UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

________________

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~FOR~~For ~~THE~~the ~~FISCAL~~fiscal ~~YEAR~~year ~~ENDED~~ended ~~MARCH~~March 31, ~~2010~~2011

~~Commission File Number: 333-15197~~OR

~~_______________________________~~¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-53906

MEDISTAFF CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA		80-0159248
Nevada		80-0159248
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2360 Corporate Circle, Suite 400 Henderson, NV		89074
(Address of principal executive offices)		(ZIP Code)

~~1780~~(702) ~~West~~866-2500 ~~9000~~(Registrant’s ~~South~~telephone number, including area code)

Suite 218

West Jordan, Utah 84088-6501

(Address of principal executive offices, including zip code)

(801) 230-4761

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

~~Common Stock, $0~~None.~~001 par value per share~~

Title of class		Name of each exchange on which registered
Common Stock. $0.001 par value per share		None

Securities registered pursuant to Section 12(g) of the Act:

~~None~~Common stock, par value $.001 per share

~~Indicate~~Table ~~by check mark if the registrant is a well-known seasoned issuer, as defined in 405~~ of ~~the~~Contents ~~Securities Act. Yes o No x~~

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or Section 15(d)~~ of the ~~Exchange~~Securities Act. ~~Yes x No o~~

1Yes ¨ No x

Indicate by check mark ~~whether~~if the registrant: ~~(1) has~~is ~~filed~~not ~~all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Securities Exchange~~ Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. ~~Yes x No o~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). The registrant is not yet part of the Interactive Data reporting system. Yes o ¨ No o x

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~(1) has ~~filers~~filed ~~pursuant~~all reports required to ~~Item 405~~be offiled ~~Regulation~~by Section ~~S-K~~13 isor ~~not~~15(d) ~~contained~~of ~~herein,~~the ~~and~~Securities ~~will~~Exchange ~~not~~Act beof ~~contained,~~1934 toduring the ~~best~~preceding of12 ~~Registrant's~~months ~~knowledge,~~(or infor ~~definitive~~such ~~proxy~~shorter orperiod ~~information~~that ~~statements~~the ~~incorporated~~registrant bywas ~~reference~~required into ~~Part III~~file ofsuch ~~this~~reports), ~~Form~~and (2) ~~10-K~~has orbeen ~~any~~subject ~~amendment~~ to ~~this~~such ~~Form 10-K~~filing requirements for the past 90 days. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):Yes x No ¨

~~Large~~Indicate ~~accelerated~~by ~~filer~~check omark ~~Accelerated~~whether ~~filer~~the oregistrant ~~Non~~has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~filer~~during othe preceding 12 months (Door ~~not~~for ~~check~~such ifshorter ~~smaller~~period ~~reporting~~that ~~company)~~the ~~Smaller~~registrant ~~Reporting~~was ~~Company~~required xto submit and post such files).

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).~~ Yes x ¨ No o ¨

AsIndicate by check mark if disclosure of ~~June~~delinquent 23filers pursuant to Item 405 of Regulation S-K is not contained herein, ~~2010~~and will not be contained, noto ~~market~~the ~~price~~best ~~existed~~of ~~for~~registrant’s ~~voting~~knowledge, ~~and~~in ~~non-voting~~definitive ~~common~~proxy ~~equity~~or ~~held~~information statements incorporated by ~~non-affiliates~~reference in Part III of ~~the~~this ~~registrant~~Form 10-K or any amendment to this Form 10-K.

~~As of June 23, 2010, the Registrant had outstanding 5,429,016 shares of Common Stock with a par value of $0.001 per share.~~¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

The aggregate market value of the voting common equity held by non-affiliates was $0.00, based on the average bid and asked price of such common equity as of September 30, 2010, the last business day of the registrant’s most recently completed second fiscal quarter.

As of June 24, 2011, there were 5,429,016 shares of the registrant’s common stock, par value $.001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

~~The following documents (or portions thereof) are incorporated herein by reference:~~ None.

