounting principles generally accepted in the United States of America and adopts methods for their application.  The
application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies
used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial
statements.

Basis of Presentation:

The Company prepares
its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the
United States.

Principles of Consolidation:

The financial statements
include the accounts of MedCareers Group, Inc. as well as Nurses Lounge, Inc.  All significant inter-company transactions
have been eliminated.  All amounts are presented in U.S. Dollars unless otherwise stated.

Cash and Cash Equivalents:

The Company considers
all highly liquid instruments with a maturity of three months or less to be cash equivalents.  At times, cash balances
may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.  The carrying amount
approximates fair market value.

Income Taxes:

Income from the corporation
is taxed at regular corporate rates per the Internal Revenue Code.  Although the Company has tax loss carry-forwards (see
Note 7), there is uncertainty as to utilization prior to their expiration.  Accordingly, the future income tax asset amounts
have been fully reserved by a valuation allowance.

Income taxes are accounted
for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are
recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when
expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return
prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset
tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before
the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.



Use of Estimates:

In order to prepare financial
statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments
and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities,
if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions
could differ significantly from resolution currently anticipated by management and on which the financial statements are based.





28






Fair Value of Financial
Instruments:



Pursuant to ASC No.
820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial
instruments included on its balance sheet as of January 31, 2015.  The Company’s financial instruments consist
of cash, accounts payable, advances and notes payable.  The Company considers the carrying value of such amounts in the
financial statements to approximate their fair value due to the short-term nature of these financial instruments.



The ASC guidance for fair value measurements and disclosure establishes
a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy are described
below:



Level 1 Inputs – Quoted prices for identical instruments
in active markets.



Level 2 Inputs – Quoted prices for similar instruments
in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations
whose inputs are observable or whose significant value drivers are observable.



Level 3 Inputs – Instruments with primarily unobservable
value drivers.



As of January 31, 2016 and 2015, the Company’s derivative
liabilities were measured at fair value using Level 3 inputs, with the exception of cash, which was valued using Level 1 inputs.
See Note 8.



Policy on Related Party Transactions:



The company has a formal, written policy that includes procedures
intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy,
a “related party transaction” is a transaction in which the Company or any one of its subsidiaries participates and
in which a related party (including all of Medcareer’s directors and executive officers) has a direct or indirect material interest,
other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Any transaction exceeding
the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair
a director’s independence, must be approved by the CEO. Any related party transaction in which an executive officer or a
Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved
by Board of Directors, following appropriate disclosure of all material aspects of the transaction.



Derivative Liability:

The derivative liabilities are valued as a level 3 input for valuing
financial instruments. The derivatives arise from convertible debt where the debt is convertible into common stock at variable
conversion prices. As the price of the common stock varies it triggers a gain or loss based upon the discount to market assuming
the debt was converted at the balance sheet date.

The fair value of the derivative liability is determined
using the Black-Scholes option-pricing model, is re-measured on the Company’s reporting dates, and is affected by changes
in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest
rate.



Revenue Recognition:



Revenue from sales
are recognized as the services are performed and amounts are earned.  Certain sales are for services over the period of six
months or a year and those sales are recognized ratably over the period. Any amount collected but not earned is recorded as deferred
revenue. The Company recognizes revenue in accordance with ASC 605-10, "Revenue Recognition in Financial Statements",
(formerly Staff Accounting Bulletin No. 104 (“SAB 104”)).   Revenue is recognized when persuasive evidence
of an arrangement exists, delivery or service has occurred, the sales price is fixed or determinable and receipt of payment is
probable.





29








Stock-Based
Compensation:

The Company
accounts for stock options at fair value as prescribed in ASC 718. The Company estimates the fair value of each stock option
at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period,
if any, of the stock option.

Earnings per Common
Share:

Earnings (loss) per share
are calculated in accordance with ASC 260 “Earnings per Share”.   The weighted average number of common
shares outstanding during each period is used to compute basic earnings (loss) per share.  Diluted earnings per share
are computed using the weighted average number of shares and potentially dilutive common shares outstanding.   Dilutive
potential common shares are additional common shares assumed to be exercised.     Potentially dilutive
common shares consist of stock options and are excluded from the diluted earnings per share computation in periods where the Company
has incurred a net loss, as their effect would be considered anti-dilutive.

The Company had 6,982,500
options and warrants outstanding at January 31, 2016 which were potentially dilutive common stock equivalents but would be antidilutive
and are not included, therefore basic earnings per share equals diluted earnings per share for the year ended January 31, 2016. 
As the Company incurred a net loss during the year ended January 31, 2016, the basic and diluted loss per common share is the same
amount, as any common stock equivalents would be considered anti-dilutive.

Recently Issued Accounting
Pronouncements:

On June 10, 2014, FASB
issued Accounting Standards Update No. 2014-10, Development Stage Entities. The update removes the definition of a development
stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information
on the statements of operations, cash flows and stockholders’ deficit. The Company early adopted this standard for the period
covered by the report herein.

Revenue from Contracts
with Customers:    In May 2014, ASC 606 was issued related to revenue from contracts with customers.
Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects
the consideration that is expected to be received for those goods or services. The updated standard will replace most existing
revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative
effect transition method. Early adoption is not permitted. The standard will be effective for the Company's fiscal year beginning
January 1, 2017, including interim reporting periods within that year. The new guidance is not expected to have an impact
on the Company's consolidated financial statements.





NOTE 2 - NOTES
PAYABLE



The components of the Company’s
debt as of January 31, 2016 and 2015 were as follows:





The components of the Company’s
debt as of January 31, 2016 and 2015 were as follows:

|                                                                                   | Jan 2016  |  | Jan 2015
|---------------------------------------------------------------------------------- | --------- |  | --------
|Note Payable - $100,000, 12% interest payable monthly or accrued, due Nov 4, 2013  | $ 100,000 |  |         
|Note Payable - $16,000, 12% interest added to note quarterly, due January 31, 2014 | 16,000    |  |         
|Note Payable - $45,000, 12% interest added to note quarterly, due Nov 5, 2013      | 45,000    |  |         
|Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013       | 5,000     |  |         
|Note Payable - $40,000, 12% interest added to note quarterly, due April 28, 2013   | 18,000    |  |         
|Note Payable - $490,150, 12% interest payable monthly or accrued, due Oct 29, 2013 | 479,150   |  |         
|Note Payable - $4,000, 12% interest added to note quarterly, due April 30, 2013    | 4,000     |  |         
|Note Payable - $25,000, 12% interest added to note quarterly, due April 30, 2013   | 25,000    |  |         







