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, 2014



| | [  ] | 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 [X]	No [ ]



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, 2014 (the last business day of the registrant’s most recently completed fiscal period covered by this report)
was approximately $1.5 million.



Number of common shares outstanding at May 10,
2014:	65,715,368





2





MEDCAREERS GROUP, INC.

FORM 10-K



TABLE OF CONTENTS



|PART I   |                                                                                                               |  |  |   
|-------- | ------------------------------------------------------------------------------------------------------------- |  |  | --
|         |                                                                                                               |  |  |   
|ITEM 1.  | Business                                                                                                      |  |  | 4 
|ITEM 1A. | Risk Factors                                                                                                  |  |  | 7 
|ITEM 1B. | Unresolved Staff Comments                                                                                     |  |  | 14
|ITEM 2.  | Properties                                                                                                    |  |  | 14
|ITEM 3.  | Legal Proceedings                                                                                             |  |  | 14
|ITEM 4.  | None                                                                                                          |  |  | 14
|         |                                                                                                               |  |  |   
|PART II  |                                                                                                               |  |  |   
|         |                                                                                                               |  |  |   
|ITEM 5.  | Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities |  |  | 13
|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                                                    |  |  | 24
|ITEM 8.  | Financial Statements and Supplementary Data                                                                   |  |  | 25
|ITEM 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                          |  |  | 25
|ITEM 9A. | Controls and Procedures                                                                                       |  |  | 25
|ITEM 9B. | Other Information                                                                                             |  |  | 26
|         |                                                                                                               |  |  |   
|PART III |                                                                                                               |  |  |   
|         |                                                                                                               |  |  |   
|ITEM 10. | Directors, Executive Officers and Corporate Governance                                                        |  |  | 27
|ITEM 11. | Executive Compensation                                                                                        |  |  | 29
|ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                |  |  | 31
|ITEM 13. | Certain Relationships and Related Transactions, and Director Independence                                     |  |  | 33
|ITEM 14. | Principal Accounting Fees and Services                                                                        |  |  | 35
|         |                                                                                                               |  |  |   
|PART IV  |                                                                                                               |  |  |   
|         |                                                                                                               |  |  |   
|ITEM 15. | Exhibits and Financial Statement Schedules                                                                    |  |  | 36
|         |                                                                                                               |  |  |   

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 December
16, 2009, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate”)
to (a) authorize and approve a 10 for 1 forward stock split (the “Stock Split”) of the Company’s authorized
and outstanding common stock and preferred stock, effective as of the close of business on January 15, 2010, which effective date
was later changed to January 7, 2010 (the “Effective Date”); (b) to change the Company’s name to “MedCareers
Group, Inc.” (the “Name Change”); (c) to increase the Company’s total authorized shares of common
stock, to 350,000,000 shares of $0.001 par value per share common stock following the Stock Split; and (d) to re-authorize 10,000,000
shares of “blank check” preferred stock, $0.001 par value per share following the Stock Split (collectively
with (c) the “Authorized Share Transactions”).



As a result of the
Certificate (as corrected) and the Stock Split which became effective January 7, 2010, the Company has 350,000,000 shares of common
stock and 10,000,000 shares of preferred stock, $0.001 par value per share authorized; and as a result of the Name Change, 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. Effective in October
2010, we were automatically delisted from the Over-The-Counter Bulletin Board for failing to timely file our August 31, 2010 Form
10-Q, and since that time, we have traded on the Pink Sheets trading market under the symbol “MCGI.”



Unless otherwise stated
or the context suggests otherwise, the number of shares disclosed throughout this report have been retroactively reflected for
the Stock Split.



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, who received 14,902,795 shares; the Fox-McCarthy Family Limited Partnership, LLP, which is beneficially owned
by Martin Fox, which received 3,945,081 shares; andAJBCA, LLLP, which is beneficially owned by Tony Unruh,
which received 3,945,081 shares.

4







In connection with
the Exchange, Archetype Partners, LLC (“Archetype”), our majority shareholder prior to the Exchange, which is
controlled by Robert Bryan Crutchfield, our former Chief Executive Officer and director, agreed to cancel 11,185,000 of the shares
of common stock which it held (leaving Archetype the holder of 7,575,000 shares post-Exchange) in consideration for $50,000.  Additionally,
pursuant to a separate Voting Agreement, which has since expired, Archetype agreed to provide Timothy Armes, the largest shareholder
of and Chief Executive Officer of Nurses Lounge, rights to vote all 7,575,000 of the shares retained by Archetype (and any additional
securities of the Company acquired by Archetype) for a period of two years beginning on November 19, 2010 (the “Voting
Agreement”).  The Voting Agreement became effective upon the consummation of the Exchange.



Additionally, in connection
with and as a required term and condition of the Exchange, a former Chief Executive Officer, director and significant shareholder,
MaryAnne McAdams and our former significant shareholder, David M. Loev, each agreed to cancel 2,820,000 shares of common stock
which they owned (representing an aggregate of 5,640,000 shares of our common stock) upon the consummation of the Exchange (collectively
with the cancellation of the shares by Archetype described above, the “Cancellation Agreements”).



Pursuant to the Exchange,
Nurses Lounge 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.



Additionally, in November
2010, MaryAnne McAdams, our former Chief Executive Officer, director and significant shareholder, and the Company entered into
a Spin-Off Agreement, pursuant to which the Company agreed to spin-off the Company’s prior event planning and consulting
operations, assets and liabilities to Ms. McAdams.  The Company intends to focus on the Nurses Lounge business operations
and model.



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.



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.



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. Additionally, the network
was developed to allow individual nurses the ability to interact with these organizations and other professionals via a professional
profile separate from a social profile that they may have on Facebook as example.



Today, Nurses Lounge
operates as a free online professional network for nursing professionals, and provides a secure place for nurses to connect with
colleagues, network on a professional level and subscribe to professional “Lounges” (groups) to receive email
updates of relevant news, events and other info.



Interactive Lounges
are created primarily by nursing schools, local chapters of nurse associations and major nurse employers. Additionally, Nurses
Lounge also has 73 metro/state lounges which aggregate all of the professional nursing news, events and employment opportunities
within that certain geographic region.



As a communication
utility, Nurses Lounge solves many of the communication issues these organizations face:



|· | Local chapters of nurse associations use Nurses Lounge (opposed to outdated, hard to manage static web sites and email lists) as a more efficient way to communicate with their members as well as for recruiting new members and disseminating news and information to their local nursing profession.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Nursing Schools benefit with a group in the Nurses Lounge not only as a means to easily distribute news and info, but also to manage and keep alumni notified of educational opportunities as well as providing a professional networking platform between students, faculty and alumni.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5







|· | Employer’s benefits include managing a positive brand, distribution of news, job postings, managing employee referral programs as well as internal communications for things such as shared governance.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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.



Nurses that register
with the Nurses Lounge by creating a professional profile are then able to share their perspectives through their participation
in these groups 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 job board specialty
site for nursing schools looking to hire faculty. This specialty site was launched in June 2012.



The faculty job board
was launched in response to the increasing number of schools joining our network and adding their faculty and graduate degree nurses
coupled with a growing shortage of nursing faculty.



To date Nurses Lounge,
with no dedicated sales force or marketing campaign, has generated small amounts of job posting revenue from these job sites as
well as from employers and other for profit organizations paying set-up fees for activating their interactive lounges.



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 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 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.



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:



6









- According to the Bureau of Labor Statistics’ Employment
Projections 2010-2020 released in February 2012, the Registered Nursing workforce is the top occupation in terms of job growth
through 2020. It is expected that the number of employed nurses will grow from 2.74 million in 2010 to 3.45 million in 2020, an
increase of 712,000 or 26%.



- Based on findings from the Nursing Management Aging Workforce Survey
released in the July 2006 issue of Nursing Management magazine, 55% of surveyed nurses reported their intention to retire between
2011 and 2020.



- Approximately 660 4-year 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 5,000 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 SIMPLYHIRED 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, 2014 or 2013.   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.



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.



7





We generated nominal
revenues for the years ended January 31, 2013 and 2012 of $18,374 and $20,153 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 18,902,795 shares (such shares includes 4 million shares issuable
upon the exercise of outstanding options) or approximately 28.76% 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.



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.

8









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



We had cumulative
operating losses through January 31, 2014 of $5,843,308 and had a working capital deficit at January 31, 2014 of $1,098,342. 
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.



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.

9







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.



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.





10





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.



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.





11









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.



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



Our
common stock currently trades on the OTCQB 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;
| | --- | --------------------------------------------------------------

12







| | (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.



