UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Information Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

[  ]   Preliminary Proxy Statement

[  ]   Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2))

[X]   Definitive Proxy Statement

[  ]   Definitive Additional Materials

[  ]   Soliciting Materials Pursuant to § 240.14a-12

MEDCAREERS, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (check the appropriate box):

[X]  No fee required

[ ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

 [  ]   Fee paid previously with preliminary materials.

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

MEDCAREERS GROUP, INC.

758 E Bethel School Road

Coppell, Texas 75019

PROXY STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO

SEND US A PROXY

Dear Stockholders:

This Proxy Statement (“Proxy Statement”) is being furnished to holders of record of the common stock, par value $0.001 per share (the “Common Stock”), at the close of business on January 12, 2016 of MedCareers Group, Inc., a Nevada corporation (the “Company”), with respect to certain corporate actions of the Company. This Proxy Statement is first being mailed or furnished to the stockholders of the Company on or about January 8, 2016.

The purpose of this Proxy Statement is to notify stockholders of the Company that the Company is soliciting your vote in order to increase the number of shares of common capital stock of the Company authorized to be issued 3,000,000,000 shares.

ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON January 11, 2016 ARE ENTITLED TO NOTICE OF THE PROXY AS IT RELATES TO THE PROPOSED CORPORATE ACTION. UPON APPROVAL OF STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE COMPANY’S SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTIONWILL BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE EFFECTIVE ON A DATE IMMEDIATELY FOLLOWING APPROVAL OF THE SHAREHOLDERS.

The Company’s board of directors is soliciting your proxy. This ProxyStatement is being furnished to you to inform you of the matters described herein in compliance with Regulation 14A of the Securities Exchange Act of 1934, as amended. The Company has asked brokers and other custodians, nominees and fiduciaries to forward this Proxy Statement to the beneficial owners of the Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

MEDCAREERS GROUP, INC.

758 E Bethel School Road

Coppell, Texas 75019

PROXY STATEMENT

This proxy statement (“Proxy Statement”) is being furnished to holders of record of the common stock, par value $0.001 per share (the “Common Stock”), at the close of business on January 12, 2016 of MedCareers Group, Inc., a Nevada corporation (the “Company”), with respect to certain corporate actions of the Company. This Proxy Statement is first being mailed or furnished to the stockholders per this filing of the Company on or about January 13, 2015.

ABOUT THIS PROXY STATEMENT

What is the purpose of this Proxy Statement?

This Proxy Statement is being provided pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify stockholders of the Company, as of the close of business on January 11, 2016 (the “Record Date”), of the corporate actions expected to be taken pursuant to the approval of a majority of shareholders of the Company. Upon the approval of a number of Shareholders holding greater than fifty percent (50%) of the Company’s Common Stock the Company will take such action to amended the articles of incorporation to increase the number of shares of common capital stock authorized from 850,000,000 shares to 3,000,000,000 (the “Action”). In order to eliminate the costs and management time involve in holding a special meeting, and in order to effect the corporate action as soon as possible, the Company decided to seek written consent of the stockholders holding a majority of the voting power of the Company in accordance with Nevada Law and the Bylaws of the Company.

Who is entitled to notice?

All holders of shares of Common Stock of record on the close of business on the Record Date are entitled to notice of the Proposed Action.

On what corporate matters are you entitled to vote?

The stockholders are voting on the following proposition:

What vote is required to approve the Action?

In order to amend the articles of incorporation of the Company to amend the articles of incorporation, the affirmative vote of a majority of the voting capital stock is required. Under Nevada Revised Statutes 78.320, generally, as amended, and in accordance with the Bylaws of the Company, all activities requiring stockholder approval may be taken by obtaining the written consent and approval of more than 50% of the holders of voting stock in lieu of a meeting of the stockholders. Therefore, the Company is request the consent of a majority of the shareholders to undertake the Action.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of the Record Date, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five percent, (ii) each of the Company’s executive officers, directors and director designees, and (iii) the Company’s executive officers, directors and director designees as a group.

ACTION

AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO

INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES.