2Table of Contents

~~INDEX~~TABLE OF CONTENTS

MEDISTAFF CORPORATION

			Page
PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	4
	Item 1B.	Unresolved Staff Comments	4
	Item 2.	Property	4
	Item 3.	Legal Proceedings	4
	Item 4.	(Removed and Reserved)	4

PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
	Item 6.	Selected Financial Data	5
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	8
	Item 8.	Financial Statements and Supplementary Data	8
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8
	Item 9A.	Controls and Procedures	9
	Item 9B.	Other Information	10

PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	10
	Item 11.	Executive Compensation	11
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	13
	Item 14.	Principal Accounting Fees and Services	13

PART IV
	Item 15.	Exhibits, Financial Statement Schedules	14

		Index to Financial Statements	F-1

		Signatures	15

		Exhibit Index

		PAGE NO
PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	6
ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
ITEM 2.	PROPERTIES	6
ITEM 3.	LEGAL PROCEEDINGS	7
ITEM 4.	REMOVED AND RESERVED	7
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
ITEM 6.	SELECTED FINANCIAL DATA	8
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	11
ITEM 9A.	CONTROLS AND PROCEDURES	11
ITEM 9B.	OTHER INFORMATION	12
PART III
ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	12
ITEM 11.	EXECUTIVE COMPENSATION	13
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	14
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	14
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	14
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	15
SIGNATURES		16

Table of Contents

3PART I

~~PART~~Unless Iotherwise indicated, the terms “MediStaff,” the “Company,” “we,” “us,” and “our” refer to MediStaff Corporation.

~~Cautionary~~Item ~~Note~~1. Business

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2010. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.

Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations," elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Readers should not place undue reliance on these forward-looking statements and are cautioned that any such forward-looking statements are not guarantees of future performance. We assume no obligation to update any forward-looking statements.

References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "MediStaff” "we," "our”, and "us" refer to MediStaff Corporation.

Investors and security holders may obtain a free copy of the Annual Report on Form 10-K and other documents filed by MediStaff with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the Annual Report on Form 10-K and other documents filed by MediStaff with the SEC may also be obtained from MediStaff Corporation by directing a request to: Dale Byers, President and Chief Executive Officer, 1780 West 9000 South, Suite 218, West Jordan, UT 84088-6501.

ITEM 1 BUSINESS

General

MediStaff Corporation was incorporated in the State of Nevada on March 13, 2008. ~~with~~We ~~our~~are ~~office~~a ~~located~~development atstage ~~1780~~medical ~~West~~staffing ~~9000~~company. ~~South,~~We ~~Suite~~intend ~~218~~to provide medical staffing services to hospitals, ~~West~~teaching ~~Jordan~~facilities, ~~Utah~~clinics, ~~84088-6501~~nursing homes and corporations. ~~Our~~We ~~telephone~~have ~~number~~not isyet ~~(801)~~commenced ~~230-4761.~~operations ~~Our~~and ~~facsimile~~are ~~number~~evaluating isother ~~(772)~~business ~~226-5557~~opportunities, which may include a change in control of the Company or business combination with an operating company.

4Our principal offices are located at 2360 Corporate Circle, Suite 400, Henderson, Nevada 89074. Our telephone number is (702) 866-2500.

~~Company History~~Background

~~MediStaff~~We isare a development stage medical staffing company. We have never declared bankruptcy, we have never been in receivership, and we have never been involved in any legal ~~action~~actions or proceedings. Since becoming incorporated, ~~MediStaff~~we ~~has~~have not made any significant purchase or sale of assets, ~~nor~~and ~~has~~have itnot been involved in any mergers, acquisitions or consolidations. ~~MediStaff~~ ~~has~~We have no subsidiaries. Our fiscal year end is March ~~31st~~31. We have no revenues, have achieved only losses since inception, have no operations, and have been issued a going concern opinion from our auditors.