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.

13









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.



14





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, 2014        |  |  |  | 0.01 | 0.15 | 
| | October 31, 2013        |  |  |  | 0.06 | 0.35 | 
| | July 31, 2013           |  |  |  | 0.10 | 0.48 | 
| | April
31, 2013          |  |  |  | 0.17 | 0.35 | 
| |                         |  |  |  |      |      | 
| | January
31, 2013        |  |  |  | 0.03 | 0.18 | 
| | October 31, 2012        |  |  |  | 0.03 | 0.15 | 
| | July
31, 2012           |  |  |  | 0.01 | 0.19 | 
| | April 31, 2012          |  |  |  | 0.08 | 0.60 | 



No cash dividends on the Company common
stock have been declared or paid since the Company's inception. The Company had approximately 70 shareholders at May 10, 2014.
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, 2012 |                             |      |               | 43,315,000
|                                                        |                             |      |               |           
|Sale of common shares for cash                          | $0.10 per share             | (1)  | Various       | 1,220,000 
|Sale of common shares for cash                          | $0.10 per share             | (2)  | Various       | 2,000,000 
|Shares issued for deferred fees                         | Incentive for new loan      | (3)  | Feb 28, 2012  | 134,500   
|Shares issued for consulting services                   | Services @ $0.10/share      | (4)  | July 2012     | 500,000   
|Shares issued for consulting services                   | Services @ $0.10/share      | (5)  | August 2012   | 250,000   
|Shares issued for deferred fees                         | Incentive for new loan      | (6)  | Sept 30, 2012 | 1,777,778 
|Shares issued for deferred fees                         | Incentive for new loan      | (7)  | Oct 2, 2012   | 478,250   
|Shares issued for deferred fees                         | Incentive for new loan      | (8)  | Oct 2, 2012   | 450,000   
|Shares issued for consulting services                   | Services @ $0.10/share      | (9)  | Nov 2012      | 600,000   
|Balance, Number of shares outstanding, January 31, 2013 |                             |      |               | 50,125,528
|                                                        |                             |      |               |           
|Shares issued for deferred fees                         | Incentive for new loan      | (10) | July 19, 2013 | 200,000   
|Shares issued for deferred fees                         | Incentive for new loan      | (11) | July 31, 2013 | 166,667   
|Shares issued for deferred fees                         | Incentive for new loan      | (12) | July 31, 2013 | 133,334   
|Shares issued for deferred fees                         | Incentive for new loan      | (13) | July 31, 2013 | 133,334   
|Shares issued for deferred fees                         | Note extension              | (14) | July 31, 2013 | 1,100,000 
|Shares issued for note conversion                       | Convert $25,000 note        | (15) | Aug 5, 2013   | 250,000   
|Shares issued for note conversion                       | Convert $20,000 note        | (16) | Aug 10, 2013  | 200,000   
|Shares issued for note conversion                       | Convert $20,000 note        | (17) | Aug 10, 2013  | 200,000   
|Shares issued for note conversion and accrued interest  | Convert $140,000 note + Int | (18) | Aug 10, 2013  | 2,205,714 
|Shares issued for note conversion and accrued interest  | Convert $70,000 note + Int  | (19) | Aug 10, 2013  | 949,385   
|Shares issued for cash at $0.10 per share               | Sale of shares for cash     | (20) | Sept 2013     | 199,000   
|Shares issued for services                              | Services @ $0.10/share      | (21) | Sept 23, 2013 | 1,000,000 
|Shares issued for services                              | Services @ $0.10/share      | (22) | Oct 3, 2013   | 100,000   
|Shares issued for cash at $0.10 per share               | Sale of shares for cash     | (23) | Oct 28, 2013  | 20,000    
|Shares issued for cash at $0.10 per share               | Sale of shares for cash     | (24) | Nov 27, 2013  | 30,000    
|Shares issued for services                              | Services @ $0.10/share      | (25) | Nov 3, 2013   | 100,000   
|Shares securing assets sold based on market             | Shares sold at market       | (26) | Dec 9, 2013   | 8,002,406 
|Balance, Number of shares outstanding, January 31, 2014 |                             |      |               | 65,715,368





15









(1) Sale
of Common Stock for cash. Between April 4, 2012 and October 1, 2012 the company issued 488,000 units of its securities in a private
placement to accredited investors. The price of these Units was $0.25 per unit. Each Unit consists of 2.5 shares of restricted
common stock valued at .10 per share and one 1 year warrant. Total shares purchased 1,220,000 and 488,000 warrants. Each Series
A Warrant entitles the holder to purchase one share of common stock at an exercise price of $0.20 per share and subject to adjustments
due to recapitalization or reclassification of common stock. The Company received proceeds of $122,000.

|           | Acceptance |                    | New Shares   |          |         
|---------- | ---------- | ------------------ | ------------ | -------- | --------
|Investment | Date       | Units (.25)        | Issued (.10) | Warrants | Warrant#
|$12,500    | 04/03/12   | 50,000             | 125,000      | 50,000   | A-10    
|$2,000     | 04/26/12   | 8,000              | 20,000       | 8,000    | A-20    
|$50,000    | 05/16/12   | 200,000            | 500,000      | 200,000  | A-30    
|$12,500    | 05/21/12   | 50,000             | 125,000      | 50,000   | A-40    
|$20,000    | 05/20/12   | 80,000             | 200,000      | 80,000   | A-50    
|$6,250     | 07/11/12   | 25,000             | 62,500       | 25,000   | A-60    
|$12,500    | 08/08/12   | 50,000             | 125,000      | 50,000   | A-70    
|$6,250     | 09/30/12   | 25,000             | 62,500       | 25,000   | A-80    
|$122,000   |            | 488,000            | 1,220,000    | 488,000  |         
|           |            | Exercise Price     | $0.20        |         
|           |            | Potential Proceeds | 97,600       |         



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) Sale of 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.

(3) 134,500 total 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.

16





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) 500,000 shares issued
July 2012, The Company entered into a contract for services with Caro Consulting in July 2012. Based on the agreement, CARO Consulting
was issued 500,000 shares of restricted common stock. Consultant paid $200.00 for shares. Another 500k shares (second Tranche)
of stock was to be delivered to consultant as part of contract in Sept 2012, however it was mutually agreed that the contract
would be put on hold and then revisited about moving forward with consulting services until the time that MCGI SEC filings are
current.

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) 250,000 total shares
issued in August 2012 when the Company entered into a contract for services with Wennerholm in April, 2012. Based on the agreement,
if satisfactory work was delivered through August 1, 2012 as defined by Company, Wennerholm would be eligible to receive a bonus
payment of 250,000 shares of Company's restricted common stock. As result of satisfactory performance from April through August,
Wennerholm was issued 250,000 shares of Company's restricted common stock valued at $0.10 per share.

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) 1,777,778 shares issued
in September, 2012. On October 28th, 2011, Optimus MCGI Holdings, LLC made the company a short-term (6-month) $40,000 loan at
an annual Interest rate of 20%. In consideration for lending the Company $40,000, the Company granted Optimus Holdings MCGI, LLC
an option to buy 1,777,778 shares of the Company's restricted common stock at $0.045 per share. At the end of the first Term Interest
was paid and the note was extended an additional 3 months. As an incentive to extend the note the option was canceled and shares
totaling 1,777,778 was granted to Optimus. At the end of the 3 month extension Optimus was issued 1,777,778 restricted shares
and it was agreed that interest would accrue until such time the Company had the ability to make timely interest and principle
payments in order to extinguish the obligation.

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) 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.

(8) 450,000 shares issued
on 10/2/2012 in consideration for lending the Company $45,000, in a note dated October, 2012. 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 November
1, 2011, the Maturity Date, which final payment shall include all principal and accrued interest.

17





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.

(9) 600,000 Shares Restricted
common stock issued as compensation for engagement term for one year of Consultant's (Inspire Value) services valued at $5,000
per month or $60,000 total. The stock was issued with an agreed upon value of $0.10 per share. 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.

(10) 200,000 total shares
issued on 7/19/2013 in consideration for lending the Company $30,000, note dated July 19, 2013, 12% annual interest rate, due
Oct 31, 2013, Jamie Bernard was issued a total of 200,000 shares of restricted common stock. Additionally, the note is convertible
at $0.10 per share. 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.

(11) 166,667 shares were
issued on 7/31/2013 in consideration for lending the Company $25,000, note dated July 31, 2013, 12% annual interest rate, due
Oct 31, 2013. Additionally, the note is convertible at $0.10 per share. 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.

