MedCareers Group, Inc. (OTC Pink: MCGI) is engaged as a professional network for doctors, nurses, and other healthcare professionals through its Nurses Lounge subsidiary. Shares of the healthcare networking website are surging 57.14%, through early trading on Wednesday, November 15, 2017. Over the past month, MedCareers Group, Inc. has seen average daily volume of 93,661 shares. However, volume of 255.37 million shares or dollar volume of $280,907, has already exchanged hands on the day.
Shares of MedCareers Group, Inc. are rallying on Wednesday, after the company filed an 8-K form detailing of the issuance of 1,000 shares of its Series B Preferred stock. The issuance was made to the company CEO, Timothy Armes, as an incentive payment for continued employment with the company. Here is part of the 8-K detailing of the stock issuance:
MedCareers Group, Inc. 8-K Filing:
Item 3.02 Unregistered Sales of Equity Securities.
On January 26, 2016, pursuant to the rights available under the Articles of Incorporated, as amended from time to time, the Board of Directors of MedCareers, Inc. (the “Company”) authorized the issuance of 1,000 shares of to be designated Series B Preferred shares as payment incentive for continued employment to Timothy Armes, the Company’s Chief Executive Officer. The issuance was confirmed by the shareholders of the Company, though no shareholder approval was required, on January 13, 2016. The issuance could not be deemed effective until a formal designation was accepted by the state of Nevada. On April, 27, 2016, the designation of a series of Preferred A stock and a series B Preferred stock was stamped as accepted by the state of Nevada, upon which the issuance of 1,000 shares of Series B Preferred shares to Timothy Armes was deemed effective.
The Company relied upon an exemption from registration in accordance with Section 4(2) of the Securities Act of 1933.
Section 5 – Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Upon the effectiveness of the issuance described under Item 3.02 on April 27, 2016, Timothy Armes became the controlling shareholder of the Company. The entirety of the Series B Preferred Stock has a voting rights equal to 51% of the total voting rights at any given time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 27, 2016, the Company filed a designation of 500,000 shares of Series A Preferred Stock and 1,000 shares of Series B Preferred Stock.
The Series A Preferred Stock have 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. For more information regarding the Series A Preferred Stock, please see Exhibit 3.1 Currently there are 330,000 Series A Preferred Shares issued.
The Series B Preferred have voting rights equal 51% of the total voting rights at any time. There are no conversion rights granted holders of Series B Preferred shares. For more information regarding the Series B Preferred Stock, please see Exhibit 3.1. Currently, there are 1,000 shares issued and outstanding of the Series B Preferred Stock, held by Timothy Armes.
Here is the link to the full 8-K filing: https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12381938