~~Business~~To ~~Development~~date, our business activities have been limited to organizational matters including the preparation and filing of our registration statement, maintaining our reporting requirements and researching potential healthcare organizations within the State of Utah who would benefit from our medical staffing services. We plan to target our medical staffing services to five general groups:

To· ~~date,~~Hospitals; ~~our~~· ~~business~~Teaching ~~activities~~Facilities; ~~have~~· ~~been~~Clinics; ~~limited~~· toNursing ~~organizational~~Homes; ~~matters, the preparation~~ and ~~filing~~· of our registration statement, maintaining our reporting requirements, and research of potential healthcare organizations within the State of Utah who would benefit from our personnel staffing servicesCorporations. ~~These organizations consist of three general groups that our management plans to target:~~

·We ~~Hospitals~~intend ~~and~~to ~~teaching~~establish ~~facilities~~relationships with licensed healthcare professionals to meet the supplemental staffing needs of healthcare providers. We seek to attract nurses, ·specialty ~~Clinics~~technicians and ~~nursing~~physicians ~~homes,~~that prefer the flexibility of assignment-based employment as opposed to long-term contractual obligations. Our goal is to provide professionals with the flexibility to balance their professional schedules with their other responsibilities and interests.

·Our ~~Organizations~~potential clients use temporary healthcare professionals to maximize scheduling flexibility, ~~such~~monitor asand ~~corporations~~control orlabor ~~schools~~costs and offset staffing fluctuations. MediStaff intends to provide potential clients with an employment service that can supply licensed and certified healthcare professionals. In the past, hospitals and other healthcare providers relied on full-time employees working double-shifts and overtime to fulfill staffing needs during peak patient census times. This led to expanded labor costs and an increased number of mistakes by caregivers because of fatigue. In response to these problems, healthcare providers started to look for temporary professional help.

Table of Contents

MediStaff believes it is important that temporary healthcare professionals possess the level of training and skills that will enable them to rapidly adapt themselves to a healthcare provider's needs. We plan to ensure the medical professionals we represent are thoroughly screened, credentialed and drug tested. All per diem professionals will be required to have a minimum of one year of work experience and to have successfully completed written tests specific to their area of specialty. We also intend to perform background and work reference checks to confirm the validity of applicants' professional licenses and to screen applicants for criminal activity and drug abuse. We plan to provide potential clients with profiles of possible candidates that include educational background, work experience, skill levels and information regarding the licenses and certifications they hold, including expiration dates.

Distribution Method of Our Services

MediStaff will offer its services to any healthcare provider in the State of Utah. While we have no methods of distribution in place, we believe we will need to focus on the following activities:

Recruitment - Our ability to recruit and retain a pool of talented, motivated and credentialed healthcare professionals is critical to our success. We plan to recruit professionals in a number of ways, including advertising in local media, web site solicitation, direct mail, and referrals obtained directly from clients and other caregivers.

Placement and Monitoring - Our sole officer and director believes that we must establish and maintain relationships with purchasing managers, administrators and chief nursing officers of healthcare institutions. We believe that alliances with healthcare institutions will provide us with better opportunities to place temporary personnel in their facilities. We plan to attract clients through appearances at trade shows, internet marketing and establishing personal contacts with decision-makers at healthcare institutions.

Establish a website – Within the first six months of commencing our planned operations, we will develop a website to market our Company and services. We believe that using the internet for marketing and sales is an important tool to generate brand awareness. We intend to register a domain and develop a website that provides information about our Company and the services we plan to provide.

Industry Background and Competition

For many years, hospitals and other healthcare providers relied on full-time employees working double shifts and overtime to fulfill staffing needs in peak patient census times. This led to increased costs and an increased number of mistakes by caregivers because of fatigue. In response to these problems, healthcare providers started to look for temporary professional help. We believe that the following factors will continue to drive the growth of the temporary healthcare staffing industry:

·	Increased demand for healthcare services resulting from aging baby boomers.

·	Increased demand for specialized nurses and technicians due to the advent of new technologies.

·	The intensifying nursing shortage as fewer individuals have chosen to become nurses and many registered nurses have chosen less demanding positions.

·	Reductions in reimbursement rates and other pressures to manage costs.