(12) 133,334 shares were
issued on 7/31/2013 in consideration for lending the Company $20,000, note dated July 31, 2013, 12% annual interest rate, due
Oct 31, 2013. Additionally, the note is convertible at $0.10 per share. 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.

(13) 133,334k total shares
issued on 7/31/2013, In consideration for lending the Company $20,000, note dated July 31, 2013, 12% annual interest rate, due
Oct 31, 2013 - the note was converted on August 5, 2013. Additionally, the note is convertible at $0.10 per share. 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.



18





(14) 1,100,000 shares issued
on 7/31/2013 in consideration for extending his original note a second time with his original note dated November 4, 2010 and due
November 4, 2011 and then renewed and due November 4, 2012 and additionally renewed a second time and due November 4, 2013 in the
amount of $100,000 for an additional year. 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.

(15) Conversion of Note
dated July 31, 2013 that had a conversion feature at $.10 per share. These shares were issued for the conversion of a $25,000
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) Conversion of Note dated
July 31, 2013 that had a conversion feature at $.10 per share. These shares were issued for the conversion of a $20,000 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) Conversion of Note dated
July 31, 2013 that had a conversion feature at $.10 per share. These shares were issued for the conversion of a $20,000 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) Conversion of Note dated
July 31, 2013 that had a conversion feature at $.07 per share. These shares were issued for the conversion of a $140,000 note plus
accrued interest of $14,400.

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) Conversion of Note dated
July 31, 2013 that had a conversion feature at $.10 per share. These shares were issued for the conversion of a $70,000 note plus
accrued interest of $24,938.

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) Sale of 199,000 shares of
common stock to various parties at $0.10 per share.

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







(21) Issue 1,000,000 shares of
common stock at $0.07 per share to our Chief Financial Officer for services provided and as an incentive to join the Company.

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) Issue 100,000 shares of
common stock at $0.10 per share to an investment banker for services provided to the Company.

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) Sale of 20,000 shares of
common stock at $0.10 per share.

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) Sale of 30,000 shares of
common stock at $0.10 per share.

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.



(25) Issue 100,000 shares of
common stock at $0.12 per share to an investment banker for services provided to the Company.

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) Note securing all the assets
of the company was sold and guaranteed by shares of the company at market. The note was converted and the note holder sold the
stock in the market to satisfy 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.



Options and Warrants

(27) 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.



20





(28) Warrant 1,000,0000 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.



(29) 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.



(30) Option for 1,000,000 common
shares granted to the Chief Financial Officer as part of his accepting the position with the Company. The options have a strike
price of $0.25 per share and expire on November 18, 2015.

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.





EQUITY COMPENSATION PLAN INFORMATION



The Company has no shareholder approved
compensation plans.



The following table provides information
as of January 31, 2014 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 |  |                                                                                             | 8,000,000 |  |                                                                                             |   | $0.25 |                                                                                                                      | 
|Total                                                          |  |                                                                                             | 8,000,000 |  |                                                                                             | $ | $0.25 |                                                                                                                      | 



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





21









Plans Moving Forward



Moving forward in
the near term, management intends to maintain concentration on growing individual nurse membership by adding Nursing Schools, Student
Nurse Associations and Professional Nurse Associations to our network.



We will continue to
do this by introducing these organizations to and educating them on the benefits that our network offers. Specifically in terms
of providing them a free, branded turn-key solution for instant communications of news and information to their constituents as
well as increased exposure for their organization to the broader nursing profession.



As these organizations
join our network they invite their members to join their “interactive lounge”. As an example, the University
of Texas at Arlington College of Nursing to date has had over 900 students, alumni and faculty connect with them in the Nurses
Lounge via an invitation sent from the Dean of their nursing school as well as Nurses Lounge “NL” icon they
have placed on their web site.



We also intend to
strengthen our brand and grow membership through the introduction of explainer videos for each segment of our target market including
one for schools, associations and employers. A general overview explainer video was launched in February 2014 and from this we
have seen increased membership from nurses across the country not associated with a specific member organizations.



Additionally, we are
looking to update our network to version 2.0. This upgraded version will look to bring an updated interface and new functionality
that can better serve organizations and individual nurse members including a more detailed professional profile page and the ability
to deliver contextual ads to members based on key words. It will also have single sign-on and be more integrated with our job board
and continuing education offerings that we hope to roll out by the end of fiscal year 2015.



With funds permitting,
to support these revenue streams and grow our network, management will be looking to hire 12-15 “regional publishers”
as well as marketing support personnel. These publishers will be responsible for revenue generation and membership growth in their
assigned markets.



We are currently considering
offerings of securities under private placements, acquisitions (which are directly related to Nurses Lounge), issuing debt instruments,
and joint ventures with other companies public and private and other activities to either build sales or generate much needed capital
to grow and undertake our business plan (for example, obtain, if possible, loans).  However, we do not currently have
any lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of
the private placement of equity and debt securities and loans from our shareholders and other third parties.



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.



Moving forward throughout fiscal year 2015,
we hope to expand our services with Student Nurse Associations (SNAs), by providing a needed professional communication platform
allowing them to help communicate more efficiently with current members while additionally building their organizations membership.
Additionally, with our administration and SEC reporting obligations current, we will be positioned to spend the majority of any
equity raised to build a national sales team with needed sales and marketing. The Company estimates it needs $750,000 to fully
implement its business plan. However, the Company can support its operations for the next 180 days via access to various convertible
loans until permanent funding can be attained from permanent sources.



Recent Activity

From the launch of the Nurses Lounge network
in 2009 through the year ending January 31, 2012, Nurses Lounge focused on working with organizations around the Dallas Fort Worth,
Texas area. This process and time allowed us to better understand the communication needs and desires of these organizations and
provided us the insight on how best to structure the network to meet the communication needs of our target markets across the nation.



During the fiscal year ending January
31, 2014, with 2 full time employees and 3 consultants, Nurses Lounge continued to concentrate on building out the network for
4 year BSN schools across the nation and positioned ourselves for a national rollout as funds became available and selected associations
across the U.S.

As part of this concentration we developed a scholarship program.
The scholarship program was created as an incentive to eligible 4-year BSN schools to join and use the network while providing
financial help to some deserving students. As part of the program, the school must place the "NL" icon on its website
(similar to Facebook and Twitter, for example) linking to its interactive lounge page, and within 30 days must have a minimum
of 100 members in its Lounge.



As of May 10, 2014, eighteen schools from across the U.S. had been
awarded scholarships under the program, six more schools had qualified for scholarships and an additional 20 schools have started
the process.



22





Under the program, once a school joins and adds 100 members, we
find that they do not stop there. As example, University of Texas has more than 500 members and San Francisco State University
is already over 200 members. We believe that each school that joins should be able to add a minimum of 1,000 members to our network.



Because of the interest we have extended the program to provide
scholarships to a total of 100 schools. This equates to 20% of our ultimate goal of 500 BSN schools (out of approximately 700 BSN
schools) and, where studies of innovation show this to be the high end of the critical mass scale or tipping point of the adoption
of a network by the targeted audience.



At the end of January 2014 we began the development of a mobile
app as a more effective way for members to utilize our service via their mobile devices. Estimated completion date was estimated
to be in April as noted in a February 21, 2014 press release.



As of April 1, 2014, we had paid for approximately 80% of the estimated
development costs and had completed a majority of the App. To date, however, we have been unable to complete the app until our
network service provider, Oracle Corporation, finishes providing new APIs. We will release the updated completion date once we
are provided the information.



We also continued to grow our “Nursing
Faculty” specialty job site that we launched in June of 2012. At the end of 2013 we increased single 60-day faculty job postings
to $245 from $195 with little to no market resistance. Additionally, we increased our annual unlimited job-posting package from
a $495 launch special to $695. Because of limited personnel most of these sales came from schools responding to information sent
via email blasts and paid via credit card. We believe as more schools join our service and we can hire a dedicated sales representative
that there is an opportunity to grow sales in this vertical to the high six-figure income range.



Results of Operations For the Year Ended January 31, 2013
compared to the year ended January 31, 2012

We had revenue of $18,374 for the year ended January 31, 2014,
compared to $20,153 for the year ended January 31, 2013. We had total cost of revenues of $55,500 and total gross loss of $37,126
for the year ended January 31, 2014, compared to cost of revenues of $39,414 and total gross loss of $19,261 for the year ended
January 31, 2013.

