UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 2124, ~~2009~~2010 (~~December~~February 1522, ~~2009~~2010)

PR SPECIALISTS, INC.

(Exact name of registrant as specified in its charter)


Delaware	333-34686	95-4792965
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2601 Annand Drive Suite 16 Wilmington, Delaware		19808
2601 Annand Drive, Suite 16, Wilmington, Delaware		19808
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 302-998-8824

~~2300 NE 48th Court, Lighthouse Point, Florida 33064~~ (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 13.0102 Unregistered Sales of Equity Securities

~~Entry~~On ~~into~~February a23, ~~Material~~2010, ~~Definitive~~750,000 ~~Agreement~~shares of common stock, and warrants to purchase 2,250,000 shares of common stock at an exercise price of $.001, were issued to two accredited investor in exchange for employment services valued at $750 or approximately $0.001 per share. The registrant relied on Section 4(2) of the Securities Act of 1933 since the transaction did not involve any public offering. No underwriters were utilized and no commissions or fees were paid with respect to any of the above transactions.

OnItem ~~December 15, 2009, the registrant entered into a Management Agreement with Universal Capital Management, Inc~~5.02 ~~(“Universal”).~~Departure ~~The~~of ~~registrant~~Directors ~~engaged~~or ~~Universal~~Certain toOfficers; ~~provide~~Election ~~the~~of ~~registrant~~Directors; ~~with~~Appointment ~~management services and other related assistance including, among other things, strategic planning and investment banking services. The term~~ of ~~the~~Certain ~~agreement~~Officers; isCompensatory ~~twelve~~Arrangements ~~(12) months. A copy~~ of ~~the~~Certain ~~Management Agreement is attached hereto as Exhibit 10.1.~~Officers

~~Item~~On ~~2.01~~February ~~Completion~~22, 2010, Lawrence Ruden resigned as a member of ~~Acquisition~~the orregistrant’s ~~Disposition~~Board of ~~Assets~~Directors. A copy of Mr. Ruden’s Resignation Letter is attached hereto as Exhibit 99.1.

~~The~~On ~~registrant~~February ~~incorporated a wholly owned subsidiary~~23, ~~Mediavix~~2010, ~~Inc.,~~the aregistrant’s ~~Delaware~~Board ~~corporation (“Mediavix”), and Mediavix adopted its initial plan~~ of ~~business~~Directors ~~on December 15, 2009. A copy of the Business Plan is attached hereto as Exhibit 10.2.~~appointed:

~~Pursuant to subparagraph (f) of this Item 2~~i.~~01, certain of the requisite disclosure requirements may be found in the registrant’s:~~

·Marjorie DeHey Daleo, its current president, as the registrant’s chief executive officer. Ms. Daleo was also appointed to serve as the chief executive officer of Mediavix, Inc., the registrant’s wholly owned subsidiary.

~~Form 10-K filed with the Commission on July 27, 2009, and~~ii.

·Paul E. Wright as the registrant’s chief strategy officer. Mr. Wright was also appointed to serve as the chief strategy officer of Mediavix.

~~All~~There are no arrangements or understandings between either Ms. Daleo or Mr. Wright, and any other ~~reports~~persons ~~filed~~pursuant to which they were appointed to their respective positions with the ~~Commission~~registrant. ~~subsequent~~There ~~thereto~~is no family relationship between either Ms. Daleo or Mr. Wright, ~~including~~and ~~this~~any ~~Current~~director, ~~Report~~executive onofficer, ~~Form~~or ~~8-K~~person nominated or chosen by the registrant to become a director or executive officer of the registrant. The Board of Directors has no specific committees of the Board of Directors at this time.

~~The~~In ~~registrant~~exchange ~~was~~for aserving ~~shell~~as ~~company,~~the ~~other~~chief ~~than~~executive officer of Mediavix and as a ~~business~~member ~~combination~~of ~~related~~its ~~shell~~Board ~~company~~of Directors, Ms. Daleo shall receive as ~~those~~compensation, ~~terms~~among ~~are~~other ~~defined~~things, ina ~~Rule~~base ~~12b-2~~salary ~~under~~of ~~the~~$10,000 ~~Exchange~~per ~~Act~~month; ~~(17~~a ~~CFR~~stock ~~240.12b-2)~~award of 375,000 ~~immediately~~shares ~~before~~of the ~~transaction.~~registrant’s ~~However~~restricted common stock; and a warrant to purchase up 1,125,000 ~~although~~shares of the registrant’s ~~has~~common ~~adopted~~stock anat ~~initial~~the ~~business~~exercise ~~plan~~price of $0.001 per share. All 375,000 asshares of ~~the~~common stock vest 90 days from their issue date. ofThe ~~this~~warrant ~~report,~~vests itannually ~~has~~over ~~not~~three ~~yet~~(3) ~~completed~~years ~~its~~in ~~plan~~equal installments of ~~operation; consequently~~375,000 ~~the~~shares ~~information~~per ~~that~~year ~~would~~as befollows: ~~required~~375,000 towarrants bevest ~~included~~on ~~herein~~each ~~with~~of ~~respect~~February to23, ~~the~~2011, ~~registrant’s~~February ~~plan~~23, of2012 ~~operations~~and ~~will~~February be23, ~~filed~~2013. ~~pursuant~~Currently, tothere anis ~~amendment~~no towritten ~~this~~employee ~~Form~~agreement ~~8-K~~in ~~upon~~place ~~its~~between ~~completion~~the registrant, Mediavix and Ms. Daleo.

