United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended April 30, ~~2016~~2017

[ ]_]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period ___________ to ____________.

Commission File Number333-152444

MEDCAREERS GROUP, INC.

(Exact name of small business issuer as specified in its charter)

Nevada

7389

26-1580812

(State or jurisdiction of
incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification No.)

~~758 E Bethel School Road, Coppell, Texas 75019~~6515 Goodman Rd., #258, Olive Branch, MS. 38654

(Address of principal executive offices)

~~(972)~~(662) 393-5892

(~~Issuer's~~Issuer’s telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ~~[ ]~~[_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act:

~~Large Accelerated Filer [ ] Accelerated Filer [ ]~~

~~Non-accelerated Filer [ ] Smaller Reporting Company [X]~~

Large Accelerated Filer [_] Accelerated Filer [_]

Non-Accelerated Filer [_] Smaller Reporting Company [X] Emerging Growth Company [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

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

Yes ~~[ ]~~[_] No [X].

As of July ~~8, 2016~~31, 2018 there were ~~571,577,017,~~962,143,141 shares of Common Stock of the issuer outstanding.

TABLE OF CONTENTS


PART I.	FINANCIAL STATEMENTS (Unaudited)	3

~~ITEM 1.~~	~~Financial Statements (Unaudited)~~	3
		~~Notes to~~
ITEM 1.	Consolidated Financial Statements (Unaudited)	7 3

	Notes to Consolidated Financial Statements (Unaudited)	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12 13

ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk	18 16

ITEM 4.	Controls and Procedures	19 16

PART II.	OTHER INFORMATION	17
~~PART II.~~	~~OTHER INFORMATION~~	20
ITEM 1.	Legal Proceedings	17
~~ITEM 1.~~	~~Legal Proceedings~~	20
ITEM 1A.	Risk Factors	17
~~ITEM 1A.~~	~~Risk Factors~~	20

ITEM 2.	Unregistered Sales of Securities and Use of Proceeds	20 17

ITEM 3.	Default Upon Senior Securities	25 18

ITEM 4.	Mine Safety Disclosures	25 18

ITEM 5.	Other Information	25 18

ITEM 6.	Exhibits	25

		18

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MEDCAREERS GROUP, INC.

Consolidated Balance Sheets

April 30, ~~2016~~2017 and January 31, ~~2016~~2017

(Unaudited)


	April 30, 2017			January 31, 2017

Assets
Current Assets
Cash and Cash Equivalents	$	88		$	1,156

Total Assets	$	88		$	1,156

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts Payable	$	66,274		$	67,424
Accrued Expenses		50,655			44,023
Accrued Expenses – Related Party		209,245			145,650
Deferred Revenues		14,372			10,902
Accrued Interest Payable		435,661			407,681
Derivative Liabilities		393,293			421,973
Short Term Debt, net of Debt Discount of $27,505 and $45,526, respectively		1,041,948			1,023,927
Total Liabilities		2,211,448			2,121,580

Stockholders’ Deficit
Preferred Stock, $0.001 par value, 19,500,000 shares, 0 shares outstanding		—			—
Preferred Stock Series A, $0.001 par value, 500,000 shares, 330,000 shares outstanding		330			330
Preferred Stock Series B, $0.001 par value, 1,000 shares, 1,000 shares outstanding		1			1
Common Stock, $0.001 par value, 4,000,000,000 shares authorized, 561,655,477 shares issued and outstanding		561,655			561,655
Additional Paid In Capital		5,554,627			5,554,626
Accumulated Deficit		(8,327,973	)		(8,237,036	)
Total Stockholders’ Deficit		(2,211,360	)		(2,120,424	)

Total Liabilities and Stockholders’ Deficit	$	88		$	1,156

April 30, 2016 Jan 31,  2016
Assets
Current Assets
  Cash and Cash Equivalents $ 1,491 $ —
  Accounts Receivable 995 995
  Other Current Assets —   83
    Total Current Assets 2,486 1,078

Total Assets $ 2,486 $ 1,078

Liabilities and Stockholders’ Deficit
Current Liabilities
  Accounts Payable $ 52,949 $ 48,226
  Accrued Expenses 43,721 39,590
  Accrued Interest Payable 317,711 290,682
  Derivative Liabilities 983,147 745,129
  Short Term Debt, net of Debt Discount of $147,731 and $104,900 822,471 799,572
  Short Term Debt – Related Party, net of Debt Discount of $0 and $0 72,500 72,500
    Total Current Liabilities 2,292,499 1,995,699

  Total Liabilities 2,292,499 1,995,699

Stockholders’ Deficit
Preferred Stock, $0.001 par value, 20,001,000 shares authorized,
   330,000 and 0 shares issued and outstanding 330 330
Common Stock, $0.001 par value, 4,000,000,000 shares authorized,
   525,692,734 and 454,838,100 shares issued and outstanding 525,692 454,838

Additional Paid In Capital 5,581,706 5,582,991
Accumulated Deficit
(8,397,741 ) (8,032,780 )
Total Stockholders’ Deficit (2,290,013 ) (1,994,621 )

Total Liabilities and Stockholders’ Deficit $ 2,486 $ 1,078

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

~~MEDCAREERS GROUP, INC.~~

~~Consolidated Statement of Operations~~

~~For the Three Months Ended April 30, 2016 and 2015~~

~~(Unaudited)~~

2016 2015
Revenue $ 13,445 $ 22,435

Operating Expenses:
   Cost of Revenues 1,000 2,345
   Selling and Advertising Expenses 24,197 37,322
   General and Administrative 78,182 72,036
    Total Operating Expenses 103,379 111,703

Net Operating Loss (89,934 ) (89,268 )

Other Expense
    Loss on Derivatives (210,460 ) (191,846 )
    Loss on Debt Extinguishment —   (45,359 )
    Interest Expense (64,567 ) (90,726 )
    Total Other (Expense) (275,027 ) (327,931 )

Net Loss $ (364,961 ) $ (417,199 )

Weighted Average Shares Outstanding 504,658,572 153,703,437
Loss Per Share for Common Shareholders $ (0.001 ) $ (0.003 )

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

- 3 -

MEDCAREERS GROUP, INC.