30










|Note Payable - $50,000, 8% interest payable accrued until maturity, due Jan 27, 2016 | -        |         |  | 50,000  
|------------------------------------------------------------------------------------ | -------- | ------- |  | --------
|Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013         | 30,000   |         |  | 30,000  
|Note Payable - $42,500, 8% interest payable accrued until maturity, due Nov 20, 2014 | -        |         |  | 42,500  
|Note Payable - $32,500, 8% interest payable accrued until maturity, due Jan 22, 2015 | -        |         |  | 22,920  
|Note Payable - $32,500, 8% interest payable accrued until maturity, due June 2, 2015 | -        |         |  | 32,500  
|Note Payable - $33,000, 8% interest payable accrued until maturity, due Nov 23, 2014 | -        |         |  | 8,703   
|Note Payable - $32,000, 8% interest payable accrued until maturity, due Nov 1, 2014  | -        |         |  | 25,126  
|Note Payable - $75,000, 8% interest payable accrued until maturity, due July 1, 2015 | -        |         |  | 72,500  
|Note Payable - $25,000, 8% interest payable accrued to maturity, due Sept 24, 2016   | -        |         |  | 25,000  
|Note Payable - $5,000, 8% interest payable accrued to maturity, due Nov 25, 2015     | 5,000    |         |  | -       
|Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017   | 57,958   |         |  | -       
|Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017   | 259      |         |  |         
|Note Payable - $23,863, 8% interest payable accrued to maturity, due Sept 10, 2017   | 23,863   |         |  | -       
|Note Payable - $12,355 8% interest payable accrued to maturity, due Sept 10, 2017    | 12,355   |         |  | -       
|Note Payable - $34,280, 8% interest payable accrued to maturity, due Sept 10, 2017   | 27,450   |         |  | -       
|Note Payable - $38,677, 8% interest payable accrued to maturity, due Sept 10, 2017   | 38,677   |         |  | -       
|Note Payable - $25,000, 8% interest payable accrued to maturity, due Dec 7, 2017     | 25,000   |         |  | -       
|Deferred Financing Costs                                                             | (8,240   | )       |  | -       
|Debt Discount                                                                        | (104,900 | )       |  | (92,980)
|Subtotal                                                                             | 799,572  |         |  | 921,419 
|Related Party Debt                                                                   |          |         |  |         
|Note Payable - $19,500, 8% interest payable accrued until maturity, due Jan 2, 2015  | -        |         |  | 19,500  
|                                                                                     |          |         |  |         
|Note Payable - $5,500, 8% interest payable accrued until maturity, due July 8, 2015  | 5,500    |         |  | 5,500   
|Note Payable - $4,500, 8% interest payable accrued to maturity, due May 5, 2015      | 4,500    |         |  | 4,500   
|Note Payable - $24,297, 8% interest payable accrued to maturity, due May 14, 2015    | 23,297   |         |  | 23,297  
|Note Payable - $7,703, 8% interest payable accrued to maturity, due May 19, 2015     | 7,703    |         |  | 7,703   
|Note Payable - $26,500, 8% interest payable accrued to maturity, due June 12, 2015   | 26,500   |         |  | 26,500  
|Note Payable - $5,000, 8% interest payable accrued until maturity, due July 19, 2016 | 5,000    |         |  | 0       
|Debt Discount – Related Party                                                        | -        |         |  | (21,174)
|Subtotal – Related Party Debt                                                        | 72,500   |         |  | 65,826  
|Total                                                                                | $        | 872,072 |  |         





The Company had accrued
interest payable of $290,682 and $216,994 interest on the notes at January 31, 2016 and 2015, respectively.



The Company has entered in to various promissory
notes with lenders during the years ended January 31, 2016 and 2015 bearing interest at between 8% and 12% rate per annum, unsecured,
payable on demand and convertible into the Company’s common stock. The conversion price ranges from 52% to 50% of the average
of the three lowest closing bid prices of the common stock during the 10 or 25 trading days prior to conversion.



The Company analyzed the conversion option
for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument
should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement
of the above conversion options. The instrument is measured at fair value at the end of each reporting period or termination of
the instrument with the change in fair value recorded to earnings. The fair value of the embedded conversion option resulted in
a full discount of $183,323 to the note on the debt modification date. The discount will be amortized over the term of the note
to interest expense.





31








During the year ended January 31, 2016, the
Company converted a total of $101,236 of the convertible notes plus accrued interest into 233,429,417 common shares, and the Company
also converted related party notes and accrued interest of 20,137 into 38,724,769 common shares. As of January 31, 2016, $194,711
of the discount had been amortized to interest expense.



A summary of the debt in total is as follows:



|                                                                                  |  | 2016 |         | 2015
|--------------------------------------------------------------------------------- |  | ---- | ------- | ----
|Convertible debt – fixed conversion rate                                          |  | $    | 692,150 |     
|Convertible debt – variable conversion rates, net of debt discount                |  |      | 82,422  |     
|Convertible debt – variable conversion rates, Related Party, net of debt discount |  |      | 72,500  |     
|Non-Convertible debt                                                              |  |      | 25,000  |     
|Net                                                                               |  | $    | 872,072 |     





The Company has $692,150
and $748,853 of debt that is convertible at ranges from $0.06 to $1.00 per share and accrues interest between 8% and 12% at January
31, 2016 and 2015 respectively..



The Company has $25,000
and $45,000 of debt which has no conversion feature at January 31, 2016 and 2015 respectively



The Company has $82,422
and $127,566 of debt (net of debt discount) with variable conversion price ranges from 52% to 50% of the average of the three lowest
closing bid prices of the common stock during the 10 or 25 trading days prior to conversion as of January 31, 2016 and 2015 respectively.



The company has $72,500
and $65,826 of related party convertible debt at January 31. 2016 and 2015 respectively.



The Company entered into various note agreements
with financing entities, which provided for repayment at a premium, or if not paid, the financing entities had the right to convert
their note to common stock at a price of 50% to 52% of market price at the time of conversion. Certain of these notes were paid
off and certain notes were converted resulting in a loss on extinguishment of debt of $45,359 which is recorded as a charge to
the income statement.



The Company is in
default on a number of its promissory notes which provide legal remedies for satisfaction of defaults, none of which to this point
have pursued their legal remedies. The Company continues to accrue interest at the listed rates, and plans to seek their conversion
or payoff within the next twelve months. Accordingly, the Company has classified the entire loan amounts as a current liability.





NOTE 3 - STOCKHOLDERS’
DEFICIT



Preferred Stock:

The Company is
authorized to issue 20,001,000 shares of Preferred Stock, having a par value of $0.001 per share, of which 500,000 are
designated as Series A and 1,000 are designated as Series B.

Series A - There
were 330,000 and 0 Series A preferred shares outstanding at January 31, 2016 and 2015, respectively.

Series B - There
were 1,000 and 0 Series B preferred shares outstanding at January 31, 2016 and 2015, respectively.

Series A Preferred Stock

SECTION 1. DESIGNATION
OF SERIES; RANK.The series of preferred stock established hereby shall be designated "Series A Convertible Preferred
Stock" (and shall be referred to herein as the "Series A Preferred Shares"). The Series A Preferred
Shares shall rank senior to the Corporation's Common Stock. The Series A Preferred Shares shall, with respect to rights upon the
occurrence of a Liquidation Event (as defined in Section 6 below), rank senior to the Corporation's Common Stock. The authorized
number of Series A Preferred Shares shalt be five hundred thousand (500,000). The number of Series A Preferred Shares may be decreased
by resolution of the Board; provided, however, that no decrease shall reduce the number of Series A Preferred Shares to less than
the number of shares then issued and outstanding.



32






SECTION 2. DIVIDENDS.The holders of the Series A Preferred Shares shall not be entitled to receive a dividend, As long as any Series A Preferred
Shares remain outstanding, no dividends shall be declared on any Junior Stock without the consent in writing of holders of at least
a majority of the Series A Preferred Shares then outstanding.

SECTION
3. LIQUIDATION RIGHT PREFERENCE.In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary (a "Liquidation Event"), the holders of Series A Preferred Shares shall be entitled to receive in cash,
out of the assets of the Corporation available for distribution to stockholders, an amount per share for each outstanding Series
Preferred Share equal to $3.00 (the "Liquidation Value") after any payments shall be made or any assets shall be distributed
to the holders of Senior Stock, but before any payments shall be made or any assets shall be distributed to the holders of the
Corporation's Common Stock or any Junior Stock. As long as any Series A Preferred Shares remain outstanding, no amounts shall be
paid upon Liquidation Event to any Junior Stock without the consent in writing of holders of at least a majority of the Series
A Preferred Shares then outstanding. lf, upon any Liquidation Event, the assets of the Corporation are insufficient to pay the
Liquidation Value to which the holders of such Series A Preferred Shares are entitled, the holders of such Series A Preferred Shares
shall share pro rata in any such distribution in proportion to the full amounts to which they would otherwise be respectively entitled.
Neither the merger or consolidation of the Corporation into or with any other corporation nor the merger or consolidation of any
other corporation into or with the Corporation nor the sale, lease, exchange or other disposition (for cash, shares of stock, securities
or other consideration) of all or substantially all the assets of the Corporation shall be deemed to be a dissolution, liquidation
or winding up, voluntary or involuntary, of the Corporation.