We had total operating expenses
of $1,046,579 for the year ended January 31, 2014, consisting of $265,551 of depreciation and amortization, $36,468 of selling
and advertising expenses and $670,307 of general and administrative expenses, approximately half of which was stock option expense
(non-cash). For the year ended January 31, 2013, we had total operating expenses of $1,258,537, consisting of depreciation and
amortization of $331,556, $40,526 of selling and advertising expenses and $886,425 of general and administrative expenses.

We had total other expenses of $78,235
for the year ended January 31, 2014, compared to total other expenses of $70,154 for the year ended January 31, 2013. Other expense
was made up totally of interest in both 2014 and 2013.

We had a net loss of $1,087,688
for the year ended January 31, 2014, compared to a net loss of $1,347,952 for the year ended January 31, 2013, a decrease in net
loss of $260,264 from the prior period, due to mainly to a decrease in amortization of deferred fees.

Liquidity and Capital Resources

As of January 31, 2014, the Company
had total current assets of $7,699, consisting solely of cash and accounts receivable. We had total liabilities of $1,106,041,
all of which are current liabilities made up of accounts payable of $61,141, accounts payable to related parties of $246,808, accrued
expenses of $13,998, accrued interest payable of $173,444 and $610,650 of debt, all short term, in connection with working capital
loans.

We had negative working capital
of $1,098,342 as of January 31, 2012.

Net cash used in operations for
the year ended January 31, 2014 was $414,781 compared to $316,382 for the year ended January 31, 2013.

Cash provided from the disposal
of fixed assets was $0 for the year ended January 31, 2014 and 2013.

Cash provided by financing activities
for the year ended January 31, 2014 was $332,400 compared to $405,150 for the year ended January 31, 2013. This is primarily due
to an increase 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”.



23





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 $250,000 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).



24





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, 2014
and 2013. The financial statements included in this Annual Report on Form 10-K have been audited by The Hall Group, CPAs, 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, 2014 and 2013

Consolidated Statements of
Operations for the Years Ended January 31, 2014 and 2013 and Cumulative Since Reentering the Development Stage (January 1, 2009)
through January 31, 2014

Consolidated Statement of
Changes in Stockholders’ Equity for the Years Ended January 31, 2014 and 2013

Consolidated Statements of
Cash Flows for the Years Ended January 31, 2014 and 2013 and Cumulative Since Reentering the Development Stage (January 1, 2009)
through January 31, 2014

Notes to the Consolidated
Financial Statements for the Years Ended January 31, 2014 and 2013





F-1





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 subsidiaries as of January 31, 2014 and 2013 and the related consolidated statements
of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits of these financial
statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes 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.



We were not engaged to examine management’s
assertion about the effectiveness of MedCareers Group, Inc.’s internal control over financial reporting as of January 31,
2014 and 2013 and, accordingly, we do not express an opinion thereon.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of MedCareers Group, Inc. and subsidiaries
as of January 31, 2014 and 2013 and the results of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the consolidated financial
statements, these conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans
in regard to these matters are also described in Note 8. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amount or about the classification of liabilities that might result should
the Company be unable to continue as a going concern.





The Hall Group, CPAs

Dallas, Texas







May 10, 2014

F-2







MEDCAREERS GROUP, INC.

(A Development Stage Company)

Consolidated Balance Sheets

January 31, 2014 and 2013





|                                                                       |  | 2014 |            | 2013
|---------------------------------------------------------------------- |  | ---- | ---------- | ----
|Assets                                                                 |  |      |            |     
|Current Assets                                                         |  |      |            |     
|Cash and Cash Equivalents                                              |  | $    | 7,299      |     
|Accounts Receivable                                                    |  |      | 400        |     
|Total Current Assets                                                   |  |      | 7,699      |     
|                                                                       |  |      |            |     
|Property, Plant & Equipment                                            |  |      |            |     
|Equipment                                                              |  |      | 1,799      |     
|Less: Accumulated Depreciation                                         |  |      | (1,799     | )   
|Total Fixed Assets                                                     |  |      | —          |     
|                                                                       |  |      |            |     
|Other Assets                                                           |  |      |            |     
|Deferred Fees (net)                                                    |  |      | —          |     
|                                                                       |  |      |            |     
|Total Assets                                                           |  | $    | 7,699      |     
|                                                                       |  |      |            |     
|Liabilities and Stockholders’ Equity                                   |  |      |            |     
|Current Liabilities                                                    |  |      |            |     
|Accounts Payable                                                       |  | $    | 61,141     |     
|Accrued Expenses – Related Parties                                     |  |      | 246,808    |     
|Accrued Expenses                                                       |  |      | 13,998     |     
|Accrued Interest Payable                                               |  |      | 173,444    |     
|Current Portion of Long Term Debt                                      |  |      | 610,650    |     
|Total Current Liabilities                                              |  |      | 1,106,041  |     
|                                                                       |  |      |            |     
|Long Term Liabilities                                                  |  |      |            |     
|Notes Payable                                                          |  |      | 610,650    |     
|Less: Current Portion                                                  |  |      | (610,650   | )   
|Total Long Term Liabilities                                            |  |      | —          |     
|                                                                       |  |      |            |     
|Total Liabilities                                                      |  |      | 1,106,041  |     
|                                                                       |  |      |            |     
|Stockholders’ Equity                                                   |  |      |            |     
|Preferred Stock, $0.001 par value, 10,000,000 shares, none outstanding |  |      |            |     
|Common Stock, $0.001 par value, 350,000,000 shares,                    |  |      |            |     
|65,715,368 and 50,125,028 shares issued and outstanding                |  |      | 65,715     |     
|                                                                       |  |      |            |     
|Additional Paid In Capital                                             |  |      | 4,679,251  |     
|Accumulated (Deficit)                                                  |  |      | (5,843,308 | )   
|Total Stockholders’ Equity (Deficit)                                   |  |      | (1,098,342 | )   
|                                                                       |  |      |            |     
|Total Liabilities and Stockholders’ Equity                             |  | $    | 7,699      |     







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



F-3











|MEDCAREERS GROUP, INC.
        (A Development Stage Company)
        Consolidated Statement of Operations
        For the Years Ended January 31, 2014 and
        2013
        And Cumulative Since Re-Entering the Development
        Stage, January 1, 2009 to January 31, 2014
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|                                      |  | 2014 |            | 2013 |  | Cumulative
                                               Since Re-
                                               Entering the
                                               Development
                                               State
                                               Jan 1, 2009
|------------------------------------- |  | ---- | ---------- | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenue                               |  | $    | 18,374     |      |  | $                                                                                                                                                                                                                                                                                                         
|Cost of Revenues                      |  |      | 55,500     |      |  |                                                                                                                                                                                                                                                                                                           
|Gross Margin                          |  |      | (37,126    | )    |  |                                                                                                                                                                                                                                                                                                           
|                                      |  |      |            |      |  |                                                                                                                                                                                                                                                                                                           
|Operating Expenses:                   |  |      |            |      |  |                                                                                                                                                                                                                                                                                                           
|Depreciation and Amortization         |  |      | 265,551    |      |  |                                                                                                                                                                                                                                                                                                           
|Selling and Advertising Expenses      |  |      | 36,468     |      |  |                                                                                                                                                                                                                                                                                                           
|General and Administrative            |  |      | 670,308    |      |  |                                                                                                                                                                                                                                                                                                           
|Total Operating Expenses              |  |      | 972,327    |      |  |                                                                                                                                                                                                                                                                                                           
|                                      |  |      |            |      |  |                                                                                                                                                                                                                                                                                                           
|Net Operating Income (Loss)           |  |      | (1,009,453 | )    |  |                                                                                                                                                                                                                                                                                                           
|                                      |  |      |            |      |  |                                                                                                                                                                                                                                                                                                           
|Other (Expense)                       |  |      |            |      |  |                                                                                                                                                                                                                                                                                                           
|Loss on Recapitalization              |  |      | —          |      |  |                                                                                                                                                                                                                                                                                                           
|Other Expense                         |  |      | —          |      |  |                                                                                                                                                                                                                                                                                                           
|Interest Expense                      |  |      | (78,235    | )    |  |                                                                                                                                                                                                                                                                                                           
|Total Other (Expense)                 |  |      | (78,235    | )    |  |                                                                                                                                                                                                                                                                                                           
|                                      |  |      |            |      |  |                                                                                                                                                                                                                                                                                                           
|Net Income (Loss)                     |  | $    | (1,087,688 | )    |  | $                                                                                                                                                                                                                                                                                                         
|                                      |  |      |            |      |  |                                                                                                                                                                                                                                                                                                           
|Weighted Average Shares Outstanding   |  |      | 54,457,242 |      |  |                                                                                                                                                                                                                                                                                                           
|Income (Loss) for Common Shareholders |  | $    | (0.02      | )    |  | $                                                                                                                                                                                                                                                                                                         





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







F-4









MEDCAREERS GROUP, INC.