We compete with national, regional and local firms for a limited pool of health care professionals and hospital and healthcare facility clients. We compete for per diem professionals based on the quantity, diversity and quality of assignments we have available, as well as the compensation we offer. We compete for hospital and healthcare facility clients on the basis of the quality of our temporary healthcare professionals, the availability of our professionals with the requisite skills, price and the geographic reach of our services. Some of our competitors in the temporary healthcare staffing sector include AMN Healthcare Services, Inc., Cross Country, Inc., Medical Staffing Network, Inc. and RehabCare Group, Inc. In the State of Utah, we expect to compete with Temporary Medical Resources. Traditional staffing companies such as Adecco and Monster.com also provide temporary staffing opportunities for health care professionals.

Table of Contents

Compliance with Government Regulation

We are not aware of any ~~direct~~ governmental regulation; ~~however~~that our planned medical staffing services would be subject to. However, the ~~healthcare~~health care professionals we plan to represent ~~will~~are be required to be adequately licensed and certified under applicable state laws. While we plan to take reasonable steps to ensure the validity and adequacy of licenses and certifications held by each ~~individual~~of the health care professionals we represent, such licensure and certification will not be ~~the~~our sole responsibility ~~of MediStaff~~.

The healthcare industry is subject to extensive and complex federal and state laws and regulations relating to professional licensure, conduct of operations, payment for services and payment for referrals. The extensive and complex laws that apply to our potential hospital and healthcare facility clients, including laws related to Medicare, Medicaid and other federal and state healthcare programs, could indirectly affect the demand or the prices paid for our services. For example, hospital and healthcare facility clients could suffer civil and/or criminal penalties and/or be excluded from participating in Medicare, Medicaid and other healthcare programs if they fail to comply with the laws and regulations applicable to their businesses.

Our business, however, is not directly impacted by or subject to the laws and regulations that generally govern the healthcare industry because we provide services on a contract basis and are paid directly by our healthcare facility customers.

Plan of Operation

Our auditors have issued a going concern opinion. This means ~~that~~our auditors believe there is a substantial doubt ~~that~~ we can continue as an on-going business for the next ~~twelve~~12 months. ~~unless~~Our weauditors’ ~~obtain~~opinion ~~additional~~is ~~capital.~~based ~~This~~on isthe ~~because~~uncertainty weof ~~have~~our ~~not~~ability ~~generated~~to ~~any~~establish ~~revenues~~profitable operations and nofrom ~~revenues~~the ~~are~~fact ~~anticipated~~that ~~until~~ we ~~begin~~have ~~operating~~not ~~activities~~generated any revenues. Accordingly, we must raise ~~proceeds~~cash from sources other than operations to implement our project and begin our operations. If we do not produce sufficient cash flow to support our operations over the next 12 months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. ~~Our~~ ~~only~~We ~~source~~do ~~for~~not ~~cash~~have atany ~~this~~formal ~~time~~or informal agreements to attain such financing. We cannot assure any investor that, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it is ~~investments~~unlikely that our operations will continue and any investment made by ~~others~~an ininvestor ~~the~~would ~~Company’s~~be ~~common~~lost ~~stock~~in its entirety.

As of March 31, 2010 we have sold approximately 154,000 common shares through our registered offering as filed on Form S-1, May 27, 2008 (deemed effective June 10, 2008). Investors must be aware that as of the date of this report there is no market for our common stock. The Company cannot provide any guarantee or assurance a market will ever develop for the common stock. If a market is not developed the result would be a complete loss of any investment made into the Company.

Management believes it has enough cash on hand to maintain its status as a reporting Company for the next three months. As such the Company must raise proceeds within the next three months in order to continue as a going concern and maintain its status as a reporting company for the next twelve months. If the Company is unable to secure additional proceeds within this timeframe the business would likely fail and an investment made into the Company by an investor would be lost in it is entirety.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. MediStaff was incorporated in the State of Nevada on March 13, 2008, and has not conducted any revenue generating operations to date.

