UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





Form
10-Q




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


For the
Quarterly Period Ended December 31, 2008





Or





o 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 333-151197




MediStaff
Corporation


(Exact
name of registrant as specified in its charter)




Nevada
            80-0159248(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)





MediStaff
Corporation


1780 West
9000 South


Suite
218


West
Jordan, Utah 84088-6501


(801)
230-4761


(Registrant’s
telephone number, including area code)




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.




Yes   x
            No   o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




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




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




Yes   x
            No   o





As of
February 13, 2009 5,331,016 shares of Common Stock, par value $.001, were
outstanding.







MEDISTAFF
CORPORATION





INDEX





PagePART I - FINANCIAL
      INFORMATIONItem
      1  Financial Statements:
                          
                          3Balance
      Sheets as of December 31, 2008 ( unaudited) and March 31,
      2008
                          
                          3Statements
      of Operations for the three and nine months ended December 31, 2008 and
      the period of March 13, 2008 (Inception) to December 31,
      2008(unaudited)
                          
                          4Statements
      of Cash Flows for the nine months ended December 31, 2008 and the period
      of March 13, 2008 (Inception) to December 31,
    2008(unaudited)
                          
                          5Notes
      to Unaudited  Financial Statements
                          
                          6Item
      2  Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                          
                          7Item
      3  Quantitative and Qualitative Disclosure About Market
      Risk
                          
                          8Item 4T.Controls and
      Procedures
                          
                          8PART II – OTHER
      INFORMATIONItem
      1   Legal Proceedings
                          
                          10Item
      1A Risk Factors
                          
                          10Item
      2   Unregistered Sales of  Equity Securities and Use of
      Proceeds
                          
                          10Item
      3   Defaults upon Senior Securities
                          
                          10Item
      4   Submission of Matters to a Vote of Security
      Holders
                          
                          10Item
      5  Other Information
                          
                          10Item
      6  Exhibits
                          
                          10Signatures
                          
                          11








- 2
-


PART
I ― FINANCIAL INFORMATION





Item
      1.
            Financial
      Statements.





MEDISTAFF
CORPORATION


(A
Development Stage Enterprise)


Balance
Sheets





December
      31,
                                            2008
                                          
                                          
                                          March
      31,
                                            2008(unaudited)ASSETSCurrent
      assetsCash
                                          
                                          $
                                          16,051
                                          
                                          
                                          $
                                          12,500Prepaid
      expenses
                                          
                                          
                                          -
                                          
                                          
                                          
                                          13,875Total
      current assets
                                          
                                          
                                          16,051
                                          
                                          
                                          
                                          26,375Total
      assets
                                          
                                          $
                                          16,051
                                          
                                          
                                          $
                                          26,375LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                                          
                                          $
                                          4,500
                                          
                                          
                                          $
                                          -Total
      current liabilities
                                          
                                          
                                          4,500
                                          
                                          
                                          
                                          -Stockholders'
      EquityCommon
      stock, $.001 par value; 75,000,000 shares authorized, 5,331,016 and
      5,275,016 shares issued and outstanding at Dec. 31 and Mar. 31,
      2008
                                          
                                          
                                          5,331
                                          
                                          
                                          
                                          5,275Additional
      paid in capital
                                          
                                          
                                          26,144
                                          
                                          
                                          
                                          21,100Deficit
      accumulated during the development stage
                                          
                                          
                                          (19,924
                                          )
                                          
                                          
                                          -Total
      stockholders' equity
                                          
                                          
                                          11,551
                                          
                                          
                                          
                                          26,375Total
      liabilities and stockholders' equity
                                          
                                          $
                                          16,051
                                          
                                          
                                          $
                                          26,375





See
accompanying notes to unaudited financial statements








- 3
-


MEDISTAFF
CORPORATION


(A
Development Stage Enterprise)


Statements
of Operations


(unaudited)





Three
      months ended
                                                      December
      31, 2008
                                                    
                                                    
                                                    Nine
      months ended December 31, 2008
                                                    
                                                    
                                                    For
      the period from March 13, 2008 (inception) to December 31,
      2008Revenue
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Operating
      expensesProfessional
      fees
                                                    
                                                    
                                                    1,500
                                                    
                                                    
                                                    
                                                    19,875
                                                    
                                                    
                                                    
                                                    19,875Other
      general & administrative
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    50
                                                    
                                                    
                                                    
                                                    50Total
      operating expenses
                                                    
                                                    
                                                    1,500
                                                    
                                                    
                                                    