(A Development Stage Company)

Consolidated Statement of Changes in Stockholders’
Equity

For the Years Ended January 31, 2013 and
2012



|                                                   |  |  | Common Stock |  |  |   | Paid-In |  |  |   | Retained
                                                                           Earnings |  
|-------------------------------------------------- |  |  | ------------ |  |  | - | ------- |  |  | - | -------------------------------------------------------------------------------------------- | -
|                                                   |  |  | Shares       |  |  |   | Amount  |  |  |   | Capital                                                                                      |  
|                                                   |  |  |              |  |  |   |         |  |  |   |                                                                                              |  
|Stockholders' Equity (Deficit) at January 31, 2012 |  |  | 43,315,000   |  |  | $ | 43,315  |  |  | $ | 2,819,470                                                                                    |  
|                                                   |  |  |              |  |  |   |         |  |  |   |                                                                                              |  
|Issuance of Common Stock for Cash                  |  |  | 3,219,500    |  |  |   | 3,220   |  |  |   | 318,780                                                                                      |  
|Issuance of Common Stock for Services              |  |  | 750,000      |  |  |   | 750     |  |  |   | 74,250                                                                                       |  
|Issuance of Common Stock for Deferred Fees         |  |  | 2,840,528    |  |  |   | 2,840   |  |  |   | 307,130                                                                                      |  
|                                                   |  |  |              |  |  |   |         |  |  |   |                                                                                              |  
|Stock Option Expense                               |  |  |              |  |  |   |         |  |  |   | 478,367                                                                                      |  
|Net (Loss)                                         |  |  |              |  |  |   |         |  |  |   |                                                                                              |  
|                                                   |  |  |              |  |  |   |         |  |  |   |                                                                                              |  
|Stockholders' Equity (Deficit) at January 31, 2013 |  |  | 50,125,028   |  |  | $ | 50,125  |  |  | $ | 3,997,997                                                                                    |  
|                                                   |  |  |              |  |  |   |         |  |  |   |                                                                                              |  
|Issuance of Common Stock for Cash                  |  |  | 249,000      |  |  |   | 249     |  |  |   | 24,651                                                                                       |  
|Issuance of Common Stock for Services              |  |  | 1,800,000    |  |  |   | 1,800   |  |  |   | 150,200                                                                                      |  
|Issuance of Common Stock for Deferred Fees         |  |  | 1,733,835    |  |  |   | 1,733   |  |  |   | 171,601                                                                                      |  
|Conversion of  Notes Payable to Common Stock       |  |  | 9,626,887    |  |  |   | 9,627   |  |  |   | 290,374                                                                                      |  
|Conversion of Accrued Interest to Common Stock     |  |  | 2,180,618    |  |  |   | 2,181   |  |  |   | 44,429                                                                                       |  
|Rounding                                           |  |  |              |  |  |   |         |  |  |   | (1                                                                                           | )
|                                                   |  |  |              |  |  |   |         |  |  |   |                                                                                              |  
|Net (Loss)                                         |  |  |              |  |  |   |         |  |  |   |                                                                                              |  
|                                                   |  |  |              |  |  |   |         |  |  |   |                                                                                              |  
|Stockholders' Equity (Deficit) at January 31, 2014 |  |  | 65,715,368   |  |  | $ | 65,715  |  |  | $ | 4,679,251                                                                                    |  





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





F-5







|MEDCAREERS GROUP, INC.
        (A Development Stage Company)
        Consolidated Statement of Cash Flows
        For the Years Ended January 31, 2014 and
        2013
        And Cumulative Since Re-Entering the Development
        Stage, January 1, 2009 to January 31, 2014
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                        |  | 2014 |            | 2013 |  | Cumulative Since Reentering the Development Stage (January 1, 2009) through Jan 31, 2014
|----------------------------------------------------------------------- |  | ---- | ---------- | ---- |  | ----------------------------------------------------------------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES                                    |  |      |            |      |  |                                                                                         
|Net Income (Loss)                                                       |  | $    | (1,087,688 | )    |  | $                                                                                       
|Adjustments to reconcile net loss to cash used by operating activities: |  |      |            |      |  |                                                                                         
|Issuance of Common Stock for Services                                   |  |      | 152,000    |      |  |                                                                                         
|Stock Option Expense                                                    |  |      | —          |      |  |                                                                                         
|Depreciation of Property & Equipment                                    |  |      | —          |      |  |                                                                                         
|Amortization of Deferred Fees                                           |  |      | 265,551    |      |  |                                                                                         
|Change in Operating Assets and Liabilities:                             |  |      |            |      |  |                                                                                         
|(Increase) in Accounts Receivable                                       |  |      | (400       | )    |  |                                                                                         
|Decrease in Other Assets                                                |  |      | —          |      |  |                                                                                         
|(Decrease) Increase in Accounts Payable                                 |  |      | 54,223     |      |  |                                                                                         
|(Decrease) Increase in Accrued Expenses – Related Party                 |  |      | 68,664     |      |  |                                                                                         
|(Decrease) Increase in Interest Payable                                 |  |      | 130,723    |      |  |                                                                                         
|(Decrease) Increase in Accrued Expenses                                 |  |      | 2,146      |      |  |                                                                                         
|CASH FLOWS (USED IN) OPERATING ACTIVITIES                               |  |      | (414,781   | )    |  |                                                                                         
|                                                                        |  |      |            |      |  |                                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES                                    |  |      |            |      |  |                                                                                         
|Disposal of assets                                                      |  |      | —          |      |  |                                                                                         
|Net assets received in acquisition                                      |  |      | —          |      |  |                                                                                         
|CASH FLOWS (USED IN) INVESTING ACTIVITIES                               |  |      | —          |      |  |                                                                                         
|                                                                        |  |      |            |      |  |                                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES                                    |  |      |            |      |  |                                                                                         
|Proceeds from Sale of Common Stock                                      |  |      | 24,900     |      |  |                                                                                         
|Proceeds from Notes Payable                                             |  |      | 307,500    |      |  |                                                                                         
|Debt assumed in acquisition                                             |  |      | —          |      |  |                                                                                         
|Debt assumed by Buyer in Asset Sale                                     |  |      | —          |      |  |                                                                                         
|Interest added to Notes Payable                                         |  |      | —          |      |  |                                                                                         
|Payments on Notes Payable                                               |  |      | —          |      |  |                                                                                         
|Common Stock Issued Upon Recapitalization                               |  |      | —          |      |  |                                                                                         
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                             |  |      | 332,400    |      |  |                                                                                         
|                                                                        |  |      |            |      |  |                                                                                         
|NET INCREASE (DECREASE) IN CASH                                         |  |      | 82,381     |      |  |                                                                                         
|                                                                        |  |      |            |      |  |                                                                                         
|CASH AT BEGINNING OF PERIOD                                             |  |      | 89,680     |      |  |                                                                                         
|CASH AT END OF PERIOD                                                   |  | $    | 7,299      |      |  | $                                                                                       
|                                                                        |  |      |            |      |  |                                                                                         
|                                                                        |  |      |            |      |  |                                                                                         
|Non-Cash Issuance of Common Shares for Services                         |  | $    | 152,000    |      |  | $                                                                                       
|Non-Cash Issuance of Common Shares for Debt                             |  | $    | 0          |      |  | $                                                                                       
|Common Stock Issued for Deferred Fees                                   |  | $    | 173,334    |      |  | $                                                                                       
|Cash Paid for Interest                                                  |  | $    | 0          |      |  | $                                                                                       
|Income Taxes                                                            |  | $    | —          |      |  | $                                                                                       
|                                                                        |  |      |            |      |  |                                                                                         





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

F-6







MEDCAREERS GROUP, INC.

(A Development Stage Company)

Notes to Financial Statements

January 31, 2014 and 2013





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.  On December
16, 2009, an amendment was filed with the State of Nevada to change the name to “MedCareers Group, Inc.” (the “Company”
or “MedCareers”) and change the authorized capital of the Company. On November 5, 2010, the Company issued 24,000,000
shares of its common stock in exchange for 100% of Nurses Lounge, Inc. (“Nurses Lounge”), a Texas corporation. As a
result of the share exchange, Nurses Lounge became the wholly-owned subsidiary of MedCareers. As a result, the shareholders of
Nurses Lounge owned a majority of the voting stock of MedCareers. The transaction was accounted for as a reverse merger whereby
Nurses Lounge was considered to be the accounting acquirer as its shareholders retained control of MedCareers after the exchange,
although MedCareers is the legal parent company. The share exchange was treated as a recapitalization of MedCareers. As such, Nurses
Lounge (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements
have been prepared as if MedCareers had always been the reporting company and, on the share exchange date, changed its name and
reorganized its capital.  The Company 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.

