The Board of Directors has determined that it is in the Company’s best interest to change its name to better reflect the nature of the Company’s primary business focus.
The Company’s Board of Directors and the shareholders owning a majority of the Company’s voting securities approved a resolution authorizing the Company to amend the Articles of Incorporation to change the Company’s name to The 4 Less Group Inc. The Company previously operated under the name MedCareers Group Inc. which reflected the Company’s prior business of providing a medical platform. The Board believes that the name change better reflects the nature of the Company’s current and anticipated operations.
Upon the effectiveness and on the date that is twenty (20) days following the mailing of this Information Statement, the Board of Directors shall have the Company’s Amendment to the Certificate of Incorporation filed with the State of Nevada in order to effect the Reverse Stock Split and Name Change.
The Corporate Actions will become effective on the date that we file the Certificate of with the Secretary of State of the State of Nevada. We intend to file the Amendment to the Certificate of Incorporation of the Company (the “Amendment”) with the Secretary of State of the State of Nevada promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders.
Notwithstanding the foregoing, we will notify FINRA of the intended Corporate Actions by filing the Issuer Company Related Action Notification Form. Our failure to provide such notice may constitute fraud under Section 10 of the Exchange Act.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED UPON
No director, executive officer, associate of any officer or director or executive officer, or any other person has any interest, direct or indirect, by security holdings or otherwise, in the amendment to the Certificate of Incorporation referenced herein which is not shared by the majority of the stockholders.
OTHER MATTERS
If you and others who share your mailing address own Common Stock in street name, meaning through bank or brokerage accounts, you may have received a notice that your household will receive only one annual report and proxy statement from each company whose stock is held in such accounts. This practice, known as “householding” is designed to reduce the volume of duplicate information and reduce printing and postage costs. Unless you responded that you did not want to participate in householding, you were deemed to have consented to it, and a single copy of this Information Statement has been sent to your address. Each stockholder will continue to receive a separate notice.
If you would like to receive an individual copy of this Information Statement, we will promptly send a copy to you upon request by mail to the Company at 4580 N Rancho Dr #130, Las Vegas, NV 89130, or by calling (662) 510-8992. This document is also available in digital form for download or review by visiting the website of the Securities and Exchange Commission at www.sec.gov.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the requirements thereof, file reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Copies of these reports, proxy statements and other information can be obtained at the SEC’s public reference facilities at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549. Additionally, these filings may be viewed at the SEC’s website at http://www.sec.gov.
The following documents as filed with the Commission by the Company are incorporated herein by reference:
SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, as amended, the Registrant has duly caused this Information Statement to be signed on its behalf by the undersigned hereunto authorized.
BY ORDER OF THE BOARD OF DIRECTORS
MEDCAREERS GROUP INC.
By:
/s/ Timothy Armes
Timothy Armes
President and CEO
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EXHIBIT A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR PROFIT NEVADA CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
The Articles of Incorporation of MedCareers Group Inc. are amended as follows:
1. Article 1 of the Articles of Incorporation has been replaced and shall hence forth with read as follows:
The name of the Corporation is The 4 Less Group Inc. (the “Corporation”).
2. Article IV shall be modified as follows:
Article IV
The number of shares of common stock authorized by the Corporation shall be 20,000,000,000 common shares, par value $0.000001 per share.
Common Stock Reverse Stock Split
On the effective date of this Certificate of Amendment, the Corporation shall effect a reverse stock split in its issued and outstanding shares of Common Stock so that the shares currently issued and outstanding shall be a reverse split on a 6000:1 basis, and all pre-split certificates held by stockholders shall be adjusted on the Corporation’s books to reflect the 6000:1 reverse stock split, such that each 6000 shares of Common Stock, $0.000001par value, held by them prior to the reverse stock split shall be recorded as one share of the Corporation’s post-split Common Stock, $0.000001 par value. No fractional shares will be issued in connection with the reverse stock split and any fractional interest will be rounded up to the nearest whole share. The reverse stock split will not result in any modification of the rights of stockholders and will have no effect on the stockholders’ equity in the Corporation except for a transfer from stated capital to additional paid-in capital. The par value and authorized share capital of the Common Stock shall remain unchanged by the reverse stock split and no other series of stock shall be affected. Except as specifically provided herein, the Corporation’s Articles of Incorporation shall remain unmodified and shall continue in full force and effect.
3. The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 60.3%
4. Signatures:
MedCareers Group Inc.
By:
___________________
Timothy Armes
President and CEO
_______________, 2019
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