Consolidated ~~Statement~~Statements of ~~Changes in Stockholders’ Deficit~~Operations

For the Three Months Ended April 30, 2017 and 2016

(Unaudited)

Retained
PreferredStock Common Stock Paid-In Earnings
Shares Amount Shares Amount Capital (Deficit) Totals
Stockholders' Deficit
at January 31, 2016 330,000 330 454,838,100 $ 454,838 $ 5,582,991 $ (8,032,780 ) $ (1,994,621 )

Conversion of
Notes Payable to Common
Stock 70,854,634 70,854 (53,727 ) 17,127
Derivative Liability Reclassification Due
to Debt Conversion 52,442 52,442

Net Loss (364,961 ) (364,961 )

Stockholders' Deficit
at April 30, 2016 330,000 330 525,692,734 $ 525,692 $ 5,581,706 $ (8,397,741 ) $ (2,290,013 )


	2017			2016

Revenues	$	9,355		$	13,445

Operating Expenses:
Cost of Revenues		—			1,000
Selling and Marketing Expenses		411			24,197
General and Administrative		82,560			78,182
Total Operating Expenses		82,971			103,379

Net Operating Loss		(73,616	)		(89,934	)

Other Income (Expense)
Gain (Loss) on change of Derivative Liabilities		28,680			(210,460	)
Interest Expense		(46,001	)		(64,567	)
Total Other Income (Expense)		(17,321	)		(275,027	)

Net Loss	$	(90,937	)	$	(364,961	)

Weighted Average Common Shares Outstanding – Basic and Diluted		561,655,477			504,658,572
Loss per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00	)

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

- 4 -

MEDCAREERS GROUP, INC.

Consolidated Statements of Cash Flows

For the Three Months Ended April 30, 2017 and 2016

~~MEDCAREERS GROUP, INC.~~

~~Consolidated Statement of Cash Flows~~

~~For the Three Months Ended April 30, 2016 and 2015~~

(Unaudited)


	2017			2016

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(90,937	)	$	(364,961	)
Adjustments to reconcile net loss to cash used by operating activities:
Amortization of Debt Discount		18,021			39,659
(Gain) Loss on Change of Derivative Liabilities		(28,680	)		210,460
Change in Operating Assets and Liabilities:
Other Current Assets		—			83
Accounts Payable		(1,149	)		4,723
Accrued Expenses		6,632			4,131
Accrued Expenses – Related Party		63,595			—
Interest Payable		27,980			27,396
Deferred Revenue		3,470			—
CASH FLOWS USED IN OPERATING ACTIVITIES		(1,068	)		(78,509	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable		—			80,000

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		—			80,000

NET INCREASE (DECREASE) IN CASH		(1,068	)		1,491

CASH AT BEGINNING OF PERIOD		1,156			—
CASH AT END OF PERIOD	$	88		$	1,491

Supplemental Disclosures of Cash Flow Information:
Cash Paid for Interest	$	—		$	—
Cash Paid for Income Taxes	$	—		$	—

Non-Cash Financing Items:
Discount Related to Convertible Debt	$	—		$	80,000
Issuance of Common Shares for Debt Conversion	$	—		$	17,127
Gain on Additional Paid-in Capital from Debt Conversion	$	—		$	52,442

2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (364,961 ) $ (417,199 )
Adjustments to reconcile net loss to cash used by operating activities:
  Loss on change of Derivative Liabilities 210,460 191,846
  Loss of Debt Extinguishment —   45,359
  Amortization of Debt Discount 37,169 59,441
  Amortization of Deferred Financing Costs 2,490 —

Change in Operating Assets and Liabilities:
  Decrease (Increase) in Other Current Assets 83 —
  Decrease (Increase) in Accounts Receivable —   (5,000 )
  (Decrease) Increase in Accounts Payable 4,723 5,128
  Increase in Accrued Expenses 4,131 8,816
  Increase in Deferred Revenue —   (3,000 )
  Increase in Interest Payable 27,396 28,787
CASH FLOWS (USED IN) OPERATING ACTIVITIES (78,509 ) (85,822 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable 80,000 65,500
Payments on Notes Payable —   (25,000 )
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 80,000 40,500

NET INCREASE (DECREASE) IN CASH 1,491 (45,322 )

CASH AT BEGINNING OF PERIOD —   49,881

CASH AT END OF PERIOD $ 1,491 $ 4,559

Cash Paid for Interest $ —   $ 12,721
Income Taxes $ —   $ —

Discount Related to Convertible Debt $ 80,000 $ 54,179
Issuance of Common Shares for Debt conversion $ 17,127 $ 91,626
APIC Write Off Due to Debt Conversion $ 52,442 $ 258,534
Debt Extinguished by Issuing New Debt $ —   $ 97,920

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

- 5 -

MEDCAREERS GROUP, INC.

Notes to Consolidated Financial Statements

~~April 30, 2016 and 2015~~ (Unaudited)

NOTE 1 – NATURE OF ~~ACTIVITIES~~BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

~~Nature of Activities, History and Organization~~Business: –

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

Significant Accounting Policies:

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

Basis of Presentation:

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

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended January 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K.

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.

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.

Cash and Cash Equivalents:

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

Income Taxes:

Income from the corporation is taxed at regular corporate rates per the Internal Revenue Code. Although the Company has tax loss carry-forwards, 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.

- 6 -

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.

Fair Value of Financial Instruments:

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. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.

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

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

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

Level 3 Inputs – Instruments with primarily unobservable value drivers.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of April 30, 2017:


	April 30, 2017		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Derivative Liabilities – embedded redemption feature	$	393,293	$	—	$	—	$	393,293
Totals	$	393,293	$	—	$	—	$	393,293

Policy on Related Party Transactions:

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

- 7 -

Revenue Recognition:

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. Certain sales are for services over the period of six months or a year and those sales are recognized ratably over the period. Any amount collected but not earned is recorded as deferred revenue.

Stock-Based Compensation:

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

Earnings per Common Share:

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

The Company had 5,627,500 options and warrants outstanding at April 30, 2017 which were potentially dilutive common stock equivalents but would be antidilutive and are not included. As the Company incurred a net loss during the period ended April 30, 2017, 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:

~~Revenue from Contracts with Customers:~~

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

There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

NOTE 2 ~~- NOTES PAYABLE~~– 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 April 30, 2017 of $8,327,973 and has a working capital deficit at April 30, 2017 of $(2,211,360).