MediStaff has raised a total of approximately $15,400 from the sale of its common stock to unrelated parties. As of March 31, 2010, we had a balance (less outstanding checks) of $3,366 in cash with liabilities of $71 in accounts payable. The Company will be required to raise additional funds in order to pay the fees associated with maintaining its status as a reporting company, as defined under the Securities Act of 1934, and fund costs associated with implementing its business strategy; we estimate that this cost will be approximately $15,000. There is no assurance we will receive the required financing to continue as a going concern or raise the required proceeds to complete and implement our business strategies. We have no assurance that future financing will be available to us on acceptable terms in the future. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations and any investment made ~~into~~in the Company would be lost.

MediStaff has nonot ~~plans~~undertaken toany ~~undertake~~ product research and development during the ~~term~~last ~~covered~~two ~~herein~~fiscal years. There are also no plans or expectations to purchase or sell any plant and or significant equipment in the upcoming fiscal year.

Employees

Other than ~~MediStaff’s~~our ~~Director~~sole director and ~~Executive~~executive ~~Officer~~officer, ~~who~~we ishave ~~currently~~no ~~donating~~employees. ~~his~~Our ~~time~~director todoes ~~the~~not ~~development~~have ofan ~~the~~employment ~~Company,~~agreement ~~there~~with ~~are~~us. noWe expect to hire additional staff and employees ofto ~~the~~implement ~~Company~~our business plan. We do not have nopension, ~~intention~~health, toannuity, ~~hire~~insurance, ~~employees~~stock ~~until~~options, ~~the~~profit ~~business~~sharing ~~has~~or ~~been~~similar ~~successfully~~benefit ~~funded~~plans; however, we may adopt such plans in the future.

~~Employment Agreements~~3

~~There~~Table ~~are~~of noContents ~~employment agreements.~~

~~ITEM~~Item 1A. ~~RISK~~Risk ~~FACTORS~~Factors

Not ~~Applicable~~required.

~~ITEM~~Item 1B. ~~UNRESOLVED~~Unresolved ~~STAFF~~Staff ~~COMMENTS~~Comments

Not ~~Applicable~~required.

~~ITEM~~Item 2. ~~PROPERTIES~~Properties

~~MediStaff~~We ~~uses~~do annot ~~administrative~~have ~~office~~any ~~located~~investments at 1780 West 9000 South, Suite 218, West Jordan, Utah 84088. Office space is currently being provided free of charge at this location by our sole Officer and Director. There are currently no proposed programs for the renovation, improvement or ~~development~~interests ~~of the facilities currently~~ in ~~use~~any property.

6Item 3. Legal Proceedings

~~The~~We ~~Company’s~~may ~~management~~occasionally ~~does~~become ~~not~~involved ~~currently~~in ~~have~~various ~~policies~~lawsuits ~~regarding~~and ~~the~~legal ~~acquisition~~proceedings orarising ~~sale~~in the ordinary course of ~~real~~business. ~~estate~~Litigation ~~assets~~is ~~primarily~~subject ~~for~~to ~~possible~~inherent ~~capital~~uncertainties ~~gain~~and an adverse result in these or ~~primarily~~other ~~for~~matters ~~income. The~~that may arise from time to time could have an adverse effect on the Company’s ~~does~~business, financial condition or operating results. We are currently not ~~presently~~aware ~~hold~~of any ~~investments~~such legal or ~~interests~~administrative inproceedings ~~real~~or ~~estate~~claims that will have, ~~investments~~individually or in ~~real~~the ~~estate~~aggregate, ~~mortgages~~a ormaterial ~~securities~~adverse ofeffect oron ~~interests~~the inCompany’s ~~persons~~business, ~~primarily~~financial ~~engaged~~condition inor ~~real~~operating ~~estate activities~~results.

~~ITEM~~Item 34. ~~LEGAL~~(Removed ~~PROCEEDINGS~~and Reserved)

MediStaff is not currently a party to any legal proceedings. There are no known pending legal or administrative proceedings against MediStaff. MediStaff’s agent for service of process in Nevada is: InCorp Services Inc., 3155 East Patrick Lane, Suite 1, Las Vegas, NV 89120 – Telephone (702) 866-25004

~~MediStaff’s~~Table ~~Officers and Director have not been convicted in a criminal proceeding nor been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type~~ of ~~business,~~Contents ~~securities or banking activities.~~

Mr. Byers and Ms. Lima, the Company’s Officers and Director, have not been convicted of violating any federal or state securities or commodities law.