SECTION 4. VOTING
RIGHTS.The holders of Series A Preferred Shares shall have voting rights as if their Series A Preferred Stock were converted
on the record date of any vote.

SECTION 5. CONVERSION.The holders
of Series A Preferred Shares shall have conversion rights and obligations as follows:

Conversion into Common Shares. The Series
A Preferred Shares have a forced conversion feature at the option of the Company after the following have been completed:

| | a. | Repurchase or extinguishment of all 'toxic debt' which notes have
conversion features tied to the market price of the stock.
| | -- | ----------------------------------------------------------------------------------------------------------------------------

| | b. | Allother significant dilutive provisions of the common stock have taken place so that
                                         there are no other dilutive provisions for common stock of the Company other than those
                                         that might be ordinary and customary and in the ordinary course of business. For example
                                         — including but not limited to, stock options for salespersons and employees; or
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c. | upon the total recapitalization of the Company, whereby allshareholders will be treated equally.
| | -- | ------------------------------------------------------------------------------------------------

All Conversion Shares
will, upon, issuance, be duly issued, fully paid and non-assessable and free from all taxes, liens, and charges with respect to
the issuance thereof.

SECTION 6. NOTICES
OF RECORD DATE.In the event that the Corporation shall propose at anytime to merge or consolidate with or into any
other entity, or sell all or substantially all its property or business, or to liquidate, dissolve or wind up, then, in connection
with each such event, the Corporation Shall send to the holders of the Series A Preferred Shares reasonable prior written notice
by rust class mail, postage prepaid, addressed to the holders of Series A Preferred Shares at the address for each such holder
as shown on the books of the Corporation. Any such proposed action shall at all times be subject to the rights, preferences and
privileges of the Series A Preferred Shares.

SECTION 7. RESERVATION
OF COMMON STOCK.The Corporation shall, at all times when the Series A Preferred Shares shall be outstanding, reserve and keep
available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Shares,
such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of
all outstanding Series A Preferred Shares

SECTION
8. CANCELLATION OF PREFERRED SHARES.All Series A Preferred Shares surrendered for conversion shall no longer be deemed to
be outstanding and all rights with respect to such shares, including the rights, ifany, to receive notices, shall forthwith
cease and terminate except only the right of the holders thereof to receive Conversion Shares and the Warrants, if applicable,
in exchange therefore. Any Series A Preferred Shares so converted shall be retired and canceled and shall not be reissued by the
Corporation; provided however, that each such share, after being retired and canceled, shall be restored to the status of an authorized
but unissued share of preferred stock without designation as to Series and may thereafter be issued as a share of preferred stock
not designated as Series A Preferred Shares; andthe Corporation may from time to
time take such appropriate action as may be necessary to reduce the authorized Series A Preferred Shares accordingly.





33






SECTION 9. NO IMPAIRMENT.The Corporation will not, by amendment of its Certificate of Incorporation or this Certificate of Designation or through any
reorganization, transfer of assets, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to he observed or performed hereunder by the Corporation but will at
all 'times in good faith assist in the carrying out of all the provisions of this Certificate of Designation and in the taking
of all such action as may be necessary or appropriate in order to protect against impairment of the rights described herein to
of the holders of the Series A Preferred Shares.

SECTION 10. LOSS, THEFT.
DESTRUCTION.Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of certificates
representing Series A Preferred Shares and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security
reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation of the Series
A Preferred Shares, the Corporation shall make, issue end deliver, in lieu of such lost, stolen, destroyed or mutilated certificates
representing Series A Preferred Shares, new certificates representing Series .B Preferred Shares of like tenor.,



Series B Preferred Stock

SECTION
1. DESIGNATION OF SERIES; RANK.The shares of such series of Series B Preferred Stock shall be designated as the "Series
B Preferred Stock" and the number of shares initially constituting such series shall be One Thousand (1,000) shares.

SECTION 2.	DIVIDENDS.The Holder(s) of the Series B Preferred Stock shall not be entitled to receive dividends paid

on the Company's common
stock ("Common Stock"). "Holder" shall mean the person or entity in which the Series B Preferred
Stock is registered on the books of the Company.

SECTION 3. LIQUIDATION
PREFERENCE.The Holder(s) of the Series B Preferred Stock shall not be entitled to any liquidation preference.

SECTION
4. VOTING.

4.1 Voting Rights.The Holders of the Series B Preferred Stock will have the voting rights as described in this Section 4 or as required by
law. For so long as any shares of the Series B Preferred Stock remain issued and outstanding, the Holders thereof, voting separately
as a class, shall have the right to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders
of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to fifty-one percent (51%)
of the total vote. For example, if there are 10,000 shares of the Company's common stock issued and outstanding at the time of
a shareholder vote, the Holders of the Series B Preferred Stock, voting separately as a class, will have the right to vote an aggregate
of 10,400 shares, out of a total number of 20,400 shares voting. For the sake of clarity and in an abundance of caution, the total
voting shares outstanding at the time of any and all shareholder votes (i.e., the total shares eligible to vote on any and all
shareholder matters) shall be deemed to include (a) the total Common Stock shares outstanding; (b) the voting rights applicable
to any outstanding shares of preferred stock, other than the Series B Preferred Stock, if any; and (c) the voting rights attributable
to the Series B Preferred Stock, as described herein, whether such Series B Preferred Stock shares are voted or not.

4.2 Amendments to Articles
of Incorporation and Bylaws.So long as the Series B Preferred Stock is outstanding, the Company shall not, without the
affirmative vote of the Holders of at least 66-2/3% of all outstanding shares of Series B Preferred Stock, voting separately as
a class (i) amend, alter or repeal any provision of the Articles of Incorporation or the Bylaws of the Company so as to adversely
affect the designations, preferences, limitations and relative rights of the Series B Preferred Stock, (ii) effect any reclassification
of the Series B Preferred Stock, or (iii) designate any additional series of preferred stock, the designation of which adversely
effects the rights, privileges, preferences or limitations of the Series B Preferred Stock set forth herein.

4.3 Amendment
of Rights of Series B Preferred Stock.The Company shall not, without the affirmative vote of the Holders of at least 66-2/3%
of all outstanding shares of the Series BPreferred Stock, amend, alter or repeal any provision of this Certificate of Designation,
PROVIDED, HOWEVER, that the Company may, by any means authorized by law and without any vote of the Holders of shares of the Series
B Preferred Stock, make technical, corrective, administrative or similar changes in this Certificate of Designation that do not,
individually or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series B Preferred
Stock.



34








SECTION 5. CONVERSION RIGHTS.The
shares of the Series B Preferred Stock shall have no conversion rights. SECTION 6. RESERVED.

SECTION 7.	NOTICES.Any notice required
hereby to be given to the Holders of shares of the Series B Preferred Stock

shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each Holder of record at his, her or its address appearing
on the books of the Company.

SECTION 8. PROTECTIVE
PROVISIONS.Subject to the rights of series of Series B Preferred Stock which may from time to time come into existence, so
long as any shares of Series B Preferred Stock are outstanding, this Company shall not without first obtaining the approval (by
written consent, as provided by law) of the Holders of a majority of the then outstanding shares of Series B Preferred Stock, voting
together as a class:

(a)Increase or decrease the total number of authorized or designated
shares of Series B Preferred Stock;

(b)Effect an exchange, reclassification, or cancellation of all or a part of the Series B Preferred
Stock;

(c)Effect an exchange, or create a right of exchange, of all or part
of the shares of another class ofshares into shares of Series B Preferred Stock; or

(d)Alter or change the rights, preferences or privileges of the shares of Series B Preferred
Stock so as to affect adversely the shares of such series, including the rights set forth in this Certificate of Designations.