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

- 8 -

NOTE 3 – SHORT-TERM DEBT

The components of the Company’s short-term debt as of April 30, ~~2016~~2017 and January 31, ~~2016~~2017 were as follows:

Apr 2016 Jan 2016
Note Payable - $100,000, 12% interest payable monthly or accrued, due Nov 4, 2013 $ 100,000 $ 100,000
Note Payable - $16,000, 12% interest added to note quarterly, due January 31, 2014 16,000 16,000
Note Payable - $45,000, 12% interest added to note quarterly, due Nov 5, 2013 45,000 45,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013 5,000 5,000
Note Payable - $40,000, 12% interest added to note quarterly, due April 28, 2013 18,000 18,000
Note Payable - $490,150, 12% interest payable monthly or accrued, due Oct 29, 2013 479,150 479,150
Note Payable - $4,000, 12% interest added to note quarterly, due April 30, 2013 4,000 4,000
Note Payable - $25,000, 12% interest added to note quarterly, due April 30, 2013 25,000 25,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013 30,000 30,000
Note Payable - $5,000, 8% interest payable accrued to maturity, due Nov 25, 2015 5,000 5,000
Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017 57,958 57,958
Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017 —   259
Note Payable - $23,863, 8% interest payable accrued to maturity, due Sept 10, 2017 23,863 23,863
Note Payable - $12,355 8% interest payable accrued to maturity, due Sept 10, 2017 12,355 12,355
Note Payable - $34,280, 8% interest payable accrued to maturity, due Sept 10, 2017 10,950 27,450
Note Payable - $38,677, 8% interest payable accrued to maturity, due Sept 10, 2017 38,677 38,677
Note Payable - $25,000, 8% interest payable accrued to maturity, due Dec 7, 2017 25,000 25,000
Note Payable - $25,000, 8% interest payable accrued to maturity, due Feb 3, 2018 25,000 —
Note Payable - $30,000, 8% interest payable accrued to maturity, due March 3, 2018 30,000 —
Note Payable - $25,000, 8% interest payable accrued to maturity, due March 24, 2018 25,000 —
Deferred Financing Costs (5,751 ) (8,240 )
Debt Discount (147,731 ) (104,900 )
Subtotal $ 822,471 $ 799,572
Related Party Debt
Note Payable - $19,500, 8% interest payable accrued until maturity, due Jan 2, 2015
Note Payable - $5,500, 8% interest payable accrued until maturity, due July 8, 2015 5,500 5,500
Note Payable - $4,500, 8% interest payable accrued to maturity, due May 5, 2015 4,500 4,500
Note Payable - $24,297, 8% interest payable accrued to maturity, due May 14, 2015 23,297 23,297
Note Payable - $7,703, 8% interest payable accrued to maturity, due May 19, 2015 7,703 7,703
Note Payable - $26,500, 8% interest payable accrued to maturity, due June 12, 2015 26,500 26,500
Note Payable - $5,000, 8% interest payable accrued until maturity, due July 19, 2016 5,000 5,000
Subtotal – Related Party Debt 72,500 72,500
Total $ 894,971 $ 872,072


			Outstanding Principal at
Maturity Date	Interest Rate	Conversion Price	April 30, 2017			January 31, 2017
Nov 4, 2013	12%	Not convertible	$	100,000		$	100,000
Jan 31, 2014	12%	$0.10		16,000			16,000
Jan 31, 2014	12%	$0.10		45,000			45,000
July 31, 2013	12%	$0.06		5,000			5,000
Nov 30, 2014	12%	Not convertible		18,000			18,000
Apr 30, 2013	12%	Not convertible		25,000			25,000
Jan 31, 2014	12%	$0.10		30,000			30,000
Dec 24, 2015	8%	(1)		5,000			5,000
Sep 10, 2017	8%	(2)		57,958			57,958
Sep 10, 2017	8%	(2)		23,863			23,863
Sep 10, 2017	8%	(2)		12,355			12,355
Sep 10, 2017	8%	(2)		10,950			10,950
Sep 10, 2017	8%	(2)		38,677			38,677
Dec 4, 2017	8%	(2)		25,000			25,000
Feb 3, 2017	8%	(2)		25,000			25,000
Mar 3, 2017	8%	(2)		30,000			30,000
Mar 24, 2017	8%	(2)		25,000			25,000
Feb 5, 2017	8%	(3)		25,000			25,000
Jan 2014 to Jan 2018	12%	$0.07 to $0.10		479,150			479,150
July 8, 2015	8%	(1)		5,500			5,500
May 5, 2015	8%	(1)		4,500			4,500
May 14, 2015	8%	(1)		23,297			23,297
May 19, 2015	8%	(1)		7,703			7,703
June 12, 2015	8%	(1)		26,500			26,500
July 19, 2016	8%	(1)		5,000			5,000
Deferred Financing Costs				(2,044	)		(3,248	)
Debt Discount				(25,461	)		(42,278	)
Subtotal			$	1,041,948		$	1,023,927

__________


(1)	52% of the lowest trading price for the fifteen trading days prior to conversion day.
(2)	50% of the lowest trading price for the fifteen trading days prior to conversion day.
(3)	50% of the lowest trading price for the twenty trading days prior to conversion day.

The Company had accrued interest payable of ~~$317,711~~$435,661 and ~~$290,682~~$407,681 interest ~~on the notes~~ at April 30, ~~2016~~2017 and January 31, ~~2016,~~2017, respectively.

The Company has entered in to various promissory notes with lenders during the three months ended April 30, 2016 and the year ended January 31, 2016 bearing interest at between 8% and 12% rate per annum, unsecured, payable on demand and convertible into the Company’s common stock. The conversion price ranges from 52% to 50% of the average of the three lowest closing bid prices of the common stock during the 10 or 25 trading days prior to conversion.

The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that ~~the instrument~~some instruments should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The instrument is measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings.

~~During~~The fair value of the embedded conversion option resulted in an discount to the note on the debt modification date. For the three months ended April 30, 2017 and 2016, the Company recorded amortization expense of $16,817 and $37,169, respectively.

During the periods ended April 30, 2017 and 2016, the Company converted a total of ~~$17,127~~$0 and $17,128, respectively, of the convertible ~~debt~~notes plus accrued interest into ~~70,854,634~~zero and 79,854,634 common ~~shares.~~

~~A summary of the debt in total is as follows:~~

2016 2015
Convertible debt – fixed conversion rate $ 692,150 $ 692,150
Convertible debt – variable conversion rates, net of debt discount 105,321 82,422
Convertible debt – variable conversion rates, Related Party, net of debt discount 72,500 72,500
Non-Convertible debt 25,000 25,000
Net $ 894,971 872,072

~~The Company has $692,150 and $692,150 of debt that is convertible at ranges from $0.06 to $1.00 per share and accrues interest between 8% and 12% at April 30,2016 and January 31, 2016~~shares, respectively.