ITEM 4 REMOVED AND RESERVED

PART II

~~ITEM~~Item 5. ~~MARKET~~Market ~~FOR~~for ~~REGISTRANT'S~~Registrant’s ~~COMMON~~Common ~~EQUITY~~Equity, ~~RELATED~~Related ~~STOCKHOLDER~~Stockholder ~~MATTERS~~Matters ~~AND~~and ~~ISSUER~~Issuer ~~PURCHASES~~Purchases OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities

AsOur ofcommon ~~date~~stock, ofpar ~~this~~value ~~10K~~$0.001 per share, qualified for quotation on the ~~Company~~OTC ~~has~~Bulletin 5Board on May 10,~~429~~ 2010,~~016~~ ~~common~~under ~~shares~~the ~~issued~~symbol ~~and outstanding~~“MSIF. We” ~~are~~As ~~authorized~~of toMarch ~~issue~~31, 752011,~~000,000~~ no trades of our common ~~shares~~stock have occurred through the facilities of the OTC Bulletin Board.

~~Sales~~As of ~~Unregistered Securities. On~~ March 1731, ~~2008~~2011, ~~the~~there ~~Company~~were ~~issued~~approximately ~~5,000,000~~46 ~~shares~~holders of ~~common~~record ~~stock to its sole officer and director at $0.005 per share for total cash~~ of ~~$25,000.~~our ~~In addition, the Company issued on the same day, 275,016 shares of~~ common stock ~~to a consultant at $0~~.005 per share as prepayment for $1,375 in future services. The Company relied on Section 4(2) of the Securities Act as its exemption from registration when it issued the shares of common stock. All initial stockholders agreed to hold the shares for investment purposes only and to transfer such shares only in a registered offering or in reliance upon an exemption therefrom.

~~Sales~~We ofhave ~~Registered~~not ~~Securities. On~~declared ~~various~~any ~~dates~~cash ~~throughout~~dividends ~~the~~nor ~~year~~do ~~ended~~we ~~March~~intend ~~31,~~to ~~2010~~pay ~~the~~dividends ~~Company~~in ~~issued~~the ~~154,000~~foreseeable ~~shares~~future; ~~of common stock at $.10 per share for total cash of $15~~instead,~~400. The~~ ~~stock~~we ~~was~~plan ~~issued pursuant~~ to areinvest ~~public~~earnings, ~~offering~~if onany, ~~Form~~in ~~S-1~~our ~~filed~~business ~~with the SEC on May 27, 2008~~operations.

~~Issuer~~As ~~Purchases~~ of ~~Equity~~March ~~Securities. None~~31, ~~during~~2011, ~~the~~we ~~Fiscal~~have ~~Year~~no formal equity compensation plan in effect nor have we granted any equity-based compensation awards.

~~Dividends~~Item 6. We ~~did~~Selected ~~not~~Financial ~~declare or pay dividends during the Fiscal Year and do not anticipate declaring or paying dividends in fiscal year 2010.~~Data

Not required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

Company History

MediStaff Corporation was incorporated in the State of Nevada on March 13, 2008. We are a development stage medical staffing company. We intend to provide medical staffing services to hospitals, teaching facilities, clinics, nursing homes and corporations. We have not yet commenced operations and are evaluating business opportunities, which may include a change in control of the Company or business combination with an operating company. Our principal offices are located at 2360 Corporate Circle, Suite 400, Henderson, NV 89074. Our telephone number is (702) 866-2500.

Our auditors have issued a going concern opinion. This means our auditors believe there is substantial doubt we can continue as an on-going business for the next 12 months. Our auditors’ opinion is based on the uncertainty of our ability to establish profitable operations and from the fact that we have not generated any revenues. Accordingly, we must raise cash from sources other than operations. We must raise cash to implement our project and begin our operations. If we do not produce sufficient cash flow to support our operations over the next 12 months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.