PROVIDED, HOWEVER,that
the Company may, by any means authorized by law and without any vote of the Holders of shares of the Series B Preferred Stock,
make technical, corrective, administrative or similar changes in this Certificate of Designation that do not, individually or in
the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series B Preferred Stock.

SECTION 9. NO OTHER
RIGHTS OR PRIVILEGES.Except as specifically set forth herein, the Holders of the Series B Preferred Stock shall have no other
rights, privileges or preferences with respect to the Series B Preferred Stock.

SECTION 10. MISCELLANEOUS.

(a)The headings of the various sections and subsections of this Certificate of Designation are
for convenience of reference only and shall not affect the interpretation of any of the provisions of this Certificate of Designation.

(b)Whenever possible, each provision of this Certificate of Designation shall be interpreted
in a manner as to be effective and valid under applicable law and public policy. If any provision set forth herein is held to be
invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions
of this Certificate of Designation. No provision herein set forth shall be deemed dependent upon any other provision unless so
expressed herein. If a court of competent jurisdiction should determine that a provision of this Certificate of Designation would
be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary
to render the provision in question effective and valid under applicable law.

(c)Except as may otherwise be required by law, the shares of the Series
B Preferred Stock shall not have any powers, designations, preferences or other special rights, other than those specifically set
forth in this Certificate of Designation.



The Company sold 50,000
shares of Series A Preferred Stock for $50,000 cash.

The Company issued 280,000
shares of Series A Preferred Stock for conversion of debt of $290,103.



35






Common Stock:

The Company is authorized
to issue 4,000,000,000 common shares at a par value of $0.001 per share.  These shares have full voting rights.  At January
31, 2016 and 2015, there were 454,838,100 and 95,683,914 shares outstanding, respectively.  No dividends were paid in the
years ended January 31, 2016 or 2015.

|The Company issued the following shares of common stock in the year ended January 31, 2015:                                              |  |  |            
|---------------------------------------------------------------------------------------------------------------------------------------- |  |  | -----------
|Conversion of Accrued Expenses to Common Stock                                                                                           |  |  | 6,721,875  
|Conversion of Notes Payable to Common Stock                                                                                              |  |  | 23,246,671 
|The company issued 29,968,546 shares of common stock for the conversion of Notes payable and accrued interest in the amount of $410,562. |  |  |            
|                                                                                                                                         |  |  |            
|The Company issued the following shares of common stock in the year ended January 31, 2016:                                              |  |  |            
|Issuance of Common Shares to Related Parties for Services with a market value of $34,800                                                 |  |  | 87,000,000 
|Conversion of Notes Payable to Common Stock                                                                                              |  |  | 233,429,417
|Conversion of Notes Payable to Common Stock – Related Party                                                                              |  |  | 38,724,769 

The company issued 233,429,417
shares of common stock for the conversion of Notes payable and accrued interest in the amount of $101,236.

The company issued 38,724,769
shares of common stock for the conversion of related party notes payable and accrued interest in the amount of $20,137.

Options and Warrants:

The Company recorded option and warrant expense of $0 and $35,000
in the years ended January 31, 2016 and 2015, respectively.



The Company had the following options or warrants outstanding at
January 31, 2016:



|Issued To   | # Options | Dated      | Expire     | Strike Price    | 
|----------- | --------- | ---------- | ---------- | --------------- | 
|Shareholder | 127,500   | 08/28/2011 | 08/28/2016 | $0.10 per share | 
|Shareholder | 127,500   | 04/29/2012 | 04/29/2017 | $0.10 per share | 
|Shareholder | 100,000   | 03/29/2013 | 03/29/2016 | $0.10 per share | 
|Shareholder | 127,500   | 07/31/2013 | 07/31/2017 | $0.10 per share | 
|Shareholder | 1,000,000 | 08/31/2012 | 08/31/2016 | $0.12 per share | 
|Shareholder | 2,000,000 | 01/18/2013 | 01/18/2018 | $0.05 per share | 
|Lender      | 3,500,000 | 07/02/2015 | 07/01/2019 | $0.10 per share | 
|            |           |            |            |                 | 
|            |           |            |            |                 | 





|                                |          | Options |           |  | Weighted Average |   |  | Warrants |  | Weighted Average
|------------------------------- | -------- | ------- | --------- |  | ---------------- | - |  | -------- |  | ----------------
|Exercise                        | Exercise
|Price                           | Price   
|Outstanding at January 31, 2013 |          |         | 6,000,000 |  |                  | $ |  | 0.25     |  |                 
|Year ended January 31, 2015:    |          |         |           |  |                  |   |  |          |  |                 
|Granted                         |          |         | 2,000,000 |  |                  |   |  | 0.25     |  |                 
|Exercised                       |          |         | 0         |  |                  |   |  | —        |  |                 
|Forfeited and canceled          |          |         | 0         |  |                  |   |  |          |  |                 
|Outstanding at January 31, 2015 |          |         | 8,000,000 |  |                  | $ |  | 0.25     |  |                 
|Granted                         |          |         | 0         |  |                  |   |  |          |  |                 
|Exercised                       |          |         | 0         |  |                  |   |  | —        |  |                 











36








|Forfeited and canceled          |                                                                                       |                       | 8,000,000          |       |             |             |                     |                    |  |  |           |           |  |   |     
|------------------------------- | ------------------------------------------------------------------------------------- | --------------------- | ------------------ | ----- | ----------- | ----------- | ------------------- | ------------------ |  |  | --------- | --------- |  | - | ----
|Outstanding at January 31, 2016 |                                                                                       |                       | 0                  |       |             | $           |                     | —                  |  |  |           | 6,982,500 |  | $ | 0.13
|                                |                                                                                       |                       |                    |       |            
|                                |                                                                                       |                       |                    |       |            
|                                | Summary of options outstanding and exercisable as of January 31, 2015 is as follows:  |                       |                    |       |            
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                | Range of Exercise                                                                     |                       | Weighted   Average |       |             |             | Number of  Options  | Number of  Options | 
|                                | Prices                                                                                | Remaining Contractual |                    |       | Outstanding | Exercisable |                    
|                                |                                                                                       | Life (years)          |                    |       |             |             |                    
|                                | $0.25                                                                                 |                       |                    | 0.625 |             |             |                     | 6,000,000          |  |  | 6,000,000 |          
|                                | $0.25                                                                                 |                       |                    | 0.625 |             |             |                     | 2,000,000          |  |  | 2,000,000 |          
|                                | $0.25                                                                                 |                       |                    | 0.625 |             |             |                     | 8,000,000          |  |  | 8,000,000 |          
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                | Summary of warrants outstanding and exercisable as of January 31, 2015 is as follows: |                       |                    |       |            
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                | Range of Exercise                                                                     |                       | Weighted  Average  |       |             |             | Number of  Warrants | Number of Warrants | 
|                                | Prices                                                                                | Remaining Contractual |                    |       | Outstanding | Exercisable |                    
|                                |                                                                                       | Life (years)          |                    |       |             |             |                    
|                                | $ 0.05 to $ 0.12                                                                      |                       |                    | 3.11  |             |             |                     | 6,982,500          |  |  | 6,982,500 |          
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  | 0         |          
|                                | $ 0.05 to $ 0.12                                                                      |                       |                    | 3.11  |             |             |                     | 6,982,500          |  |  | 6,982,500 |          
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                | Summary of options outstanding and exercisable as of January 31, 2016 is as follows:  |                       |                    |       |            
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                | Range of Exercise                                                                     |                       | Weighted  Average  |       |             |             | Number of  Options  | Number of Options  | 
|                                | Prices                                                                                | Remaining Contractual |                    |       | Outstanding | Exercisable |                    
|                                |                                                                                       | Life (years)          |                    |       |             |             |                    
|                                | $0.00                                                                                 |                       |                    | 0.00  |             |             |                     | 0                  |  |  | 0         |          
|                                | $0.00                                                                                 |                       |                    | 0.00  |             |             |                     | 0                  |  |  | 0         |          
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                | Summary of warrants outstanding and exercisable as of January 31, 2016 is as follows: |                       |                    |       |            
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                | Range of Exercise                                                                     |                       | Weighted  Average  |       |             |             | Number of  Warrants | Number of Warrants | 
|                                | Prices                                                                                | Remaining Contractual |                    |       | Outstanding | Exercisable |                    
|                                |                                                                                       | Life (years)          |                    |       |             |             |                    
|                                | $ 0.05 to $ 0.12                                                                      |                       |                    | 2.11  |             |             |                     | 6,982,500          |  |  | 6,982,500 |          
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |          
|                                | $ 0.05 to $ 0.12                                                                      |                       |                    | 2.11  |             |             |                     | 6,982,500          |  |  | 6,982,500 |          
|                                |                                                                                       |                       |                    |       |             |             |                     |                    |  |  |           |           |  |   |     





