MEDCAREERSGROUP,INC.
758 EBethelSchool Road
Coppell,Texas75019
December7,2015
Maryse Mills-Apenteng
Special Counsel
Office of Information Technologies and Services
Securities and Exchange Commission
Washington, DC
Re: | MedCareers Group, Inc. |
Preliminary Information Statement on Schedule 14C | |
Filed November 25, 2015 | |
File No. 000-55089 |
Maryse Mills-Apenteng:
Weare in receipt of your comment letter dated December 2, 2015.This letter sets forth the Company's responses to comments from the staff (the “Staff”) of the Office of Information Technologies and Services contained in the Staff's letter regarding your review of the Preliminary Information Statement Schedule 14C, which was filed with the Commission on November 25, 2015.
For your convenience, the Staff's comments have been repeated below in their entirety, with the Company's response to a particular comment set out immediately underneath it. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. When indicated, the responses described below are included in Amendment No. 1 to our Preliminary Information Statement on Preliminary Schedule 14C.
Aboutthis InformationStatement
Onwhatcorporatemattersdidtheprincipalstockholdersvote?,page18
1. | Pleasetellusthebasis foryourbeliefthataninformationstatementon Schedule14Cistheappropriatescheduletobe filed.Youstatethatsevenholders,whohold50.40%ofthetotalissuedandoutstandingvotingcapitalstock,executed awrittenconsent.However,thebeneficialownershiptableinyourinformationstatementaccounts foronly27.89%ofyourcommonstock.Therefore,itappearsthatsomeoftheconsentingshareholdersholdlessthan5%ofyouroutstandingcommonstock. Basedonyourdisclosure,you mayhaveengagedin asolicitationinordertoobtaintheseconsents. Inyourresponseletter,pleasedescribeeachconsentingshareholder’s relationshiptothecompanyaswellasthesequenceofeventsthroughwhichtheconsentsoftheseshareholderswereobtainedandprovideyouranalysisastowhethersuchactivitiesconstitute asolicitation,asdefinedinExchangeAct Rule14a-1(l).Also,telluswhoinquiredaboutthevotingintentionsoftheshareholdersthatconsentedtotheseactions.Alternatively, file apreliminaryproxystatementon Schedule14A. |
In meeting the requirements of having accrued consent vote without a meeting of the shareholders under the laws of the state of Nevada, we do not believe that we engaged in solicitation as defined by Rule 14a-1(l) of the Exchange Act. Regardless, even if it was determined that there was a solicitation, Rule 14a-2(b)(2) states the solicitation of written consents not by the registrant is not required in that the number of persons allegedly solicited was less than ten. The corporate action sought was requested by the Union Capital, LLC in anticipation of a potential future funding options not yet identified. Union Capital, LLC held 24,792,000 shares at the record date of the consent, representing 5.33% of the issued and outstanding common stock on the record date. If it were deemed a solicitation, 3 shareholders represent current and former management and were solicited as shareholders, NOT in their capacity as officers and directors of the Company, include Timothy Armes, Garrett Armes and Charles Smith, a former financial and accounting consultant to the Company. The remaining 3 consenting shareholders were investors in the Company who stayed in communication with management from time to time and were solicited on behalf of Union Capital, LLC. No other shareholders were contacted or solicited by the soliciting shareholder or the Company on behalf of the same. Therefore, even if it were deemed to have been a solicitation, less than ten shareholders were solicited by a party not the registrant, and thus we have filed the appropriate Schedule 14C.
AmendmenttotheArticlesofIncorporationofthe CompanytoIncreasetheAuthorizedNumberofCommon Shares
PurposeoftheAction,page 5
2. | Pleasetelluswhetheryoupresentlyhaveanyplans,proposalsorarrangementstoissueanyofthenewlyavailableauthorizedsharesofcommonstock foranypurpose,including futureacquisitionsand/or financings.Ifyoudonot,pleasedisclosethatyouhavenoplans,proposals,orarrangements,writtenorotherwise,atthistimetoissueanyofthenewlyavailableauthorizedsharesofcommonstock. |
Although we believe the increase in authorized will make the Company more potential investors, as of the date of this response we have no plans, proposals or arrangements, written or otherwise, to issue the newly available shares of common stock for any purpose, including future acquisitions. Our conversations with Union Capital, LLC have been limited to potential issuances of debt securities. We have expanded upon our purpose for increasing the authorized adding the language below to the Information Statement.
The Company currently has 850,000,000 shares of common stock authorized, of which 464,759,640 were issued and outstanding as of the date of the written consent. In addition, due to prior agreements with investors, approximately 350,000,000 shares are reserved by our transfer agent. As a result, only 35,240,360 shares were available for issuance for new investments. At the time of the written consent, our stock price around $0.0005. Thus, if we sold securities at market price, we would be limited to approximately $17,000.00 in any potential equity based financing. We believe increasing our authorized common stock will allow us attract new equity investors and provide more options for potential investors.Although, the Company currently does not have any plans, proposals or arrangements, written or otherwise, to issue any of the newly available shares of common stock for any purpose, including future acquisitions and/or financings, we have spoken with interested parties in future investments.
In respondingtoourcomments,pleaseprovide awrittenstatement fromthecompanyacknowledgingthat:
· | thecompanyisresponsible fortheadequacyandaccuracyofthedisclosureinthe filing; |
· | staffcommentsorchangestodisclosureinresponsetostaffcommentsdonot foreclosethe Commission fromtakinganyactionwith respecttothe filing;and |
· | thecompanymaynotassertstaffcommentsasadefenseinanyproceedinginitiatedbythe Commissionoranypersonunderthe federalsecuritieslawsoftheUnited States |
If you have any further questions or comments, please do not hesitate to contact our counsel, William Eilers at 786.273.9152.
Sincerely,
/s/ Timothy Armes
Timothy Armes, CEO
cc: William Eilers, Esq.