~~The Company has $25,000 and $25,000 of debt which has no conversion feature at April 30, 2016 and January 31, 2016 respectively.~~- 9 -

The Company has $105,321 and $82,422 of debt (net of debt discount) with variable conversion price ranges from 52% to 50% of the average of the three lowest closing bid prices of the common stock during the 10 or 25 trading days prior to conversion asAs of April 30, ~~2016 and January 31, 2016 respectively.~~

2017, the Company had $592,150 of aggregate debt in default. The ~~company has $72,500 of related party convertible debt at April 30, 2016 and January 31. 2016.~~

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

On April 25, 2018, the Company ~~has classified~~entered into replacement notes with 4 existing note holders. The new notes combined the ~~entire loan~~principle amounts ~~as a current liability.~~of each of their existing notes along with each note’s accrued interest, extended the maturity dates to April 24, 2020 with an interest rate per annum of 15%. The total principal and accrued interest replaced were $530,650 and $ 316,679, respectively.

NOTE ~~3 - STOCKHOLDERS’ DEFICIT~~4 – DERIVATIVE LIABILITIES

~~Preferred Stock:~~

The ~~Company~~derivatives arise from convertible debt where the debt is ~~authorized to issue 20,001,000 shares of Preferred Stock, having a par~~convertible into common stock at variable conversion prices. The fair value of ~~$0.001 per share, of which 500,000 are designated as Series A~~the derivative liability is determined using the lattice model, is re-measured on the Company’s reporting dates, and ~~1,000 are designated as Series B.~~

~~There were 330,000 Series A preferred shares outstanding~~is affected by changes in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest rate. In our calculation at April 30, ~~2016~~2017, volatility ranged from 188 to 215%, the term ranged from 0.76 to 1.17 years, and ~~January 31, 2016.~~

~~There were 1,000 Series B preferred shares outstanding at April 30, 2016 and January 31, 2016.~~

~~Common Stock:~~

the risk free interest rate was 1.12 to 1.16%. The ~~Company is authorized to issue 4,000,000,000 common shares at~~following table sets forth a ~~par~~reconciliation of changes in the fair value of ~~$0.001 per share. These shares have full voting rights. At April 30, 2016 and January 31, 2016, there were 525,692,734 and 454,838,100 shares outstanding, respectively. No dividends were paid~~financial liabilities classified as level 3 in the ~~period~~fair value hierarchy for the three months ended April 30, ~~2016 or in~~2017.


	Level 3
	Derivatives
Balance, January 31, 2017	$	421,973
Market to Market adjustment of Derivatives		(28,680	)
Balance, April 30, 2017	$	393,293

For the ~~year ended January 31, 2016.~~

~~The Company issued the following shares of common stock in the year ended April 30, 2016:~~
~~Conversion of Notes Payable to Common Stock~~			~~70,854,634~~
~~The company issued 70,854,634 shares of common stock for the conversion of Notes payable and accrued interest in the amount of $17,127.~~

~~Options and Warrants:~~

~~The Company recorded option and warrant expense of $0 in the period~~three months ended April 30, 2017 and 2016, the company recorded gain (loss) from the change in the fair value of derivative liabilities of $28,680 and ~~the year ended January 31, 2016.~~($210,460), respectively.

~~The Company had the following options or warrants outstanding at April 30, 2016:~~

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

Options Weighted Average Warrants Weighted Average
Exercise Exercise
Price Price
Outstanding at January 31, 2016 - $ 0.25 6,982,500 $ 0.09
Granted -
Exercised - — — —
Forfeited and canceled - 100,000
Outstanding at April 30, 2016 - $ — 6,882,500 $ 0.13

Summary of warrants outstanding and exercisable as of April 30, 2016 is as follows:

Range of Exercise Weighted Average Number of Warrants Number of Warrants
Prices Remaining Contractual Outstanding Exercisable
Life (years)
$ 0.05 to $ 0.12 1.86 6,882,500 6,882,500
0
$ 0.05 to $ 0.12 1.86 6,882,500 6,882,500

~~NOTE 4 – COMMITMENTS AND CONTINGENCIES~~

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

NOTE 5 ~~- GOING CONCERN AND FINANCIAL POSITION~~– STOCKHOLDERS’ DEFICIT

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

The Series A Preferred Stock has ~~incurred cumulative losses through~~an automatic forced conversion upon the completion of the repurchase or extinguishing of all “toxic” debt, the extinguishing of all other existing dilutive debt or equity structures, and total recapitalization of the Company. As of April 30, ~~2016~~2017, the Company had 330,000 shares of ~~$8,397,741~~Series A Preferred issued and outstanding.

The Series B Preferred Stock has voting rights equal to 51% of the total voting rights at any time. There are no conversion rights granted holders of Series B Preferred shares. As of April 30, 2017, the Company had 1,000 shares of Series B Preferred Stock issued, outstanding and held by Timothy Armes.

Common Stock:

The Company is authorized to issue 4,000,000,000 common shares at a ~~working capital deficit~~par value of $0.001 per share. These shares have full voting rights. During the three months ended April 30, 2017, the Company did not issue any common stock. At April 30, 2017 and January 31, 2017, there were 561,655,477 shares issued and outstanding.

Options and Warrants:

During the three months ended April 30, 2017, the Company did not issue any options or warrants. The Company had the following warrants outstanding at April 30, ~~2016 of $(2,290,013).~~2017:


	Number of Warrants		Weighted Average Exercise Price For Share	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value

Outstanding and exercisable at January 31, 2017	5,755,000		$ 0.08
Expired	(127,500	)	$ 0.10
Outstanding and exercisable at April, 30, 2017	5,627,500		$ 0.08	1.61	$ —

~~NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS~~NOTE 6 – RELATED PARTY TRANSACTIONS

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

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

~~Level 3 Inputs~~ ~~– Instruments with primarily unobservable value drivers.~~

As of April 30, ~~2016~~2017 and January 31, ~~2016,~~2017, the ~~Company’s financial assets were measured~~Company had $216,030 and $145,650 of related party accrued expenses related to accrued compensation for employees and consultants.