37








NOTE 4 –
EMPLOYEE BENEFIT PLANS

During the years ended
January 31, 2016 and 2015, there were no qualified or non-qualified employee pension, profit sharing, stock option, or other plans
authorized for any class of employees.

As of January 31, 2016
and 2015 the Company had $0 and $0 of related party accrued expenses related to accrued compensation for two employees.

NOTE 5 –
INCOME TAXES



The Company has adopted
ASC 740-10, “Income Taxes”, which requires the use of the liability method in the computation of income tax
expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset).   Valuation
allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.



MedCareers Group,
Inc. has incurred losses since inception.  Therefore, MedCareers has no federal tax liability.  Additionally
there are limitations imposed by certain transactions which are deemed to be ownership changes.  The net deferred tax
asset generated by the loss carryforward has been fully reserved.  The cumulative net operating loss carryforward is
about $8,032,780 and $6,723,360 at January 31, 2016 and 2015 respectively of which $4,792,389 and $4,244,253 is available for carryforward
for federal income tax purposes respectively and will expire in fiscal years 2026 to 2031.  At January 31, 2016 and 2015,
the deferred tax asset consisted of the following:



|                         |  | 2016 |            | 2015
|------------------------ |  | ---- | ---------- | ----
|Deferred tax asset:      |  |      |            |     
|Net operating loss       |  | $    | 1,629,412  |     
|Less valuation allowance |  |      | (1,629,412 | )   
|Net deferred tax asset   |  | $    | —          |     



NOTE 6 –
COMMITMENTS AND CONTINGENCIES



There is pending litigation initiated by the Company around the
validity of a $100,000 note which the Company signed based upon representations of funding from the maker which were never received.
The Company is initiated litigation to dispute the note and the 10,151, 540 shares that have been issued.





NOTE 7 - GOING
CONCERN AND FINANCIAL POSITION



MedCareers’
financial statements are prepared using United States generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company
has incurred cumulative losses through January 31, 2016 of $8,032,780 and has a working capital deficit at January 31, 2016 of
$(1,994,621).



Historically, revenues
have not been sufficient to cover operating costs that would permit the Company to continue as a going concern.  The
potential proceeds from the sale of common stock and other contemplated debt and equity financing, and increases in operating revenues
from new development and business acquisitions might enable MedCareers to continue as a going concern.  These conditions
raise substantial doubt about the company’s ability to continue as a going concern. There can be no assurance that the Company
can or will be able to complete any debt or equity financing, or develop or acquire one or more business interests on terms favorable
to it.  MedCareers’ financial statements do not include any adjustments that might result from the outcome of this
uncertainty.





38








|NOTE 8 – FAIR VALUE OF FINANCIAL INSTRUMENTS
|--------------------------------------------

The ASC guidance for fair value measurements
and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair
value hierarchy are described below:

Level 1 Inputs – Quoted
prices for identical instruments in active markets.

Level 2 Inputs – Quoted
prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active;
and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Instruments
with primarily unobservable value drivers.

As of January 31, 2016 and January 31,
2015, the Company’s financial assets were measured at fair value using Level 3 inputs, with the exception of cash, which
was valued using Level 1 inputs.

Fair Value Measurement at January 31, 2016
Using:

|                       |  | January 31, 2016 |         | Quoted Prices in ActiveMarketsFor Identical Assets(Level 1) |  | Significant OtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level 3)
|---------------------- |  | ---------------- | ------- | ----------------------------------------------------------- |  | ------------------------------------------ | - | --------------------------------------
|Assets:                |  |                  |         |                                                             |  |                                            |   |                                       
|None                   |  |                  | —       |                                                             |  |                                            | — |                                       
|Totals                 |  | $                | —       |                                                             |  | $                                          | — |                                       
|                       |  |                  |         |                                                             |  |                                            |   |                                       
|                       |  |                  |         |                                                             |  |                                            |   |                                       
|Liabilities:           |  |                  |         |                                                             |  |                                            |   |                                       
|Derivative Liabilities |  | $                | 745,129 |                                                             |  |                                            | — |                                       
|Totals                 |  | $                | 745,129 |                                                             |  | $                                          | — |                                       
|                       |  |                  |         |                                                             |  |                                            |   |                                       



|
|



39










|Fair Value Measurement at January 31, 2015: |  |   |         |  |  |   |   |  |  |   |   |  |  |   |         | 
|------------------------------------------- |  | - | ------- |  |  | - | - |  |  | - | - |  |  | - | ------- | 
|Assets:                                     |  |   |         |  |  |   |   |  |  |   |   |  |  |   |         | 
|None                                        |  |   | —       |  |  |   | — |  |  |   | — |  |  |   | —       | 
|Totals                                      |  | $ | —       |  |  | $ | — |  |  | $ | — |  |  | $ | —       | 
|                                            |  |   |         |  |  |   |   |  |  |   |   |  |  |   |         | 
|                                            |  |   |         |  |  |   |   |  |  |   |   |  |  |   |         | 
|Liabilities:                                |  |   |         |  |  |   |   |  |  |   |   |  |  |   |         | 
|Derivative Liabilities                      |  |   | 363,523 |  |  |   | — |  |  |   | — |  |  | $ | 363,523 | 
|Totals                                      |  |   | 363,523 |  |  |   | — |  |  |   | — |  |  | $ | 363,523 | 
|                                            |  |   |         |  |  |   |   |  |  |   |   |  |  |   |         | 



Derivative Liability:

As of January 31, 2016 and January 31,
2015 the company had $745,129 and $363,523 recorded as derivative liabilities. During the years ended January 31, 2016 and 2015
the company recorded $633,185 in loss and $184,717 in gain from the change in the fair value of derivative liabilities.

The derivative liabilities are valued as a level 3 input for valuing
financial instruments.

The derivatives arise from convertible debt where the debt is convertible
into common stock at variable conversion prices. As the price of the common stock varies it triggers a gain or loss based upon
the discount to market assuming the debt was converted at the balance sheet date.