The financial statements
and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management
further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system
of internal accounting control and preventing and detecting fraud.  The Company's system of internal  accounting
control is designed to assure, among other items, that  1) recorded  transactions  are valid;  2)
valid  transactions  are recorded;  and  3) transactions  are  recorded
in the proper  period in a timely  manner to produce financial  statements which present fairly the
financial  condition,  results of operations  and cash  flows of the  Company  for
the  respective  periods  being presented.

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.

Development Stage
Company:

The Company complies
with ASC No. 915-10 for its characterization of the Company as development stage.

F-7





Cash and Cash Equivalents:

The Company considers
all highly liquid debt 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.

Fixed Assets:

Fixed assets are carried
at cost.  Depreciation is provided over each asset’s estimated useful life.  Upon retirement and disposal,
the asset cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in
the determination of the net income.   Additions and significant improvements are capitalized and depreciated.

Advertising Costs:

The Company incurred
no advertising costs for the years ended January 31, 2014 and 2013.

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.

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, 2014.  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.





F-8









Revenue Recognition:



Revenue from contracts
for consulting services with fees based on time and materials or cost-plus are recognized as the services are performed and amounts
are earned.  The Company considers amounts to be earned once evidence of an arrangement has been obtained, services
are delivered, fees are fixed or determinable, and collectability is reasonably assured.  For contracts with fixed fees,
the Company recognizes revenues as amounts become billable in accordance with contract terms, provided the billable amounts are
not contingent, are consistent with the services delivered, and are earned. 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.



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.

There were no potentially
dilutive common stock equivalents as of January 31, 2014, therefore basic earnings per share equals diluted earnings per share
for the year ended January 31, 2014.  The Company had 9,743,000 options outstanding at January 31, 2013. As the Company incurred
a net loss during the year ended January 31, 2014, 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:

The Company  does
not expect  the  adoption  of  recently  issued  accounting pronouncements  to
have a significant  impact on the Company’s  results of  operations, financial position or
cash flow.



NOTE 2 –
DEFERRED FEES



Deferred fees represent
stock issued as fees to make or extend notes payable. Stock issued was valued at the date of issue and amortized over the term
of the loan. Deferred fees at January 31, 2014 and 2013 were as follows:



|                               |  | 2014 |   | 2013
|------------------------------ |  | ---- | - | ----
|Deferred Fees                  |  | $    | — |     
|Less: Accumulated Amortization |  |      | — |     
|Deferred Fees - Net            |  | $    | — |     



NOTE 3 - NOTES
PAYABLE



The components of the Company’s
debt as of January 31, 2014 and 2013 were as follows:

|                                                                                    | 2014      |  | 2013
|----------------------------------------------------------------------------------- | --------- |  | ----
|Note Payable - $100,000, 12% interest payable monthly or accrued, due Nov 4, 2013   | $ 100,000 |  | $   
|Note Payable - $140,000, 12% interest payable monthly or accrued, due Oct 29, 2013  | 0         |  |     
|Note Payable - $50,000, 12% interest payable monthly or accrued, due Oct 29, 2013   | 50,000    |  |     
|Note Payable - $123,150, 12% interest payable monthly or accrued, due Oct 29, 2013  | 263,150   |  |     
|Note Payable - $25,000, 12% interest payable monthly or accrued, due March 11, 2014 | 0         |  |     
|Note Payable - $25,000, 12% interest added to note quarterly, due April 30, 2013    | 25,000    |  |     

F-9







|Note Payable - $16,000, 12% interest added to note quarterly, due January 31, 2014 | 16,000    |   |  | 16,000    |  
|---------------------------------------------------------------------------------- | --------- | - |  | --------- | -
|Note Payable - $70,000, 12% interest added to note quarterly, due February 4, 2013 | 0         |   |  | 70,000    |  
|Note Payable - $40,000, 12% interest added to note quarterly, due April 28, 2013   | 40,000    |   |  | 40,000    |  
|Note Payable - $4,000, 12% interest added to note quarterly, due April 30, 2013    | 4,000     |   |  | 4,000     |  
|Note Payable - $30,000, 12% interest added to note quarterly, due Nov 5, 2013      | 45,000    |   |  | 30,000    |  
|Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013       | 5,000     |   |  | 5,000     |  
|Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013       | 30,000    |   |  | 0         |  
|Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013       | 32,500    |   |  | 0         |  
|Subtotal                                                                           | 610,650   |   |  | 603,150   |  
|Less – currently payable                                                           | (610,650) |   |  | (578,150) |  
|Long-term debt                                                                     | $         | 0 |  |           | $
|                                                                                   |           |   |  |           |  



The Company had accrued
interest payable of $173,444 and $89,333 interest on the notes at January 31, 2014 and 2013, respectively.





NOTE 4 - STOCKHOLDERS’
EQUITY



Preferred Stock:

The Company is authorized
to issue 10,000,000 shares of Preferred Stock, having a par value of $0.001 per share.  There are no preferred shares outstanding
at January 31, 2014 and 2013.

Common Stock:

The Company is authorized
to issue 350,000,000 common shares at a par value of $0.001 per share.  These shares have full voting rights.  At January
31, 2014 and 2013, there were 65,715,368 and 50,125,028 50,125,028 shares issued and outstanding, respectively.  No dividends
were paid in the years ended January 31, 2014 or 2013.

Options and Warrants:

The Company had the following options or warrants
outstanding at January 31, 2014:



|Issued To               | # Options | Dated      | Expire     | Strike Price   
|----------------------- | --------- | ---------- | ---------- | ---------------
|President and CEO       | 4,000,000 | 11/18/2010 | 11/18/2015 | $0.25 per share
|Vice President          | 2,000,000 | 11/18/2010 | 11/18/2015 | $0.25 per share
|Shareholder             | 127,500   | 08/28/2011 | 08/28/2016 | $0.10 per share
|Shareholder             | 50,000    | 04/04/2012 | 04/04/2013 | $0.20 per share
|Shareholder             | 8,000     | 04/27/2012 | 04/27/2013 | $0.20 per share
|Shareholder             | 127,500   | 04/29/2012 | 04/29/2017 | $0.10 per share
|Shareholder             | 200,000   | 05/17/2012 | 05/17/2013 | $0.20 per share
|Shareholder             | 50,000    | 05/22/2012 | 05/22/2013 | $0.20 per share
|Shareholder             | 80,000    | 05/21/2012 | 05/21/2013 | $0.20 per share
|Shareholder             | 25,000    | 07/12/2012 | 07/12/2013 | $0.20 per share
|Shareholder             | 25,000    | 07/10/2012 | 07/10/2013 | $0.20 per share
|Shareholder             | 50,000    | 08/09/2012 | 08/09/2013 | $0.20 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
|Chief Financial Officer | 1,000,000 | 09/23/2013 | 11/18/2015 | $0.25 per share



F-10







NOTE 5 –
EMPLOYEE BENEFIT PLANS

During the years ended
January 31, 2014 and 2013, there were no qualified or non-qualified employee pension, profit sharing, stock option, or other plans
authorized for any class of employees.

NOTE 6 –
INCOME TAXES



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 $5,006,108 at January 31, 2013 of which $4,898,674 is available for carryforward for federal income tax purposes and will
expire in fiscal years 2026 to 2029.  At January 31, 2014 and 2013, the deferred tax asset consisted of the following:



|                         |  | 2014 |            | 2013
|------------------------ |  | ---- | ---------- | ----
|Deferred tax asset:      |  |      |            |     
|Net operating loss       |  | $    | 1,665,549  |     
|Less valuation allowance |  |      | (1,665,549 | )   
|Net deferred tax asset   |  | $    | 0          |     



NOTE 7 –
COMMITMENTS AND CONTINGENCIES



The Company may from
time to time be involved with various litigation and claims that arise in the normal course of business.  As of January
31, 2014, no such matters were outstanding.



NOTE 8 - 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, 2014 of $5,006,108 and has a working capital deficit at January 31, 2014 of
$1,098,342.



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.  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.



NOTE 9 –
RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not
expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flows.