The Company maintains its executive offices of approximately 300 sq. ft., at ~~fair value using Level 3 inputs, with the exception of cash, which was valued using Level 1 inputs.~~

~~Fair Value Measurement at April 30, 2016 Using:~~

April 30, 2016
Quoted Prices in Active
Markets
For Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets:
None $               — $                 — $               — $                 —
Totals $               — $                 — $               — $                 —

Liabilities:
   Derivative Liabilities $ 983,147 $ —   $ —   $ 983,147
      Totals $ 983,147 $ —   $ —   $ 983,147

January 31, 2016
Quoted Prices in Active
Markets
For Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets:
None —   —   —   —
  Totals $ —   $ —   $ —   $ —

Liabilities:
   Derivative Liabilities $ 745,129 —   —   745,129
      Totals $ 745,129 $ —   $ —   $ 745,129

~~Derivative Liability:~~

As of April 30, 2016 and January 31, 2016 the company had $983,147 and $745,129 recorded as derivative liabilities. During the periods ended April 30, 2016 and January 31, 2016 the company recorded $210,460 in loss and $633,185 in loss from the change758 E. Bethel School Road, Coppell, Texas 75019 in the ~~fair value of derivative liabilities.~~

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

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

pays no rent. The fair value of the derivative liability is determined using the Black-Scholes option-pricing model, is re-measured on the Company’s reporting dates, and is affected by changes in inputs to that model including our stock price, expected stock price volatility, the expected term,Company and the ~~risk-free interest rate. In our calculation at April 30, 2016, volatility ranged from 385%~~CEO moved the office to ~~437%~~6515 Goodman Rd., ~~the term ranged from 0.49~~#258, Olive Branch, MS. 38654 in July 2018. The Company plans to ~~0.64 years,~~lease office space when their operations require it and ~~the risk free interest rate was 6%.~~funding permits.

Level 3
Derivatives
Balance, January 31, 2016 $ 745,129
Derivative Liabilities due to New Convertible Debt $ 210,460
  Reclassification of Derivative Liabilities to Additional Paid in Capital
     Due to Conversion of Notes Payable $ (52,442 )
   Market to Market adjustment of Derivatives $ 80,000
Ending Balance, April 30, 2016 $ 983,147

NOTE 7 – ~~RELATED PARTY TRANSACTIONS~~COMMITMENTS AND CONTINGENCIES

There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which was never received. The Company ~~maintains its executive offices of approximately 300 sq. ft., at 758 E. Bethel School Road, Coppell, Texas 75019 in~~initiated litigation to dispute the ~~home of~~note and 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.~~10,151,540 shares that have been issued.

NOTE 8 -– SUBSEQUENT EVENTS

~~Subsequent to April 30, 2016,~~Conversion of notes

On November 15, 2017, 55,938,667 shares were issued for the ~~Company borrowed $25,000 on~~conversion of a ~~Convertible Notes:~~$6,050 Note and $2,341 interest that had a conversion feature at 50% of the market price per share.

On November 15, 2017, 61,429,041 shares were issued for the conversion of a $4,400 Note ~~Payable: $4,000.00 Unruh~~and $1,743 interest that had a conversion feature at 50% of the market price per share.

On December 8, 2017, 61,455,342 shares were issued for the conversion of a $4,400 Note and $1,745 interest that had a conversion feature at 50% of the market price per share.

On January 19, 2018, 34,000,000 shares were issued for the conversion of $2,550 of debt. This amount was a partial conversion of a $12,500 note ~~plus interest was~~that existed as of January 31, 2017 and assigned to ~~Blackbridge Capital Growth Fund,~~another holder. The note had a conversion feature of 50% of the lowest bid price of common stock reported on National Quotations Bureau OTC Markets for the 40 prior days but not higher than $.000075 per share. Conversion of the $2,550 Note that existed as of January 31, 2017 to another party. The note had a conversion feature of 50% of lowest bid but not higher than $0.000075 per share.

On June 6, 2018, 66,897,096 shares were issued for the conversion of a $2,200 Note and $1,145 interest that had a conversion feature at 50% of the market price per share.

On July 30, 2018, 54,767,518 shares were issued for the conversion of a $1,760 Note and $978 interest that had a conversion feature at 50% of the market price per share.

Issuance of shares for services

On January 31, 2018, 1,000,000 shares valued at $300 were issued for services to Seaside Advisors, LLC.

On January 31, 2018, 10,000,000 shares valued at $3,000 were issued to Eilers Law Group P.A. for services.

- 11 -

Settlement of accounts payable

On January 31, 2018, 30,000,000 shares were issued to Garret Armes to settle $2,250 of accrued deferred compensation.

On January 31, 2018, 10,000,000 shares were issued to Kate Chambrovich to settle $750 of accrued deferred compensation.

On January 31, 2018, 15,000,000 shares were issued to Lynn Management, LLC to settle $1,125 of accrued payables.

~~Note Payable - $25,000, 9% interest payable accrued until maturity, due Feb 5, 2017~~

~~$25,000~~

~~In the period since April 30, 2016,~~Issuance of convertible notes

On December 27, 2017, the Company issued ~~35,962,743~~a convertible note with a principal amount of $51,750. The note bears 15% interest, and is due on December 27, 2018. The note can be converted at 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 40 prior days. The conversion price shall not be higher than $.000075 per share. On March 7, 2018 the Company issued a Warrant to purchase 34,000,000 shares of ~~restricted~~ common stock ~~pursuant~~ to the note holder at exercise price of $0.000075 per share. The warrant expires in March, 2021.

Issuance of replacement notes

On April 25, 2018, the Company entered into replacement notes with 4 existing note holders including Larry Glenn, Jr., Charles Hickle, Dynacap Global Capital Fund II, LP., and Phenix Suites, LLC. The new notes combined the principle amounts of each of their existing notes along with each note’s accrued interest, extended the maturity dates to April 24, 2020 with an interest rate per annum of 15%.

Each note is convertible with a conversion ~~of $6,293.48 of the Unruh convertible promissory note and interest. The Notes provided conversion features which was tied~~price for each share equal to the ~~market~~lower of: (a) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common ~~stock.~~stock may be traded in the future, for the 20 (twenty) prior trading days including the day of issuance of this herein Note or (b) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day upon which a Notice of Conversion of the Note, is received by the Company. The total principal and accrued interest replaced were $530,650 and $ 316,679, respectively.

Cancellation of convertible notes

On February 1, 2018, the Company entered a loan cancellation agreement with Optimum MCGI Holdings LLC. An aggregate total amount of $36,837 was cancelled and released.

Modification to Rights of Security Holders

On June 8, 2018, the Company filed a Certificate of Designation for its Series D Preferred Stock with the Secretary of State of Nevada designating 870 shares of its authorized preferred stock as Series D Preferred Stock (“Series D”). The shares of Series D shall have a par value of $0.001 per share. The shares of Series D do not have any dividend rights, voting rights or pre-emptive rights and are redeemable by either the Company or the Holder at an amount of $1,000 per share.

On June 13, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, decreased the authorized Series A Preferred Stock to 330,000 shares and modified certain rights and preferences.