The fair value of the derivative liability is determined
using the Black-Scholes option-pricing model, is re-measured on the Company’s reporting dates, and is affected by changes
in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest
rate. In our calculation at Janaury 31, 2016, volatility ranged from 385% to 437%, the term ranged from 0.49 to 0.64 years, and
the risk free interest rate was 6%.



|                                                                         |  | Level 3    
|------------------------------------------------------------------------ |  | -----------
|                                                                         |  | Derivatives
|Balance, January 31, 2014                                                |  | $          
|Derivative Liabilities due to Convertible Debt                           |  | $          
|Derivative Liabilities write off due to debt repayment                   |  | $          
|Reclassification of Derivative Liabilities to Additional Paid in Capital |  |            
|Due to Conversion of Notes Payable                                       |  | $          
|Market to Market adjustment of Derivatives                               |  | $          
|Derivative Liabilities due to Tainted Warrants                           |  | $          
|Balance, January 31, 2015                                                |  | $          
|Derivative Liabilities due to New Convertible Debt                       |  | $          
|Derivative Liabilities write off due to debt repayment                   |  | $          
|Reclassification of Derivative Liabilities to Additional Paid in Capital |  |            
|Due to Conversion of Notes Payable                                       |  | $          
|Market to Market adjustment of Derivatives                               |  | $          
|Ending Balance, January 31, 2016                                         |  | $          
|                                                                         |  |            





NOTE 9 – RELATED PARTY TRANSACTIONS



The
company issued 38,724,769 shares of common stock for the conversion of related party notes payable and accrued interest in the
amount of $20,137



During the year ended January 31, 2016,
the Company issued 15,000,000 shares for services to the Vice-President of the subsidiary of the Company. These shares had
a market value of $6,000.





40








During the year ended January 31, 2016,
the Company issued 72,000,000 shares for services to the President of the Company. These shares had a market value
of $28,800.



The Company maintains its executive offices of approximately 300
sq. ft., at 758 E. Bethel School Road, Coppell, Texas 75019 in the home of the President and CEO for which it pays no rent. The
Company plans to lease office space when their operations require it and funding permits.



NOTE 10 - SUBSEQUENT EVENTS



Subsequent to year end, the Company borrowed $105,000 on a Convertible
Notes:



|Note Payable - $25,000, 8% interest payable accrued until maturity, due Feb 3, 2017      | $25,000
|---------------------------------------------------------------------------------------- | -------
|Note Payable - $30,000, 8% interest payable accrued until maturity, due Mar 3, 2017      | $30,000
|Note Payable - $25,000, 8% interest payable accrued until maturity, due Mar 24, 2017     | $25,000
|Note Payable - $25,000, 8% interest payable accrued until maturity, due February 5, 2017 | $25,000



In the period since January 31, 2016, the Company issued 70,854,634
shares of restricted common stock pursuant to the conversion of various outstanding convertible promissory notes. The Notes provided
conversion features which was tied to the market price of the Company’s common stock.



The Company increased its authorized common stock to 4,000,000,000.















41








Item
9.	               Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



The Company changed auditors this year.
There were no disagreements with the Company’s prior auditor.





Item 9A.	             Controls and Procedures



Evaluation of Disclosure on Controls
and Procedures

We carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of January 31, 2016. This evaluation was accomplished under the supervision and with the participation of our Chief Executive
Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) who concluded that our disclosure
controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer),
as appropriate, to allow timely decisions regarding required disclosure.

We have identified the following weaknesses
in our internal controls:

Reliance upon independent financial
reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction

Lack of sufficient accounting
staff which results in a lack of segregation of duties necessary for a good system of internal control and a deficiency of staffing
of accounting personnel with experience in SEC reporting and GAAP.

In order to remedy our existing
internal control deficiencies, as our finances allow, we will hire additional accounting staff.

Management’s Annual Report on Internal
Control Over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles
in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts
and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s
assets that could have a material effect on the financial statements.

Because of inherent limitations, a system
of 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 due to change in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation
of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework at January 31, 2016. Based
on its evaluation, our management concluded that, as of January 31, 2016, our internal control over financial reporting was not
effective because of limited staff and a need for a full time chief financial officer. A material weakness is a deficiency, or
a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on
a timely basis.





42






This annual report does not include an attestation
report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s
report was not subject to the attestation by the Company’s registered public accounting firm pursuant to rules of the SEC
that permit the Company to provide only management’s report in this annual report.



Changes in Internal Controls over
Financial Reporting

There were no changes in our internal control
over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially
affect, our internal control over financial reporting.



Item 9B.              Other Information

None.























43








PART III



Item 10.	               Directors, Executive Officers and Corporate
Governance

The following table lists the names and
ages of the executive officers and director of the Company.  The director(s) will continue to serve until the next annual
shareholders meeting, or until their successors are elected and qualified. All officers serve at the discretion of the Board of
Directors.



|Name          |  | Age |  | Position                                                                                                                      |  | Date First Appointed/Elected To the Company
|------------- |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------
|Timothy Armes |  | 58  |  | Chairman, Chief Executive Officer, President, Secretary and Treasurer and President and Chief Executive Officer of Medcareers |  | August 2011                                
|              |  |     |  | Same titles - Nurses Lounge                                                                                                   |  | September 2006                             
|Garret Armes  |  | 29  |  | Vice President of Nurses Lounge                                                                                               |  | November 18, 2009                          
|              |  |     |  |                                                                                                                               |  |                                            

Timothy Armes.
Mr. Armes has served as President and Chief Executive Officer of Medcareers since August 2011 and of Nurses Lounge since September
2002.  From February 2011 to August 2011, Mr. Armes served as the Chief Operating Officer of the Company. Since August
2011, Mr. Armes has served as the Chairman, Chief Executive Officer, President, Secretary and Treasurer of the Company. Mr. Armes
began his career in recruiting when he entered the career fair business in 1987. In 1992 Mr. Armes launched one of the first online
job bulletin boards which eventually grew into jobs.com. As CEO of Jobs.com he raised over 100 million dollars and grew it into
one of the top employment web sites before leaving the company in May of 2000.   Prior to entering the career fair
business, Mr. Armes began his career as an auditor for Ernst and Young and then as a real estate workout specialist with different
firms in the mid 1980’s. Mr. Armes obtained a Bachelor of Business Administration degree in Accounting from the University
of Texas in 1980 and is a Certified Public Accountant.



Director Qualifications:

The Company believes that Mr. Armes
is well qualified to serve as a Director of the Company because of his significant experience working with and building Nurses
Lounge (which since November 2010, has been our wholly-owned operating subsidiary); his prior experience growing Jobs.com, and
his financial and accounting background.

Garret
Armes. Has served as the Vice President of Nurses Lounge since November 18, 2010 and as Vice President of Nurses Lounge
since the launch of the Nurses Lounge network in March,2009.Garret
is a 2008 graduate of the University of North Texas with a Bachelor of Arts in Advertising and a Minor in Marketing. Upon graduation
Garret assumed several responsibilities with Nurses Lounge. When Nurses Lounge magazine was in circulation he created in-house
ads, wrote articles, assisted with layout, and managed the distribution lists. Garret led the transition of the website from a
portal into a professional network for nurses including design and re-launching of the site as well as the day-to-day administration.
Responsibilities range from creating banner ads, writing articles and press releases, sales and support, web development and design,
as well as lead community administrator. Garret Armes is the son of Timothy Armes.



Corporate
Governance



The
Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely
and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the
“SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental
laws, rules and regulations.



In
lieu of an Audit Committee, the Company’s Board of Directors (currently consisting solely of Timothy Armes), is responsible
for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness
of the annual audit of the Company's financial statements and other services provided by the Company’s independent public
accountants. The Board of Directors reviews the Company's internal accounting controls, practices and policies.





44








Committees
of the Board



Our
Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does
our Company have a written nominating, compensation or audit committee charter. The Board of Directors believes that it is not
necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the sole
director.



Audit
Committee Financial Expert



Our
Board of Directors has determined that we do not have an independent board member that qualifies as an "audit committee
financial expert" as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as "independent"
as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Exchange Act.



We
believe that our sole director is capable of analyzing and evaluating our financial statements and understanding internal controls
and procedures for financial reporting. The sole director does not believe that it is necessary to have an audit committee because
management believes that the functions of an audit committee can be adequately performed by the sole director. In addition, we
believe that retaining an independent director who would qualify as an "audit committee financial expert" would
be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that
we have not generated any positive cash flows from operations to date.