F-11





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



None.



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, 2014. 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.

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, 2014. Based
on its evaluation, our management concluded that, as of January 31, 2014, 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.

25







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.

26





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 |  | 57  |  | Chairman, Chief Executive Officer, President, Secretary and Treasurer and President and Chief Executive Officer of Medcareers |  | August 2011                                
|              |  |     |  | Same titles - Nurses Lounge                                                                                                   |  | September 2006                             
|Charles Smith |  | 56  |  | Chief Financial Officer                                                                                                       |  | September 2013                             
|              |  |     |  |                                                                                                                               |  |                                            
|Garret Armes  |  | 28  |  | 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.

Charles
Smith.     Mr. Smith graduated from Boston University, Boston, Massachusetts in 1979 and since that time
has been a Certified Public Accountant involved in all phases of business including audit and tax matters. He is a consultant
to various companies.  Some of Mr. Smith’s business affiliations the past five years include:  Chief Financial
Officer of DynaResource, Inc. – May 2005 to present. Chief Financial Officer of Med Careers Group, Inc. – September
2013 to present. Chairman of Dynacap Group, Ltd. - a consulting and management firm - 1992 to the present. Sole proprietor as
a Certified Public Accountant - 1983 to the present. President, Secretary, Treasurer and Director of Surface Coatings, Inc. –
November 2012 to present. Chief Financial Officer of Specialty Contractors, Inc. – April 2013 to present. Principal of Yorkdale
Capital, a financial and consulting firm – 2006 to present.



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.

27









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.



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.                                     







28







Board Meetings
and Annual Meeting



During
the fiscal year ended January 31, 2014, 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 2013.  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, 2014 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.



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, 2013 and 2012. 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                                         |  |      | 2014 |        |  | $     | 76,100 |                  |  |               | — |                          |  |                   
|CEO, President, Treasurer, Secretary and Director (2) |  |      | 2013 |        |  | $     | 43,742 |                  |  |               | — |                          |  |                   
|                                                      |  |      |      |        |  |       |        |                  |  |               |   |                          |  |                   
|Garret Armes                                          |  |      | 2014 |        |  | $     | 34,420 |                  |  |               | — |                          |  |                   
|Vice President Nurses Lounge                          |  |      | 2013 |        |  | $     | 19,300 |                  |  |               | — |                          |  |                   
|                                                      |  |      |      |        |  |       |        |                  |  |               |   |                          |  |                   
|Charles Smith                                         |  |      | 2014 |        |  |       | —      |                  |  |               | — |                          |  | $                 
|Chief Financial Officer                               |  |      | 2013 |        |  |       | —      |                  |  |               | — |                          |  |                   
|                                                      |  |      |      |        |  |       |        |                  |  |               |   |                          |  |                   



|* | Does not include 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.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





29









|(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:



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.The following table provides certain summary information concerning outstanding equity awards held by the named executive
officers as of January 31, 2014:



30









Outstanding
Equity Awards at Fiscal Year-End

|     |              
|---- | -------------
|Name | Option awards



|                                                  | Number of securities underlying unexercised options(#) exercisable | Number of securities underlying unexercised options(#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options(#) | Option exercise price($) | Option expiration date | Number of shares or units of stock that have not vested(#) | Market value of shares or units of stock that have not vested(#) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested($)
|------------------------------------------------- | ------------------------------------------------------------------ | -------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------ | ---------------------- | ---------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------
|Timothy Armes
        CEO and President           | 4,000,000                                                          | -                                                                    | -                                                                                             | $0.25                    | 11/15/2015             | -                                                          | -                                                                | -                                                                                                      | -                                                                                                                     
|                                                  |                                                                    |                                                                      |                                                                                               |                          |                        |                                                            |                                                                  |                                                                                                        |                                                                                                                       
|Charles Smith
        Chief Financial Officer     | 2,000,000                                                          | -                                                                    | -                                                                                             | $0.25                    | 11/15/2015             | -                                                          | -                                                                | -                                                                                                      | -                                                                                                                     
|                                                  |                                                                    |                                                                      |                                                                                               |                          |                        |                                                            |                                                                  |                                                                                                        |                                                                                                                       
|Garret Armes
        Vice President Nurses Lounge | 2,000,000                                                          | -                                                                    | -                                                                                             | $0.25                    | 11/15/2015             | -                                                          | -                                                                | -                                                                                                      | -                                                                                                                     
|                                                  |                                                                    |                                                                      |                                                                                               |                          |                        |                                                            |                                                                  |                                                                                                        |                                                                                                                       



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.



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 September 10, 2013, 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 September 10, 2013 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 52,708,863 common shares issued and outstanding as of September
10, 2013:





31









|                             |  | Beneficial Owner                                       |  | Address                                          |  |  | Common Shares  |  |  |  | Percent
                                                                           Ownership |  
|---------------------------- |  | ------------------------------------------------------ |  | ------------------------------------------------ |  |  | -------------- |  |  |  | -------------------------------------------------------------------------------------------- | -
|                             |  |                                                        |  |                                                  |  |  |                |  |  |  |                                                                                              |  
|Common Stock                 |  | Timothy Armes Chairman / CEO President, Secretary, CFO |  | 748 E Bethel School Road Coppell, Texas 75019    |  |  | 14,902,795 (1) |  |  |  | 28.28                                                                                        | %
|                             |  |                                                        |  |                                                  |  |  |                |  |  |  |                                                                                              |  
|Common Stock                 |  | Chief Financial Officer                                |  | 709-B West Rusk #580 Rockwall, Texas 75087       |  |  | 1,500,000 (2)  |  |  |  | 1.0                                                                                          | %
|                             |  |                                                        |  |                                                  |  |  |                |  |  |  |                                                                                              |  
|Common Stock                 |  | Garret Armes Vice President Nurses Lounge              |  | 748 E Bethel School Road Coppell, Texas 75019    |  |  | 0 (2)          |  |  |  | 0.0                                                                                          | %
|                             |  |                                                        |  |                                                  |  |  |                |  |  |  |                                                                                              |  
|                             |  | All Officers and Directors as a Group (2 Persons)      |  |                                                  |  |  | 14,902,795     |  |  |  | 28.28                                                                                        | %
|                             |  |                                                        |  |                                                  |  |  |                |  |  |  |                                                                                              |  
|Greater than 5% Shareholders |  |                                                        |  |                                                  |  |  |                |  |  |  |                                                                                              |  
|                             |  |                                                        |  |                                                  |  |  |                |  |  |  |                                                                                              |  
|Common Stock                 |  | AJBCA, LLLP Shareholder (3)                            |  | 1950 Telegraph Road Lake Forest, Illinois 60045  |  |  | 3,945,081      |  |  |  | 7.48                                                                                         | %
|                             |  |                                                        |  |                                                  |  |  |                |  |  |  |                                                                                              |  
|Common Stock                 |  | The Fox-McCarthy Family Limited Partnership, LLP (4)   |  | 3434 North Wide Loop Drive Tucson, Arizona 85749 |  |  | 3,945,081      |  |  |  | 7.48                                                                                         | %
|                             |  |                                                        |  |                                                  |  |  |                |  |  |  |                                                                                              |  
|Common Stock                 |  | Larry Glenn, Jr.                                       |  | 2020 Edgewood Dr. Lakeland, Florida 33803        |  |  | 5,062,408 (5)  |  |  |  | 9.60                                                                                         | %







(1) Does not include options to
purchase 4,000,000 shares of common stock at an exercise price of $0.25 per share, which are exercisable at any time prior to November
9, 2015.

(2) Does not include options to
purchase 2,000,000 shares of common stock at an exercise price of $0.25 per share, which are exercisable at any time prior to November
9, 2015.

(3) The beneficial owner of the
shares held by AJBCA, LLLP is Tony Unruh.

(4) The beneficial owner of the
shares held by The Fox-McCarthy Family Limited Partnership, LLP is Martin Fox.

(5) Includes 4,782,750 shares of
common stock and shares of common stock. Mr. Glenn also owns rights to (a) a warrant to purchase 2,000,000 shares of the Company’s
common stock at an exercise price of $0.12 per share, which has a term expiring on January 8, 2018; (b) a $50,000 convertible promissory
note due January 31, 2014, which converts into common stock at the rate of $0.02 per share; (c) a $140,000 convertible promissory
note due January 31, 2014, which converts into common stock at the rate of $0.07 per share; (d) a $50,000 convertible promissory
note due January 31, 2014, which converts into common stock at the rate of $0.07 per share; (e) a $12,500 convertible promissory
note due January 31, 2014, which converts into common stock at the rate of $0.08 per share; and (f) a $95,650 convertible promissory
note due January 31, 2014, which converts into common stock at the rate of $0.08 per share. The Company and Mr. Glenn previously
entered into an agreement in April 2013, effective in December 2011, limiting Mr. Glenn’s ability to convert the convertible
notes he holds and exercise the warrant he holds if such conversion/exercise would result in him owning more than 9.99% of the
Company’s outstanding shares of common stock.