~~Item~~In 3exchange for serving as the chief strategy officer of Mediavix and as a member of its Board of Directors, Mr.02 Wright shall receive as compensation, among other things, a base salary of $10,000 per month; a stock award of 375,000 shares of the registrant’s restricted common stock; and a warrant to purchase up 1,125,000 shares of the registrant’s common stock at the exercise price of $0.001 per share. All 375,000 shares of common stock vest 90 days from their issue date. The warrant vests annually over three (3) years in equal installments of 375,000

~~Unregistered~~shares ~~Sales~~per year as follows: 375,000 warrants vest on each of ~~Equity~~February ~~Securities~~23, 2011, February 23, 2012 and February 23, 2013. Currently, there is no written employee agreement in place between the registrant, Mediavix and Mr. Wright.

AsMs. ~~described~~Daleo inhas ~~Item~~served ~~1.01~~as the registrant’s president, ontreasurer and secretary since December 15, 2009. Since September 2008 to present, ~~the~~Ms. ~~registrant~~Daleo ~~entered~~has ~~into~~been a ~~Management~~partner ~~Agreement~~ with ~~Universal~~MediaMojos, ~~for~~LLC ~~management~~which ~~services.~~provides ~~Pursuant~~crucial toconsulting ~~that~~services ~~agreement,~~to ~~the~~small ~~registrant~~and ~~agreed~~emerging tobusinesses ~~provide~~seeking ~~Universal~~opportunities ~~with~~in the ~~following~~entertainment, ~~compensation~~broadcast, ~~within~~advertising ~~thirty~~and ~~(30)~~wireless ~~days~~market ofsegments ~~the~~in ~~effective~~international ~~date~~markets. ofFrom ~~the~~September ~~agreement:~~2008 ~~one~~to ~~million~~March (12009,~~000,000)~~ ~~shares~~Ms. ofDaleo ~~post~~served ~~reverse~~as ~~split~~Senior ~~common~~Vice ~~stock~~President - Global Strategy and Alliances at Blastbeat, a ~~five~~Teen ~~(5)~~Music ~~year~~& ~~Warrant~~Multimedia toBusiness ~~purchase~~project. upFrom toFebruary ~~Five~~2004 ~~Hundred~~to ~~Thousand~~September ~~(500~~2008,~~000)~~ ~~shares~~Ms. ofDaleo ~~post~~served ~~reverse~~as ~~split~~Senior ~~common~~Vice ~~stock~~President - Digital Media, Entertainment and Telcoms at anEnterprise ~~exercise~~Ireland, ~~price~~a government agency responsible for the development and promotion of $0world-class Irish companies.~~001.~~ Prior ~~The~~to ~~registrant~~that istime ~~relying~~she ~~upon~~served ~~Section~~as 4a Competitive Intelligence Marketing Manager at LexisNexis (2)1999 of– ~~the~~2003), ~~Securities~~and ~~Act~~as ofa ~~1933~~Legal ~~since~~Affairs ~~the~~Attorney ~~transaction~~at ~~did~~Metro-Goldwyn-Mayer ~~not~~Inc. ~~involve~~(1995 ~~any~~to ~~public~~1999). ~~offering~~Ms. NoDaleo ~~underwriters~~holds ~~were~~an ~~utilized~~MBA ~~and~~degree nofrom ~~commissions~~University orof ~~fees~~California, ~~were~~Los ~~paid~~Angeles ~~with~~- ~~respect~~The toAnderson ~~any~~School of ~~the~~Management, ~~above~~a ~~transactions~~J.D. degree from California Western School of Law and a B.A. degree from Cornell University.