                                                    19,925
                                                    
                                                    
                                                    
                                                    19,925Other
      incomeInterest
      income
                                                    
                                                    
                                                    1
                                                    
                                                    
                                                    
                                                    1
                                                    
                                                    
                                                    
                                                    1Total
      other income
                                                    
                                                    
                                                    1
                                                    
                                                    
                                                    
                                                    1
                                                    
                                                    
                                                    
                                                    1Net
      loss avilable to common stockholders
                                                    
                                                    $
                                                    (1,499
                                                    )
                                                    
                                                    $
                                                    (19,924
                                                    )
                                                    
                                                    $
                                                    (19,924
                                                    )Basic
      and diluted loss per common share
                                                    
                                                    $
                                                    (0.00
                                                    )
                                                    
                                                    $
                                                    (0.00
                                                    )Weighted
      average common shares outstanding
                                                    
                                                    
                                                    5,331,016
                                                    
                                                    
                                                    
                                                    5,303,387














See
accompanying notes to unaudited financial statements





- 4
-


MEDISTAFF
CORPORATION (A
Development Stage Enterprise)


Statements
of Cash Flows


(unaudited)





Nine
      months ended December 31, 2008
                      
                      
                      For
      the period from March 13, 2008 (inception) to December 31,
      2008Cash
      flows from operating activitiesNet
      loss
                      
                      $
                      (19,924
                      )
                      
                      $
                      (19,924
                      )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesCommon
      stock issued for services
                      
                      
                      -
                      
                      
                      
                      1,375Changes
      in operating assets and liabilitiesDecrease
      in prepaid expenses
                      
                      
                      13,875Prepaid
      expenses
                      
                      
                      4,500
                      
                      
                      
                      4,500-Net
      cash used in operating activities
                      
                      
                      (1,549
                      )
                      
                      
                      (14,049
                      )Cash
      flows from investing activities
                      
                      
                      -
                      
                      
                      
                      -Cash
      flows from financing activitiesProceeds
      from sale of stock (net of offering costs)
                      
                      
                      5,100
                      
                      
                      
                      30,100Net
      cash provided by financing activities
                      
                      
                      5,100
                      
                      
                      
                      30,100Increase
      in cash
                      
                      
                      3,551
                      
                      
                      
                      16,051Cash
      at beginning of period
                      
                      
                      12,500
                      
                      
                      
                      -Cash
      at end of period
                      
                      $
                      16,051
                      
                      
                      $
                      16,051Supplemental
      disclosure of non-cash investing and financing activities:-Cash
      paid for interest
                      
                      $
                      -
                      
                      
                      $
                      -Cash
      paid for income taxes
                      
                      $
                      -
                      
                      
                      $
                      -





See
accompanying notes to unaudited financial statements








- 5
-


MEDISTAFF
CORPORATION


(A
Development Stage Enterprise)


Notes
to the Unaudited Financial Statements


For
the Three and Nine Months Ended December 31, 2008 and the


Period
of March 13, 2008 (Inception) to December 31, 2008





NOTE 1 -
CONDENSED FINANCIAL STATEMENTS





The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows as of and for the periods
ended  December 31, 2008 and for all periods presented have been
made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's March 31, 2008 audited
financial statements as reported in Form S-1.  The results of
operations for the period ended December 31, 2008 are not necessarily indicative
of the operating results for the full year ended March 31,2009.





NOTE 2 -
GOING CONCERN





The
Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it to
continue as a going concern.  The ability of the Company to continue
as a going concern is dependent on the Company obtaining adequate capital to
fund operating losses until it becomes profitable.  If the Company is
unable to obtain adequate capital, it could be forced to cease
operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources.  Management's plans to obtain such
resources for the Company include (1) obtaining capital from management and
significant stockholders sufficient to meet its minimal operating expenses, and
(2) as a last resort, seeking out and completing a merger with an existing
operating company. However, management cannot provide any assurances that the
Company will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.





NOTE 3 –
STOCKHOLDERS’ EQUITY





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





- 6
-


Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.





FORWARD
LOOKING STATEMENTS





This
report contains forward-looking statements that involve risk and uncertainties.
We use words such as "anticipate," "believe," "plan," "expect," "future,"
"intend," and similar expressions to identify such forward-looking statements.
Investors should be aware that all forward-looking statements contained within
this filing are good faith estimates of management as of the date of this filing
and actual results may differ materially from historical results or our
predictions of future results.