32







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.  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.



Additionally, in consideration
for agreeing to employment, Charles Smith, the Chief Financial Officer, was granted options to purchase 2,000,000 shares of the
Company’s common stock at an exercise price of $0.25 per share. The Options are exercisable, subject to vesting provisions,
any time prior to November 15, 2015, have an exercise price of $0.25 per share, and contain a cashless exercise provision.



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 are exercisable, subject to vesting provisions, any time
prior to November 15, 2015, have an exercise price of $0.25 per share, and contain a cashless exercise provision.



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.



33







|           | 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.

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.



34









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 2013 and 2012 was $22,500 and $22,500, respectively.



(2) Audit Related Fees

None



(3) Tax Fees

None



(4) All Other Fees

None



35





PART IV



Item 15. Exhibits and Financial Statement Schedules



1. Consolidated Financial Statements



|                                                                                                                                                                                     | Page | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---- | 
|Report of Independent Registered Public Accounting Firm                                                                                                                              | F-2  | 
|Financial Statements:                                                                                                                                                                |      | 
|Consolidated Balance Sheets as of January 31, 2014 and 2013                                                                                                                          | F-3  | 
|Consolidated Statements of Operations for the Years Ended January 31, 2013 and 2013 and Cumulative Since Reentering the Development Stage (January 1, 2009) through January 31, 2014 | F-4  | 
|Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended January 31, 2014 and 2013                                                                              | F-5  | 
|Consolidated Statements of Cash Flows for the Years Ended January 31, 2014 and 2013 and Cumulative Since Reentering the Development Stage (January 1, 2009) through January 31, 2014 | F-6  | 
|Notes to the Consolidated Financial Statements for the Years Ended January 31, 2014 and 2012                                                                                         | F-7  | 



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.





|
|



36





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: May 10, 2014





37





EXHIBIT INDEX



|Exhibit Number | Description of Exhibit                                                            
|-------------- | ----------------------------------------------------------------------------------
|               |                                                                                   
|3.1(1)         | Articles of Incorporation                                                         
|               |                                                                                   
|3.2(5)         | Certificate of Amendment to Articles of Incorporation                             
|               |                                                                                   
|3.3(5)         | Certificate of Correction to Certificate of Amendment to Articles of Incorporation
|               |                                                                                   
|3.2(1)         | Bylaws                                                                            
|               |                                                                                   
|10.1(1)        | Revolving Credit Promissory Note with Kevin McAdams (December 12, 2007)           
|               |                                                                                   
|10.2(1)        | Convertible Promissory Note with David M. Loev (March 11, 2008)                   
|               |                                                                                   
|10.3(2)        | Amended Convertible Promissory Note with David M. Loev                            
|               |                                                                                   
|10.4(3)        | Amended Revolving Credit Promissory Note with Kevin McAdams                       
|               |                                                                                   
|10.5(3)        | Second Amended Convertible Promissory Note with David M. Loev                     
|               |                                                                                   
|10.6(4)        | Stock Purchase Agreement                                                          
|               |                                                                                   
|10.7(4)        | Voting Agreement                                                                  
|               |                                                                                   
|10.8(4)        | Debt Extinguishment Agreement (Kevin McAdams)                                     
|               |                                                                                   
|10.9(4)        | Debt Extinguishment Agreement (David M. Loev)                                     
|               |                                                                                   
|10.10(6)       | Agreement with Premier Healthcare Professionals, Inc.                             
|               |                                                                                   
|10.11(7)       | Promissory Note                                                                   
|               |                                                                                   
|10.12(8)       | Asset Purchase Agreement Relating to the Purchase of WorkAbroad.com               
|               |                                                                                   
|10.13(8)       | WorkAbroad.com Development Proposal                                               
|               |                                                                                   
|10.14(9)       | Share Exchange Agreement with Nurses Lounge and the Shareholders of Nurses Lounge 
|               |                                                                                   
|10.15(9)       | Cancellation of Shares Agreements                                                 
|               |                                                                                   
|10.16(9)       | Voting Agreement                                                                  
|               |                                                                                   
|10.17(9)       | Employment Agreement with Timothy Armes (Nurses Lounge)                           
|               |                                                                                   
|10.18(9)       | Option Agreement with Garret Armes                                                
|               |                                                                                   
|10.19(9)       | Option Agreement with Timothy Armes                                               
|               |                                                                                   
|10.20(9)       | Spin-Off Agreement                                                                
|               |                                                                                   
|10.21(9)       | $190,000 Promissory Note                                                          







38







|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.22(9)  | $100,000 Promissory Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.23(10) | $50,000 Promissory Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.24(13) | Asset Purchase Agreement workabroad.com (July 8, 2011)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.25(13) | Employment Agreement (Timothy Armes)( November 18, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.26(13) | Employment Agreement (Garret Armes)(November 18, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.27(13) | Common Stock Purchase Option (Timothy Armes)(November 18, 2010)(4,000,000 shares)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.28(13) | Common Stock Purchase Option (Garret Armes)(November 18, 2010)(2,000,000 shares)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|16.1(11)  | Letter from GBH CPAS, PC dated March 29, 2013                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|31.1(13)  | Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|32.1(13)  | Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|99.1(8)   | Financial Statements of WorkAbroad.com                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|99.2(8)   | Pro Forma Financial Information of WorkAbroad.com                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|99.3(12)  | Audited Balance Sheets of Nurses Lounge as of October 31, 2010 and December 31, 2009; Audited Statement of Operations of Nurses Lounge for the ten months ended October 31, 2010, year ended December 31, 2009 and cumulative period since re-entering the development stage on January 1, 2009; Audited Statement of Partners’ Capital of Nurses Lounge for the year ended December 31, 2009 and ten months ended October 31, 2010; and Audited Statements of Cash Flows of Nurses Lounge for the ten months ended October 31, 2010, year ended December 31, 2009 and cumulative period since re-entering the development stage on January 1, 2009, and the notes thereto
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|99.4(12)  | Unaudited Pro Forma Condensed Statement of Operations for the nine months ended October 31, 2010 and Unaudited Pro Forma Condensed Balance Sheet as of October 31, 2010, and the notes thereto                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



*   Filed herewith.



** Furnished herewith.



(1)  Filed as Exhibits to the Company’s
Registration Statement on Form S-1 filed with the Commission on July 22, 2008, and incorporated herein by reference.



(2) Filed as an Exhibit to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on December 19, 2008, and incorporated herein by reference.



(3) Filed as an Exhibit to the Company’s
Annual Report on Form 10-K filed with the Commission on May 8, 2009, and incorporated herein by reference.



(4) Filed as an Exhibit to the Company’s
Current Report on Form 8-K filed with the Commission on October 9, 2009, and incorporated herein by reference.



39





(5) Filed as an Exhibit to the Company’s
Current Report on Form 8-K, filed with the Commission on January 7, 2010, and incorporated herein by reference.



(6) Filed as an Exhibit to the Company’s
Current Report on Form 8-K, filed with the Commission on May 7, 2010, and incorporated herein by reference.



(7) Filed as an Exhibit to the Company’s
Quarterly Report on Form 10-Q, filed with the Commission on May 14, 2010, and incorporated herein by reference.



(8) Filed as an Exhibit to the Company’s
Current Report on Form 8-K, filed with the Commission on August 11, 2010, and incorporated herein by reference.



(9) Filed as an Exhibit to the Company’s
Current Report on Form 8-K, filed with the Commission on December 2, 2010, and incorporated herein by reference.



(10) Filed as an Exhibit to the Company’s
Quarterly Report on Form 10-Q, filed with the Commission on March 11, 2011, and incorporated herein by reference.



(11) Filed as an Exhibit to the Company’s Current Report
on Form 8-K, filed with the Commission on March 29, 2011, and incorporated herein by reference.



(12) Filed as an Exhibit to the Company’s Current Report
on Form 8-K/A, filed with the Commission on August 16, 2013, and incorporated herein by reference.



(13) Filed as an Exhibit to the Company’s
Annual Report on Form 10-K, filed with the Commission on September 3, 2013, and incorporated herein by reference.



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