Involvement
in Certain Legal Proceedings



Our
sole director and our executive officers have not been involved in any of the following events during the past ten years:



|1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);                                                                                                                                                     
|3. | being subject to any order, judgment, or decree, not subsequently reversed, 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; or
|4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.                                     



Board
Meetings and Annual Meeting



During
the fiscal year ended January 31, 2016, our Board of Directors (currently consisting solely of Timothy Armes) did not meet or hold
any formal meetings.  We did not hold an annual meeting in the year ended 2016.  In the absence of formal board
meetings, the Board conducted all of its business and approved all corporate actions during the fiscal year ended January 31, 2016
by the unanimous written consent of its sole director.



Code
of Ethics



We
have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees
and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and
state criminal, business conduct and securities laws are adequate ethical guidelines.   In the event our operations,
employees and/or directors expand in the future, we may take actions to adopt a formal Code of Ethics.



Shareholder
Proposals



Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for
directors. The sole director believes that, given the stage of our development, a specific nominating policy would be premature
and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any
specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or
procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders,
and make recommendations for election or appointment.





45








A
shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief
Executive Officer, at the address appearing on the first page of this report.



Item 11.	               Executive Compensation

Summary Compensation Table

The table below summarizes the total
compensation paid or earned by the Company’s Chief Executive Officer and Chief Financial Officer during the fiscal years
ended January 31, 2016 and 2015. The Company did not have any executive officers who received total compensation in excess of $100,000
during the fiscal years disclosed below, other than disclosed below.

|Name and principal position (1)                       | Year | Salary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Bonus | Stock Awards ($) | Option Awards | All other compensation
        * | Total compensation | 
|----------------------------------------------------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---------------- | ------------- | -------------------------------- | ------------------ | 
|                                                      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                  |               |                                  |                    | 
|Timothy Armes                                         | 2016 | $75,400                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -     | $30,000          | -             | -                                | $105,400           | 
|CEO, President, Treasurer, Secretary and Director (2) | 2015 | $85,900                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -     | -                | -             | -                                | $85,900            | 
|                                                      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                  |               |                                  |                    | 
|Garret Armes                                          | 2016 | $29,850                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -     | $6,000           | -             | -                                | $35,850            | 
|Vice President Nurses Lounge                          | 2015 | $32,300                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -     | -                | -             | -                                | $32,300            | 
|                                                      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                  |               |                                  |                    | 
|                                                      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                  |               |                                  |                    | 
|                                                      | *    | Does not include any accruals not paid in cash or perquisites and other personal benefits in amounts less than 10% of the total annual salary and other compensation.  No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. The value of the Stock Awards and Option Awards in the table above, if any, was calculated based on the fair value of such securities calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.
|                                                      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                  |               |                                  |                    | 

(1)No executive director receive any consideration, separate from the compensation they received
as an executive officer of the Company (if any) for service on the Board of Directors of the Company during the periods disclosed.

Employment Agreements

The Company (through Nurses Lounge) has employment
agreements in place with its President and Vice President that provide for the following:

















46








Timothy Armes, President



In November 2010,
Nurses Lounge entered into an Employment Agreement with Timothy Armes, pursuant to which Mr. Armes agreed to serve as President
and Chief Executive Officer of Nurses Lounge until November 30, 2012, subject to yearly extensions, unless terminated by either
party thirty days prior to November 30, 2012, and each anniversary date of the parties’ entry into the agreement thereafter.  Pursuant
to the agreement, Nurses Lounge agreed to pay Mr. Armes $120,000 per year; that Mr. Armes would be eligible for a discretionary
bonus in the determination of the Board of Directors of the Company; and that Mr. Armes would be granted options to purchase 4,000,000
shares of common stock of the Company at an exercise price of $0.25 per share.  The options are subject to certain vesting
requirements provided in Mr. Armes’ option agreement.  In the event the agreement is terminated without cause by
Nurses Lounge, Mr. Armes is to receive 12 months of his base salary as severance pay.  In the event the agreement is
terminated for any other reason, Mr. Armes is to receive such consideration as has been earned by him as of the date of such termination.  Mr.
Armes agreed not to compete with the Company for 12 months following the termination of the agreement.



Garret Armes, Vice President Nurses Lounge



In November 2010,
Nurses Lounge entered into an Employment Agreement with Garret Armes, pursuant to which Mr. Armes agreed to serve as Vice President
of Nurses Lounge on a continuing month-to-month basis until such time as either party provides the other 30 days prior written
notice of its intention to terminate the agreement. Pursuant to the agreement, Nurses Lounge agreed to pay Mr. Armes $36,000 per
year; that Mr. Armes would be eligible for a discretionary bonus in the determination of the Board of Directors of the Company;
and that Mr. Armes would be granted options to purchase 2,000,000 shares of common stock of the Company at an exercise price of
$0.25 per share.  The options are subject to certain vesting requirements provided in Mr. Armes’ option agreement.  
Mr. Armes agreed not to compete with the Company for 12 months following the termination of the agreement.



Grants
of Plan-Based Awards





Outstanding Equity Awards at Fiscal
Year End. None.



Potential Payments upon Termination
or Change in Control

The Company does not have any contract, agreement,
plan or arrangement with its named executive officers that provides for payments to a named executive officer at, following, or
in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of the
Company, or a change in the named executive officer’s responsibilities following a change in control.



Retirement Plans

The Company does not have any plan that provides
for the payment of retirement benefits, or benefits that will be paid primarily following retirement.



Compensation of Directors

In the past, the Company has not instituted
a policy of compensating non-management directors. However, the Company plans to use stock-based compensation to attract and retain
qualified candidates to serve on its Board of Directors. In setting director compensation, the Company will consider the significant
amount of time that directors expend in fulfilling their duties to the Company, as well as the skill-level required by the Company
of its Board members.







47








Item
12.                Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following
table sets forth information regarding the beneficial ownership of our voting stock, as of May 12, 2016, by: (i) each person known
by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (ii) each of our officers and directors
(provided that Mr. Armes currently serves as our sole director); and (iii) all of our officers and directors as a group.



Based on
information available to us, all persons named in the table have sole voting and investment power with respect to all shares of
common stock beneficially owned by them, unless otherwise indicated. Beneficial ownership is determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended. In computing the number of shares beneficially owned by a person
or a group and the percentage ownership of that person or group, shares of our common stock subject to options or warrants currently
exercisable or exercisable within 60 days after May 12, 2016 are deemed outstanding, but are not deemed outstanding for the purpose
of computing the percentage of ownership of any other person. The following table is based on 454,838,100 common shares issued
and outstanding as of May 16, 2016



|                             | Beneficial Owner                                                       | Address                                               | Common Shares | Percent
        Ownership
|---------------------------- | ---------------------------------------------------------------------- | ----------------------------------------------------- | ------------- | -------------------------
|                             |                                                                        |                                                       |               |                          
|Common Stock                 | Timothy Armes
        Chairman / CEO
        President, Secretary, CFO | 748 E Bethel School Road
        Coppell, Texas 75019 | 129,627,564   | 28.5%                    
|                             |                                                                        |                                                       |               |                          
|Common Stock                 | Garret Armes
        Vice President Nurses Lounge                      | 748 E Bethel School Road
        Coppell, Texas 75019 | 16,945,000    | 3.7%                     
|                             |                                                                        |                                                       |               |                          
|                             | All Officers and Directors as a Group (2 Persons)                      |                                                       | 146,572,641   | 32.2%                    
|                             |                                                                        |                                                       |               |                          
|Greater than 5% Shareholders |                                                                        |                                                       |               |                          



Item 13.                 Certain Relationships
and Related Transactions, and Director Independence

In November 2010,
Nurses Lounge entered into an Employment Agreement with Timothy Armes, pursuant to which Mr. Armes agreed to serve as President
and Chief Executive Officer of Nurses Lounge until November 30, 2012, subject to yearly extensions, unless terminated by either
party thirty days prior to November 30, 2012, and each anniversary date of the parties’ entry into the agreement thereafter.  Pursuant
to the agreement, Nurses Lounge agreed to pay Mr. Armes $120,000 per year; that Mr. Armes would be eligible for a discretionary
bonus in the determination of the Board of Directors of the Company; and that Mr. Armes would be granted options to purchase 4,000,000
shares of common stock of the Company at an exercise price of $0.25 per share.  The options are subject to certain vesting
requirements provided in Mr. Armes’ option agreement. The options subsequently expired without any being exercised. In
the event the agreement is terminated without cause by Nurses Lounge, Mr. Armes is to receive 12 months of his base salary as severance
pay.  In the event the agreement is terminated for any other reason, Mr. Armes is to receive such consideration as has
been earned by him as of the date of such termination.  Mr. Armes agreed not to compete with the Company for 12 months
following the termination of the agreement.