Company
History





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





Business
Development





To date,
our business activities have been limited to organizational matters, the
preparation and filing of our registration statement, maintaining our reporting
requirements, and research of potential healthcare organizations within the
State of Utah who would benefit from our personnel staffing services.
 These organizations consist of three general groups that our management
plans to target:





·
            Hospitals
      and teaching facilities,


·
            Clinics
      and nursing homes, and


·
            Organizations,
      such as corporations or schools.





Liquidity
and Capital Resources





On June
10, 2008, the Securities and Exchange Commission (“SEC”) deemed our Form S-1
Registration Statement (Commission File Number 333-151197) effective. Our
offering commenced on the effective date and will terminate on the earlier of
the date on which we sell all offered shares and the date on which we terminate
the offering, which date will not be later than June 10, 2010. As of the date of
this report we have sold 56,000 shares of common stock at $.10 per share in our
direct offering to the public for total proceeds raised of $5,100 (net of $500
in offering costs). Management intends to continue to focus its efforts in
selling the offered common shares for the next three months or until the
offering is fully subscribed and utilize these funds to maintain its status as a
Reporting Company as defined under the Exchange Act of 1934 as amended, begin
the initial development of the Company, and pay for administrative
expenses.  If the Company is unable to secure adequate financing from
this registered offering, its business will fail and any investment made into
the Company will be completely lost.





As of
December 31, 2008, we had total cash available of $16,051.  We
have a cumulative net loss of $19,924 since inception, with total current
liabilities of $4,500.  We have not generated any revenues and we
cannot provide any assurance that we will ever generate revenues in the
future.  We are currently dependent upon raising proceeds within the
next twelve months in order to continue as a going concern.  There can
be no guarantee or assurance that the Company will be able to secure adequate
financing within the next twelve months and failure to do so would resulting a
complete loss of any investment made into the Company.





Recently
Issued Accounting Pronouncements





We do not
expect the adoption of any recently issued accounting pronouncements to have a
significant impact on our net results of operations, financial position, or cash
flows.





Off-Balance
Sheet Arrangements





As of the
date of this Quarterly Report, the Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors. The term "off-balance sheet
arrangement" generally means any transaction, agreement or other contractual
arrangement to which an entity unconsolidated with the Company is a party, under
which the Company has (i) any obligation arising under a guarantee contract,
derivative instrument or variable interest; or (ii) a retained or contingent
interest in assets transferred to such entity or similar arrangement that serves
as credit, liquidity or market risk support for such assets.





- 7
-


Product
Research and Development





The
Company does not anticipate any costs or expenses to be incurred for product
research and development within the next twelve months.





The
Company does not plan any purchase of significant equipment in the next twelve
months.





Employees





There are
no employees of the Company, excluding the current President and
Director and the Company does not anticipate hiring any additional
employees within the next six months.





Critical
Accounting Policies





The
preparation of  financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to
make a number of estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. Such estimates and assumptions affect the
reported amounts of revenues and expenses during the reporting period. On an
ongoing basis, we evaluate estimates and assumptions based upon historical
experience and various other factors and circumstances. We believe our estimates
and assumptions are reasonable in the circumstances; however, actual results may
differ from these estimates under different future conditions.





We
believe that the estimates and assumptions that are most important to the
portrayal of our financial condition and results of operations, in that they
require subjective or complex judgments, form the basis for the accounting
policies deemed to be most critical to us. These relate to bad debts, impairment
of intangible assets and long lived assets, contractual adjustments to revenue,
and contingencies and litigation. We believe estimates and assumptions related
to these critical accounting policies are appropriate under the circumstances;
however, should future events or occurrences result in unanticipated
consequences, there could be a material impact on our future financial
conditions or results of operations.





Item
      3.
            Quantitative
      and Qualitative Disclosures about Market
Risk.





The
exposure of market risk associated with risk-sensitive instruments is currently
not material to the Company. The Company transacts its services in U.S. dollars
and plans to continue to transact its sales for medical staffing services and
all other transactions denominated in U. S. dollars. The Company has no
intentions of entering into hedging transactions.





Item
      4T.
              Controls
      and Procedures





(a)
            Evaluation of
      Disclosure Controls and
Procedures





Our
management, on behalf of the Company, has considered certain internal control
procedures as required by the Sarbanes-Oxley Actsof 2002  (“SOX”) Section
404 A which accomplishes the following:




- Internal
  controls are mechanisms to ensure objectives are achieved and are under the
  supervision of the Company’s Chief Executive Officer and Chief Financial
  Officer, being Dale Byers. Good controls encourage efficiency, compliance with
  laws and regulations, and sound information, and seek to eliminate fraud and
  abuse.