~~Item~~Mr. 5Wright has served as a consultant to Mediavix since December 2009.02 Prior to that time, in 2000 Mr. Wright founded Frequency Media, a company dedicated to a small niche in music business intelligence, which he moved through a strategic sale to become a co-founder of Mediaguide, which has grown to 30+ employees, international operations and digital & mobile support services to compliment its core digital fingerprinting software development & deployment, broadcast radio monitoring and business intelligence capabilities. Mr. Wright held the following positions with that company since May 2004: Vice President, Music Business Development (May 2004 – May 2005), Vice President, Business Development, (June 2005 – September 2007), Senior Vice President, Strategic Alliances & Marketing (October 2007 – February 2009). Mr. Wright holds B.A. degrees in Economics and Journalism from Washington & Lee University.

~~Departure~~The ofregistrant ~~Directors~~has ornot ~~Certain~~entered ~~Officers;~~into ~~Election~~any oftransactions ~~Directors;~~with ~~Appointment~~either ofMs. ~~Certain~~Daleo ~~Officers;~~or ~~Compensatory~~Mr. ~~Arrangements~~Wright that would require disclosure pursuant to Item 404(a) of ~~Certain~~Regulation ~~Officers~~S-K under the Exchange Act.

OnItem ~~December 15, 2009, Lawrence Ruden resigned from all officer positions he held with the registrant~~9. He01 ~~continues~~Financial toStatements ~~serve~~and ~~as a member of the registrant’s Board of Directors. A copy of Mr. Ruden’s Resignation Letter is attached hereto as Exhibit 99.1.~~Exhibits

On(d) December 15, 2009, the registrant’s Board of Directors increased the number of board members from one to two and nominated Marjorie DeHey Daleo to fill the vacant seat created on the Board of Directors. Ms. Daleo accepted her nomination to the Company’s board of directors on that same date. Ms. Daleo’s term will continue until the next annual shareholder’s meeting or until her successor is duly appointed. Exhibits

OnThe ~~December~~following ~~15,~~exhibits ~~2009,~~are ~~the~~filed ~~registrant’s~~with ~~Board~~this ofreport: Directors appointed Ms. Daleo as the registrant’s president, treasurer and secretary. Ms. Daleo also serves as the president, chief operating officer and treasurer of Mediavix, the registrant’s wholly owned subsidiary.

There are no arrangements or understandings between Ms. Daleo and any other persons pursuant to which she was appointed as the registrant’s president, treasurer and secretary and as a member of the registrant’s Board of Directors. There is no family relationship between Ms. Daleo and any director, executive officer, or person nominated or chosen by the registrant to become a director or executive officer of the registrant. The Board of Directors has no specific committees of the Board of Directors at this time. Ms. Daleo has no written employment arrangement with the registrant at this time.Exhibit

Since September 2008 to present, Ms. Daleo has been a partner with MediaMojos, LLC which provides crucial consulting services to small and emerging businesses seeking opportunities in the entertainment, broadcast, advertising and wireless market segments in international markets. From September 2008 to March 2009, Ms. Daleo served as Senior Vice President - Global Strategy and Alliances at Blastbeat, a Teen Music & Multimedia Business project. From February 2004 to September 2008, Ms. Daleo served as Senior Vice President - Digital Media, Entertainment and Telcoms at Enterprise Ireland, a government agency responsible for the development and promotion of world-class Irish companies. Prior to that time she served as a Competitive Intelligence Marketing Manager at LexisNexis (1999 – 2003), and as a Legal Affairs Attorney at Metro-Goldwyn-Mayer Inc. (1995 to 1999). Ms. Daleo holds an MBA degree from University of California, Los Angeles - The Anderson School of Management, a J.D. degree from California Western School of Law and a B.A. degree from Cornell University. Description

~~The registrant has not entered into any transactions with Ms~~99. ~~Daleo that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.~~1

~~Item~~Resignation ~~5.06~~Letter – Lawrence Ruden

~~Change in Shell Company Status.~~ SIGNATURES

~~See~~Pursuant ~~Item~~to ~~2.01~~the ~~herein~~requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Item~~PR 8Specialists, Inc.01

~~Other~~By:/s/ ~~Events.~~Marjorie DeHey Daleo

~~The~~ Marjorie ~~registrant~~DeHey ~~changed the address of its principal executive offices to 2601 Annand Drive~~Daleo, ~~Suite 16, Wilmington, Delaware 19808.~~

~~Item 9.01~~ President

~~Financial~~Dated: ~~Statements~~February ~~and~~24, ~~Exhibits~~2010

(a)

Financial statements of businesses acquired.

Not applicable

(b)

Pro forma financial information.

Not Applicable

(c)

Shell company transactions

Not Applicable

(d)

Exhibits

The following exhibits are filed with this report:

Exhibit

Description

10.1

Management Agreement

10.2

Business Plan

99.1

Resignation Letter – Lawrence Ruden

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PR Specialists, Inc.

By:/s/ Marjorie DeHey Daleo

Marjorie DeHey Daleo,

President

Dated: December 21, 2009

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