On November 24, 2015, the Company’s board of directors adopted a resolution declaring it advisable to amend the Company’s articles of incorporation to increase the authorized common capital stock of the Company from 850,000,000 to 3,000,000,000. Upon consent of a majority of the shareholder entitled to vote approving the Action, the Company shall take such steps to file Articles of Amendment with the state of Nevada. A copy of the Articles of Amendment are attached as Appendix A hereto.

Purpose of the Action

The purpose of the increase in common stock is to increase the number of shares of our common stock available for issuance to potential investors and/or to persons in connection with potential acquisition transactions, warrant or option exercises and other transactions under which our board of directors may determine is in the best interest of the Company and our stockholder to issue shares of common stock.

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 the form of debt securities.

The increase in authorized common stock will not have any immediate effect on the rights of existing stockholders, but may have a dilutive effect our existing stockholders if additional shares are issued.

We are not increasing our authorized common stock to construct or enable any anti-takeover defense or mechanism on behalf of the Company. While it is possible that management could use the additional common shares to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the independent stockholders, we have no intent or plan to employ the additional unissued authorized shares as an anti-takeover device.

Effective Date of the Amendment

The Articles of Amendment of the Company will become effective upon the filing of the certificate of amendment to the Company’s articles of incorporation with Secretary of State of the State of Nevada.

Dilution and Effect of Action on Shareholder Rights

The general effect upon the rights of the existing security holders as a result of the increase of authorized stock will not have any overall dilution of the Company’s stock, however, the inherent effects that increasing the Company’s outstanding common stock has on shareholder value based on the dilutive impact of the additional authorized shares. The Company has no specific plans to issue shares of common stock beyond the Corporate Actions referenced herein. Shares of authorized and unissued common stock could be issued (within limits imposed by applicable law) in one or more transactions. Any such issuance of additional stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. If the Board of Directors deems it to be in the best interests of the Company and the stockholders of the Company to issue additional shares of common stock in the future from authorized shares, the Board of Directors generally will not seek further authorization by vote of the Stockholders, unless such authorization is otherwise required by law or regulations.

Dissenters’ Right of Appraisal

Under Nevada law and the Company’s articles of incorporation and bylaws, no stockholder has any right to dissent to an increase in the authorized stock, and no stockholder is entitled to appraisal of or payment for their shares of Common Stock pursuant to the Action.

No Meeting of Stockholders Required

The Company is soliciting written consent with regard to the Action. Under Nevada Law and the Bylaws of the Company, the shareholder may take action without special meeting upon written consent of the majority of the shareholders entitled to vote.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

None.

PROPOSALS BY SECURITY HOLDERS

No security holder has requested the Company to include any additional proposals in this Proxy Statement.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

No officer, director or director nominee of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer, director or director nominee of the Company. No director of the Company has informed the Company that he intends to oppose the proposed actions to be taken by the Company as set forth in this Proxy Statement.

ADDITIONAL INFORMATION

The Company files reports with the Securities and Exchange Commission (the “SEC”). These reports include annual and quarterly reports, as well as other information the Company is required to file pursuant to securities laws. You may read and copy materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

Only one Information Statement is being delivered to multiple security holders sharing an address unless the Company received contrary instructions from one or more of the security holders. The Company shall deliver promptly, upon written or oral request, a separate copy of the Proxy Statement to a security holder at a shared address to which a single copy of the document was delivered. A security holder can notify the Company that the security holder wishes to receive a separate copy of the Proxy Statement by sending a written request to the Company at 758 E Bethel School Road, Coppell, Texas 75019. A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements, proxy statements and annual reports.

APPENDIX A

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

The corporation organized and existing under and by virtue of the laws of the state of Nevada does hereby certify:

FIRST: That at a meeting of the Board of Directors of MedCareers Group, Inc.

RESOLVED, that the Certificate of Incorporation of this corporation be amended changing the Article thereof, as amended, said Articles shall be read and be amended as follows for those Articles referenced below:

Article IV.

The number of shares authorized by the corporation shall be 3,000,000,000 common shares, par value $0.001 per share.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with the laws of the State of Nevada at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: 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 50.40%

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this ____ day of January 2016.