Acquisition

On June 18, 2018, the Company entered into a Binding Letter of Intent (“Binding LOI”), with The 4 Less Corp. (“4Less”). The Company will acquire all of the issued and outstanding shares of common stock of 4Less by (1) issuance of 19,000 shares of Series B preferred stock; (2) issuance of 6,750 shares of Series C preferred stock; (3) issuance of 750 shares of Series D preferred stock to shareholders; and (4) payment of $150,000 to 4Less within 15 days of execution of this Binding LOI. Timothy Armes, CEO of the Company, agreed to return 60,000,000 shares of common stock of the Company in exchange 120 shares of Series D preferred stock at the time of execution of the definitive agreement.

- 12 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this quarterly report as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this quarterly 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 quarterly report. Factors that can cause or contribute to these differences include those described under the headings “Risk Factors” and “Management Discussion and Analysis and Plan 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 quarterly 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 quarterly 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.

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.~~6515 Goodman Rd., #258, Olive Branch, MS. 38654. It can be reached by phone at (972) 393-5892.

~~Recent Activity~~History and Description of the Operations of Nurses Lounge

At the ~~end~~beginning of ~~our fiscal year end~~2003 in Dallas, Texas, Timothy Armes took over control of the nursing Internet portal and ~~through our first quarter~~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 ~~FY 2017 we have concentrated our efforts into re-launching~~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 ~~employer area~~development of ~~our~~social media technology, Mr. Armes designed and launched a beta version of a professional network ~~into~~for nurses in the summer of 2009 designed to provide a ~~talent acquisition~~common platform for ~~hiring nurses.~~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.

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

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

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

- 13 -

As members of ~~10,000 paid nursing~~the Nurses Lounge, nurses are able to participate in groups created by organizations such as schools, associations and employers in order to keep current on news, information, meetings and jobs ~~posted on our~~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 ~~from healthcare systems across the country. By achieving this goal we will be one of the largest~~for nursing ~~job sites~~professionals as well as a nursing faculty for direct hire employers such as hospitals as opposed to travel firms. As of April 30, 2016 we had reached 25% of our goal with 2,500 jobs posted or under contract to be posted. We believe the 10,000 jobs will be achieved with between 60 and 100 health systems under contract.

~~Management is still~~nursing schools looking to ~~add approximately 5 commission business partners~~hire faculty.

Nurses Lounge expects to ~~represent us in 5~~generate a substantial percentage of ~~our 7 regions. These representatives will be responsible for~~ revenue ~~generation~~from the job board and, as nurse membership ~~growth in their assigned markets.~~

~~Additionally we have had some unsolicited sales~~grows, expects to generate additional revenue from ~~organizations wanting to purchase~~ targeted ads and email campaigns ~~since year-end. The sales ranged between $1,000~~both from employers and ~~$2,500. We believe~~nursing schools looking to fill online classes as our membership grows there will be a tremendous sales opportunity for these transactions. As we do not sale our member lists, this transactions consist of our sending a clients email to a targeted group of nurses defined by the client through our own email service.well as continuing education offerings.

~~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.~~

Competition

While there are various online community forums and nurse portals, Nurses Lounge does not believe that there is a direct competitor designed from the ground up as a professional network for nurses and to solve many of the day-to-day communications problems nursing organizations have. The largest competitors of Nurses Lounge bill themselves as “communities” that claim to provide news, career advice and social interaction, and include Nurse.com - owned by ~~OnCourse Learning;~~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:

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

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

	15
•	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.

- 14 -


•	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”.~~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.

~~***~~

Results for the three months ended April 30, 2017 and 2016

Revenues

Revenue for the three months ended April 30, ~~2016~~2017 and ~~2015 was $13,445 and $22,435, respectively. The lower revenue for the first quarter in~~ 2016 was ~~primarily~~$9,355 and $13,445, respectively. Sales decreased because the Company has been transitioning its job board to a pay-per-click model based on location versus promotion of 60-day and unlimited job posting campaigns. The income decreased due to ~~sales to staffing firms at a price~~less marketing and therefore less job postings.

Cost of ~~$6,000 in 2015 versus an average sales price to healthcare systems at rate of approximately $995.00. As a result the total number of sales in 1~~^st ~~quarter of 2016 is greater than in same period the previous year.~~Revenues

Cost of revenues were ~~$1,000~~$0 and ~~$2,345~~$1,000 for the three months ended April 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The changes reflect the swings in costs as the Company promotes its nurse portal and the variation in those costs as the Company has yet to enter a period where the operations in sales and cost of sales are relatively constant. Until the Company enters a reasonably constant operating period, the costs will vary widely.

Selling ~~expenses were $24,197~~ and ~~$37,322 for the three months ended April 30, 2016~~Advertising Expense

Selling and ~~2015. This decrease was due to the President doing more of the sales presentations rather than paying rather than paying others to do this work.~~

~~Operating~~advertising expenses for the three months ended April 30, 2017 and 2016 were $411 and ~~2015~~$24,197, respectively. The Company’s president took more responsibility for the selling activities of its network to minimize the spending on advertising and sales while transitioning sales model.

General and Administrative Expense

General and administrative expenses for the three months ended April 30, 2017 and 2016 were ~~$103,379~~$82,560 and ~~$72,036~~$78,182, respectively. The increase was mainly resulted from the increase in the website development related fees.

Other Income (Expense)

Other expense reflects interest on loans which was ~~$64,567~~$46,001 and ~~$90,726~~$64,567 expense for the three months ended April 30, ~~2016~~2017 and ~~2015,~~2016, respectively. Also, there were other expenses relating to ~~the cost of our convertible debt being a loss~~gain (loss) on derivatives of ~~$210,460~~28,680 and ~~$191,846~~($210,460) for the three months ended April 30, 2017 and 2016 respectively. The change in interest expense was mainly because of debt discounts were fully amortized during the year ended January 31, 2017. The change in gain and ~~2015 respectively. We also incurred a~~ loss ~~on debt extinguishment for~~from derivatives was mainly due to the ~~three months ended April 30, 2016 and 2015 of $0 and $45,359 respectively.~~change in stock price.

Liquidity and Capital Resources

As of April 30, ~~2016,~~2017, the Company had cash of $88 and negative working capital of ~~$2,290,013, comprised of current assets of $2,486 and current liabilities of $2,292,499.~~$2,211,360.

Net cash used in operations for the three months ended April 30, ~~2016~~2017 was ~~$78,509~~$1,068 as compared to ~~$85,822~~$78,509 for the three months ended April 30, ~~2015.~~

~~Cash used for purchase of fixed assets was $0 for the three months ended April 30, 2016 and 2015.~~

~~Cash~~2016. Net cash provided by financing activities for the three months ended April 30, ~~2016~~2017 was ~~$80,000~~$0 as compared to ~~$40,500~~$80,000 for the same period in ~~2015.~~2016.