In December of 2016,
Mr. Armes was issued 72 million shares as part of his employment with the Company.



Additionally, in consideration
for agreeing to employment, Garret Armes, the Vice President of Nurses Lounge and the son of Timothy Armes, was granted options
to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.25 per share (together with the options
granted to Timothy Armes, the “Options”). The Options were exercisable, subject to vesting provisions, any time
prior to November 15, 2015, had an exercise price of $0.25 per share, and contain a cashless exercise provision. The options subsequently
expired without any being exercised.





48








Effective September
10, 2011, Marc Bercoon resigned as the Chief Financial Officer and Treasurer of the Company and William Goldstein resigned as President,
Chief Executive Officer and Secretary and as the sole director of the Company. Effective the same date, Timothy Armes, the Company’s
then majority shareholder was appointed as the Chief Executive Officer, President, Secretary, Treasurer and sole director of the
Company to fill the vacancies created by such resignations.



Following is a list of transactions with Larry Glenn.



Larry Glenn was issued 1,600,000 total shares
issued on 12/16/2011. 1,200,000 were issued in consideration for extending the note originally dated October 29, 2010 and due November
1, 2011 and extended to November 1, 2012, in the amount of $190,000. Additionally 400,000 shares of restricted common stock was
issued in consideration for making an additional loan in the amount of $50,000 dated December 15, 2011 for a term of one year.
The note bears interest at 12%, with the Company paying the Holder interest only commencing on December 1, 2011 and continuing
on the first day (1st) day of each month thereafter through and including November 1, 2011, the Maturity Date, which final payment
shall include all principal and accrued interest. The value of these shares were determined on the day of agreement and booked
in the financial statement as Deferred Fees and amortized over the life of the loan.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



Larry Glenn purchased common stock for cash.
On January 9, 2013 the company issued 2,000,000 units of its securities in a private placement to an accredited investor. The price
of these Units was $0.10 per unit. Each Unit consists of 1 share of restricted common stock valued at $0.10 per share for a total
of 2,000,000 shares and one 5 year Warrant. Each Series B Warrant entitles the holder to purchase one share of common stock at
an exercise price of $0.12 per share and subject to adjustments due to recapitalization or reclassification of common stock. The
Company received proceeds of $200,000.

|           | Acceptance |                    | New Shares   |           |         
|---------- | ---------- | ------------------ | ------------ | --------- | --------
|Investment | Date       | Units (.25)        | Issued (.10) | Warrants  | Warrant#
|$200,000   | 01/09/13   | 2,000,000          | 2,000,000    | 2,000,000 | B-100   
|           |            | Exercise Price     | $0.12        |          
|           |            | Potential Proceeds | 240,000      |          



The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



Larry Glenn was issued 134,500 shares issued
on 1/30/2012 in consideration for lending the Company $12,500, note dated May 8, 2012. The note bears interest at 12%, with the
Company paying the Holder interest only commencing on December 1, 2011 and continuing on the first day (1st) day of each month
thereafter through and including November 1, 2011, the Maturity Date, which final payment shall include all principal and accrued
interest. The value of these shares were determined on the day of agreement and booked in the financial statement as Deferred Fees
and amortized over the life of the loan.

Additionally, the Holder received 72,000 restricted
shares of common stock as a 1st quarter interest payment of $7,200 on his 190,000, 12% note renewed in November 2011 and 50,000,
12% note originated in December 2011.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.



Larry Glenn was issued 478,250 shares issued
on 10/2/2012 in consideration for lending the Company $95,650 to be funded over 12 months at $7,500 per month after initial payment
of $5,650. The note was dated September, 2012, and it was agreed the Holder would receive a total of 957,000 of restricted common
stock as an incentive to make the loan. 478,500 shares was issued as agreed after the first payment was received with the additional
478,500 shares to be issued in September 2013 after funding entire note. The note bears interest at 12%, with the Company paying
the Holder interest only on the first day (1st) day of each month thereafter through and including January 31, 2014, the Maturity
Date, which final payment shall include all principal and accrued interest. The value of these shares were determined on the day
of agreement and booked in the financial statement as Deferred Fees and amortized over the life of the loan.

The Company claims an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances and grants
did not involve a public offering, the recipients took the shares and options for investment and not resale, the Company took appropriate
measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar
documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved
in the foregoing issuances and the Company paid no underwriting discounts or commissions.





49








Review, Approval and Ratification of
Related Party Transactions



Given our small size
and limited financial resources, we had not adopted formal policies and procedures for the review, approval or ratification of
transactions, such as those described above, with our executive officers, director(s) and significant stockholders.  However,
the Company makes it a practice of having its Board of Directors (currently consisting solely of Mr. Armes) approve and ratify
all related party transactions.  In connection with such approval and ratification, the Board of Directors takes into
account several factors, including their fiduciary duties to the Company; the relationships of the related parties to the Company;
the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such
benefits; whether comparable products or services are available; and the terms the Company could receive from an unrelated third
party.



We intend to establish
formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that
such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee
thereof.   On a moving forward basis, the Board of Directors will continue to approve any related party transaction
based on the criteria set forth above.



Director Independence



We currently only have one director, Timothy Armes, who is
not independent. We have no current plans to appoint any independent directors.



Item 14.                Principal Accounting Fees and Services

(1) Audit Fees

The aggregate fees billed for professional
services rendered by our auditors, for the audit of the registrant's annual financial statements and review of the financial statements
included in the registrant's Form 10-K and Form 10-Q(s) for services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements, for fiscal years 2016 and 2015 was $26,000 and $26,000, respectively.



(2) Audit Related Fees

None



(3) Tax Fees

None



(4)
All Other Fees

None





50










PART IV



Item 15.                Exhibits and Financial Statement Schedules



1. Consolidated Financial Statements



|                                                                                                        | Page | 
|------------------------------------------------------------------------------------------------------- | ---- | 
|Report of Independent Registered Public Accounting Firm                                                 | 23   | 
|Financial Statements:                                                                                   |      | 
|Consolidated Balance Sheets as of January 31, 2016 and 2015                                             | 24   | 
|Consolidated Statements of Operations for the Years Ended January 31, 2016 and 2015                     | 25   | 
|Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended January 31, 2016 and 2015 | 26   | 
|Consolidated Statements of Cash Flows for the Years Ended January 31, 2016 and 2015                     | 27   | 
|Notes to the Consolidated Financial Statements for the Years Ended January 31, 2016 and 2015            | 28   | 



2. Financial Statement Schedules



Schedules have been omitted because they
are not required, not applicable, or the required information is otherwise included.



3. Exhibits



See
the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.















51








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.



MedCareers Group, Inc.



By:  /s/  Timothy Armes

Timothy Armes, Chairman (Director), Chief Executive Officer,
President, Secretary and Treasurer

(Principal Executive Officer and Principal Financial/Accounting
Officer)



Date: June 27, 2016





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