MEDCAREERS GROUP, INC. (OTCMKTS:MCGI) Files An 8-K Completion of Acquisition or Disposition of AssetsITEM 2.01 Completion of Acquisition or Disposition of Assets.
On November 29, 2018, the Board of Directors of MedCareers Group, Inc., a Nevada corporation (the “Company”) closed the Stock Purchase Agreement, dated November 8, 2018 and reported of Form 8-K filed with the Commission as an exhibit thereto on November 13, 2018 (the “Agreement”) with The 4 Less Corp. (formerly Vegas Suspension & Offroad, Inc.), a Nevada Corporation (“4Less”). The Agreement issued the shareholders of 4Less certain shares of preferred stock of the Company as described in Item 3.02 below.
to the transaction, Tim Armes, the CEO of the Company, cancelled exactly 60,000,000 shares of common stock in exchange for 120 shares of Series D Preferred Stock.
As a result of the transaction, 4Less became a wholly owned subsidiary of the Company and there was a change of control as described under Item 5.01 below.
ITEM 3.02 Unregistered Sales of Equity Securities.
to the terms of the Stock Purchase Agreement, the following shares were issued in consideration for 50% of the shares of 4Less:
| Shareholder | # of Series B Preferred | # of Series C Preferred | # of Series D Preferred |
| Christopher Davenport | 17,100 | 6,075 | |
| Sergio Salzano | 1,900 | ||
| Timothy Armes | |||
| TOTAL | 19,000 | 6,750 |
The shares were issued to Section 4(a)(2) of the Securities Act and are deemed restricted.
ITEM 5.01 Changes in Control of Registrant
As a result of the transaction there was a change in control of the Company whereby Christopher Davenport and Sergio Salzano, collectively hold voting rights equal to 63.37%, or 31.68% respectively, of the total voting rights at any given time by virtue of holding 95% of the Series B Preferred Stock. Tim Armes, the CEO of the Company still retains 1,000 shares of the Series B Preferred Stock. Although some action amending the articles of incorporation and/or the bylaws require 50% of the Series B Preferred Stock, as a matter of disclosure, the control of the Company has been changed to Christopher Davenport and Sergio Salzano in exchange for 50% of the shares of 4Less.
About MEDCAREERS GROUP, INC. (OTCMKTS:MCGI)
MedCareers Group, Inc. operates a Website for nurses, nursing schools and nurses organizations. The Company’s focus is to develop and build its subsidiary, Nurses Lounge, Inc. (Nurses Lounge), as an online professional network and communication resource for nurses and stakeholder organizations, such as nursing schools, associations and employers. NursesLounge.com is a nursing Internet portal and nursing job board. Nurses Lounge provides the tools and resources that allow organizations a way to communicate directly to their audience and the nursing profession. When a nurse joins they can create an online professional profile and invite colleagues to join their online professional network. The 2.0 version of Nurses Lounge has an Interactive Lounge for over 600 schools that offer a Bachelor of Science in Nursing, over 1,000 nursing schools that offer an Associate Degree in Nursing, approximately 6,000 medical facilities, as well as interactive lounges for over 100 nurse specialties.