~~The Company has borrowed funds and/or sold stock for working capital. These transactions are detailed in the section “Recent Sales of Unregistered Securities”.~~- 15 -

~~Currently the~~The Company does not have sufficient cash reserves or revenues to meet its contractual obligations under its outstanding notes payable and to pay its ongoing monthly expenses, which the Company anticipates totaling approximately $300,000 over the next 12 months. The Company has been able to continue operating to date largely from loans made by its shareholders and other debt financings to date. 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. Unless 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. The Company continues to generate revenue from the Nurses Lounge business, which the Company believes will increase to the point where the Company can cover its basis monthly obligations, of which there can be no assurance.

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.~~

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.

Acquisition

On June 18, 2018, the Company announced that, effective June 14, 2018, it entered into a Binding Letter of Intent, with The 4 Less Corp., a corporation duly formed under the laws of the State of Nevada. The Company intend to acquire all of the issued and outstanding shares of common stock in The 4Less Corp.

To facilitate the transaction we plan to be current with all required filings including the January 31, 2018 Form 10-K and April 30, 2018 Form 10-Q. Additionally, we are looking at various strategic options to further enhance shareholder value, including the option of selling our subsidiary, which could relieve the Company of much of its debt.

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk.

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

ITEM 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "“disclosure controls and procedures"” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "“Evaluation Date"”), has concluded that as of the Evaluation Date, 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 and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Moving forward, we hope that our Chief Executive Officer and Principal Financial Officer will be able to devote the additional time and effort required so that our disclosure controls and procedures are once again effective. Notwithstanding the assessment that our internal controls and procedures were not effective, we believe that our financial statements contained in this Quarterly Report for the quarter ended ~~October 31, 2015~~April 30, 2017 fairly present our financial position, results of operations and cash flows for the years and months covered thereby in all material respects.

(b) Changes in internal control 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.

- 16 -

PART II

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form ~~10-K~~10-K/A for the year ended January 31, ~~2016,~~2017, filed with the Commission on ~~June 27, 2016,~~May 23, 2018, other than as set forth below, and investors are encouraged to review such risk factors below and in the Form ~~10-K,~~10-K/A, prior to making an investment in the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

Consideration Date # Shares
Balance, Number of shares outstanding, January 31, 2016
454,838,100
Common stock at issued fifty percent discount to market per note conversion agreement Convert a portion of note payable (1) Feb 5, 2016

27,525,867
Common stock at issued fifty percent discount to market per note conversion agreement Convert a portion of note payable (2) Mar 11, 2016

43,328,767
Balance, Number of shares outstanding, April 30, 2016 525,692,734


	Consideration		Date	# Shares
Balance, Number of shares outstanding, January 31, 2016				454,838,100
Common stock issued at fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(1)	Feb 5, 2016	27,525,867
Common stock issued at fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(2)	Mar 11, 2016	43,328,767
Common stock issued at fifty percent discount to market per note conversion agreement	Convert a portion of note payable	(3)	May 10, 2016	35,962,743
Balance, Number of shares outstanding, January 31, 2017				561,655,477
NONE				0
Balance, Number of shares outstanding, April 30, 2017				561,655,477

(1) Partial conversion of Note that had a conversion feature at 50% of market price per share. These shares were issued for the conversion of ~~$4,129~~$4,000 of the note plus $129 of accrued interest.

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

(2) Partial conversion of Note that had a conversion feature at 50% of market price per share. These shares were issued for the conversion of ~~$12,998~~$12,500 of the note and $498 of accrued interest.

(3) Partial conversion of Note that had a conversion feature at 50% of market price per share. These shares were issued for the conversion of $4,000 of the note and $2,293 of accrued interest.

- 17 -

Options and Warrants

The Company had the following ~~options or~~ warrants outstanding at April 30, ~~2016:~~2017:

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

(1) ~~Three options~~One option 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,~~Geneva7, LLC in consideration for renewing the loan it has with the company of $25,000 two 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 and expired without it being exercised. The loan matured on April 30^th 2012 and Geneva 7 agreed to renew the loan and accrue interest thru July 31, 2013 and additionally renewed the loan thru October 31, 2103 when it matured on July 31, 2013. With each additional renewal Geneva7 received an additional option to purchase 127,500 shares of restricted common stock at an exercise price of $0.10 per share and for a term of 5 years. This note was sold to a third party who converted the note into common shares at market and sold the shares.

(2) 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 ~~1,000,000 shares. The Company entered into a contract for services with Horse and Hammerhead Marketing Solutions, LLC , a management consulting firm. Based on~~entitles the ~~agreement, the consultant was issued a warrant for 1,000,000 shares~~holder to purchase one share of ~~MCGI’s restricted~~ common stock at an exercise price of ~~$0.12 per/~~$0.05 per share ~~with a 4-year term.~~and subject to adjustments due to recapitalization or reclassification of common stock.

~~(4)On January 9, 2013~~(3) Option for 3,500,000 common shares granted to a lender as part of the ~~company issued 2,000,000 units of its securities in~~loan transaction. The options have a ~~private placement to an accredited investor. The~~strike price of ~~these Units was $0.10 per unit. Each Unit consists of 1 share of restricted common stock valued at~~ $0.10 per share ~~for a total of 2,000,000 shares~~ and one 5 year Warrant. Each Series B Warrant entitles the holder to purchase one share of common stock at an exercise price of $0.05 per share and subject to adjustments due to recapitalization or reclassification of common stock.expire on July 1, 2019.

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

Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

- 18 -

SIGNATURES

In accordance with the requirements 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~~MedCareers Group, Inc.

By: /s/ Timothy Armes

Timothy Armes

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

Date: ~~July 8, 2016~~August 6, 2018

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

31.1*
31.1*	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.