- 8
-


- These
  control procedures provide reasonable assurance regarding the reliability of
  financial reporting and the preparation of the Company’s financial statements
  for external purposes in accordance with U.S. generally accepted accounting
  principles.



- Internal
  control is "everything that helps one achieve one's goals - or better still,
  to deal with the risks that stop one from achieving one's
  goals."



- Internal
  controls are mechanisms that are there to help the Company manage risks to
  success.



- Internal
  control is about getting things done (performance) but also about ensuring
  that they are done properly (integrity), and that this can be demonstrated and
  reviewed (transparency and accountability).



- Control
  activities are the policies and procedures that help ensure the Company’s
  management directives are carried out. They help ensure that necessary actions
  are taken to address risks to achievement of the Company’s objectives. Control
  activities occur throughout the Company, at all levels and in all functions.
  They include a range of activities as diverse as approvals, authorizations,
  verifications, reconciliations, reviews of operating performance, security of
  assets and segregation of duties.




As of
December 31, 2008, the management of the Company assessed the effectiveness of
the Company’s internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.  Management concluded, during the quarter ended
December 31, 2008, internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules.  Management realized
there are deficiencies in the design or operation of the Company’s internal
control that adversely affected the Company’s internal controls which management
considers being material weaknesses.





In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:





●
            The
      Company’s Audit Committee does not function as an Audit Committee should,
      since there is a lack of independent directors on the Committee and the
      Board of Directors has not identified an “expert,” one who is
      knowledgeable about reporting and financial statements requirements, to
      serve on the Audit Committee.





●
            The
      Company has limited segregation of duties which is not consistent with
      good internal control procedures.





●
            The
      Company does not have a written internal control procedures manual that
      outlines the duties and reporting requirements of the Directors and any
      staff to be hired in the future.  This lack of a written
      internal control procedures manual does not meet the requirements of the
      SEC or good internal control.





●
            There
      are no effective controls instituted over financial disclosure and the
      reporting processes.





Management
feels the weaknesses identified above, being the latter three, have not had any
affect on the financial results of the Company. Management will have to address
the lack of independent members on the Audit Committee and identify an “expert”
for the Committee to advise other members as to correct accounting and reporting
procedures.





The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do so.   By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee.   With the addition of other Board Members and
staff the segregation of duties issue will be addressed and will no longer be a
concern to management.  By having a written policy manual outlining
the duties of each of the officers and staff of the Company will facilitate
better internal control procedures.





- 9
-


Management
will continue to monitor and evaluate the effectiveness of the Company’s
internal controls and procedures and its internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.





(b)
            Changes in Internal
      Controls





There
were no changes in the Company’s internal controls or in other factors that
could affect its disclosure controls and procedures subsequent to the Evaluation
Date, nor any deficiencies or material weaknesses in such disclosure controls
and procedures requiring corrective actions.





PART
II ― OTHER INFORMATION





Item
      1.
            Legal
      Proceedings.





MediStaff
is not currently a party to any legal proceedings. MediStaff’s agent for service
of process in Nevada is Genesis Corporate Development, LLC. The telephone
number is: (925) 270-7625.





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




Mr.
Byers, the Company’s sole Officer and Director has not been convicted of
violating any federal or state securities or commodities law.




There are
no known pending legal or administrative proceedings against
MediStaff.





Item
      1A.
            Risk
      Factors.





There
have been no material changes to the risks to our business described in our
registration statement filed on Form S-1 with the SEC on May 27,
2008.





Item
      3.
            Defaults
      upon Senior Securities.


None





Item
      4.
            Submission
      of Matters to a Vote of Security
Holders.


None





Item
      5.
            Other
      Information.


None





Item
      6.
            Exhibits.





(a)
            Exhibits
      furnished as Exhibits hereto:





Exhibit
      No.
            Description





31.1
            Certification of Dale Byers
      pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002





32.1
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002











- 10
-


Signatures





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed onits behalf by the undersigned,
thereunto duly authorized.








MediStaff  CorporationDate:
      February 13, 2009
                    By:
                    /s/
      Dale ByersDale
      ByersChief
      Financial Officer, Secretary and Treasurer(principal
      financial and accounting officer)Date:
      February 13, 2009
                    By:
                    /s/
      Dale ByersDale
      ByersPresident
      and Chief Executive
Officer