- 19 -

	April 30, 2016			Jan 31, 2016
Assets
Current Assets
Cash and Cash Equivalents	$	1,491		$	—
Accounts Receivable		995			995
Other Current Assets		—			83
Total Current Assets		2,486			1,078


Total Assets	$	2,486		$	1,078

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts Payable	$	52,949		$	48,226
Accrued Expenses		43,721			39,590
Accrued Interest Payable		317,711			290,682
Derivative Liabilities		983,147			745,129
Short Term Debt, net of Debt Discount of $147,731 and $104,900		822,471			799,572
Short Term Debt – Related Party, net of Debt Discount of $0 and $0		72,500			72,500
Total Current Liabilities		2,292,499			1,995,699


Total Liabilities		2,292,499			1,995,699

Stockholders’ Deficit
Preferred Stock, $0.001 par value, 20,001,000 shares authorized,
330,000 and 0 shares issued and outstanding		330			330
Common Stock, $0.001 par value, 4,000,000,000 shares authorized,
525,692,734 and 454,838,100 shares issued and outstanding		525,692			454,838

Additional Paid In Capital		5,581,706			5,582,991
Accumulated Deficit		(8,397,741	)		(8,032,780	)
Total Stockholders’ Deficit		(2,290,013	)		(1,994,621	)

Total Liabilities and Stockholders’ Deficit	$	2,486		$	1,078


	2016			2015
Revenue	$	13,445		$	22,435

Operating Expenses:
Cost of Revenues		1,000			2,345
Selling and Advertising Expenses		24,197			37,322
General and Administrative		78,182			72,036
Total Operating Expenses		103,379			111,703

Net Operating Loss		(89,934	)		(89,268	)

Other Expense
Loss on Derivatives		(210,460	)		(191,846	)
Loss on Debt Extinguishment		—			(45,359	)
Interest Expense		(64,567	)		(90,726	)
Total Other (Expense)		(275,027	)		(327,931	)

Net Loss	$	(364,961	)	$	(417,199	)


Weighted Average Shares Outstanding		504,658,572			153,703,437
Loss Per Share for Common Shareholders	$	(0.001	)	$	(0.003	)

									Retained
	PreferredStock		Common Stock				Paid-In			Earnings
	Shares	Amount	Shares		Amount		Capital			(Deficit)			Totals
Stockholders' Deficit
at January 31, 2016	330,000	330	454,838,100	$	454,838	$	5,582,991		$	(8,032,780	)	$	(1,994,621	)

Conversion of
Notes Payable to Common Stock			70,854,634		70,854		(53,727	)					17,127
Derivative Liability Reclassification Due
to Debt Conversion							52,442						52,442

Net Loss										(364,961	)		(364,961	)

Stockholders' Deficit
at April 30, 2016	330,000	330	525,692,734	$	525,692	$	5,581,706		$	(8,397,741	)	$	(2,290,013	)

	Apr 2016			Jan 2016
Note Payable - $100,000, 12% interest payable monthly or accrued, due Nov 4, 2013	$	100,000		$	100,000
Note Payable - $16,000, 12% interest added to note quarterly, due January 31, 2014		16,000			16,000
Note Payable - $45,000, 12% interest added to note quarterly, due Nov 5, 2013		45,000			45,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013		5,000			5,000
Note Payable - $40,000, 12% interest added to note quarterly, due April 28, 2013		18,000			18,000
Note Payable - $490,150, 12% interest payable monthly or accrued, due Oct 29, 2013		479,150			479,150
Note Payable - $4,000, 12% interest added to note quarterly, due April 30, 2013		4,000			4,000
Note Payable - $25,000, 12% interest added to note quarterly, due April 30, 2013		25,000			25,000
Note Payable - $5,000, 12% interest added to note quarterly, due Nov 5, 2013		30,000			30,000
Note Payable - $5,000, 8% interest payable accrued to maturity, due Nov 25, 2015		5,000			5,000
Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017		57,958			57,958
Note Payable - $57,958, 8% interest payable accrued to maturity, due Sept 10, 2017		—			259
Note Payable - $23,863, 8% interest payable accrued to maturity, due Sept 10, 2017		23,863			23,863
Note Payable - $12,355 8% interest payable accrued to maturity, due Sept 10, 2017		12,355			12,355
Note Payable - $34,280, 8% interest payable accrued to maturity, due Sept 10, 2017		10,950			27,450
Note Payable - $38,677, 8% interest payable accrued to maturity, due Sept 10, 2017		38,677			38,677
Note Payable - $25,000, 8% interest payable accrued to maturity, due Dec 7, 2017		25,000			25,000
Note Payable - $25,000, 8% interest payable accrued to maturity, due Feb 3, 2018		25,000			—
Note Payable - $30,000, 8% interest payable accrued to maturity, due March 3, 2018		30,000			—
Note Payable - $25,000, 8% interest payable accrued to maturity, due March 24, 2018		25,000			—
Deferred Financing Costs		(5,751	)		(8,240	)
Debt Discount		(147,731	)		(104,900	)
Subtotal	$	822,471		$	799,572
Related Party Debt
Note Payable - $19,500, 8% interest payable accrued until maturity, due Jan 2, 2015
Note Payable - $5,500, 8% interest payable accrued until maturity, due July 8, 2015		5,500			5,500
Note Payable - $4,500, 8% interest payable accrued to maturity, due May 5, 2015		4,500			4,500
Note Payable - $24,297, 8% interest payable accrued to maturity, due May 14, 2015		23,297			23,297
Note Payable - $7,703, 8% interest payable accrued to maturity, due May 19, 2015		7,703			7,703
Note Payable - $26,500, 8% interest payable accrued to maturity, due June 12, 2015		26,500			26,500
Note Payable - $5,000, 8% interest payable accrued until maturity, due July 19, 2016		5,000			5,000
Subtotal – Related Party Debt		72,500			72,500
Total	$	894,971		$	872,072

	2016		2015
Convertible debt – fixed conversion rate	$	692,150	$	692,150
Convertible debt – variable conversion rates, net of debt discount		105,321		82,422
Convertible debt – variable conversion rates, Related Party, net of debt discount		72,500		72,500
Non-Convertible debt		25,000		25,000
Net	$	894,971		872,072

	April 30, 2016		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Assets:
None	$ —		$ —		$ —		$ —
Totals	$ —		$ —		$ —		$ —

Liabilities:
Derivative Liabilities	$	983,147	$	—	$	—	$	983,147
Totals	$	983,147	$	—	$	—	$	983,147

		January 31, 2016		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
None		—		—		—		—
Totals	$	—	$	—	$	—	$	—


Liabilities:
Derivative Liabilities	$	745,129		—		—		745,129
Totals	$	745,129	$	—	$	—	$	745,129

	Level 3
	Derivatives
Balance, January 31, 2016	$	745,129
Derivative Liabilities due to New Convertible Debt	$	210,460
Reclassification of Derivative Liabilities to Additional Paid in Capital
Due to Conversion of Notes Payable	$	(52,442	)
Market to Market adjustment of Derivatives	$	80,000
Ending Balance, April 30, 2016	$	983,147