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Pursuant to a Majority Stock Purchase Agreement (“MSPA”) dated September 17, 2010, the Company’s former majority stockholder and officer sold an individual 5,000,000 shares of the Company’s common stock for $40,000; the former majority stockholder assumed any and all liabilities and obligations of Medistaff that existed prior to closing of the stock purchase. Pursuant to the terms of the MSPA and effective as of the closing of the transactions contemplated by the MSPA, the new shareholder owns 5,000,000 shares of the Company’s common stock out of 5,429,016 shares issued and outstanding, or 92.10%.

Business Development

To date, our business activities have been limited to organizational matters including the preparation and filing of our registration statement, maintaining our reporting requirements and researching potential healthcare organizations within the State of Utah that would benefit from our medical staffing services. We plan to target our medical staffing services to five general groups:

·	Hospitals;
·	Teaching Facilities;
·	Clinics;
·	Nursing Homes; and
·	Corporations.

As of the date of this report we have sold 154,000 shares of our common stock at $0.10 per share in our registered offering, filed on Form S-1 on May 27, 2008, and declared effective by the Securities and Exchange Commission on June 10, 2007, to the public for $14,900 (net of $500 in offering costs). This offering is now closed and there will be no additional shares of our common stock sold through this offering in the future. On May 10, 2010, our common stock qualified for quotation on the Over-the-Counter Bulletin Board (OTCBB) under the ticker symbol “MSIF,” but no market currently exists. Moreover, we cannot provide any assurance that a market will ever develop for our common stock in the future.

Results of Operations from Inception through March 31, 2011

We have not earned any revenues from our incorporation on March 13, 2008, to March 31, 2011. We do not anticipate earning revenues unless we are able to implement our business plan. We have not yet commenced our business operations and there can be no assurance that if we are able to commence our operations that we will generate any revenues.

We have incurred operating expenses of $53,100 for the period from our inception on March 13, 2008, to March 31, 2011.

We have not attained profitable operations that depend upon obtaining financing to commence operations. For these reasons our auditors believe that there is substantial doubt we will be able to continue as a going concern.

Liquidity and Capital Resources

As of March 31, 2011, we had total cash of $0; our current liabilities were $11,822. We have a cumulative net loss of $53,097 since inception. We have not generated any revenues and we cannot provide any assurance that we will ever generate revenues in the future.

We are currently dependent upon raising proceeds in order to continue as a going concern. Management estimates it will require approximately $20,000 to cover the costs of maintaining our status as a reporting company for the next twelve months. These funds would be utilized for accounting, bookkeeping, legal and filing fees. If the Company fails to maintain its status as a reporting company with the SEC, our common stock will not be eligible for quotation on the OTCBB. Management believes this would have a material negative impact on the Company’s ability to develop and would likely result in business failure. There can be no guarantee or assurance that the Company will be able to secure adequate financing and failure to do so would likely result in a complete loss of any investment made in the Company.

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Research and Development

The Company has not incurred any expense for research and development since inception and does not anticipate any costs or expenses to be incurred for research and development within the next twelve months.

The Company does not plan any purchase of significant equipment in the next twelve months.

Employees

There are no employees of the Company, excluding its current Officer. The Company does not anticipate hiring any additional employees within the next three months.

Principal Offices

Our principal offices are located at 2360 Corporate Circle, Suite 400, Henderson NV 89074. Our telephone number is (702) 866-2500. MediStaff’s management does not currently have policies regarding the acquisition or sale of real estate assets for possible capital gain or for income. MediStaff does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Critical Accounting Policies

In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. This update amends Accounting Standards Codification (ASC) Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The adoption of this ASU will not have a material impact on the Company’s financial statements.

In December 2010, FASB issued ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company intends to adopt the disclosure requirements for any business combinations in 2011 and thereafter.

~~ITEM~~Table 6of ~~SELECTED~~Contents ~~FINANCIAL DATA~~

~~Summary~~In January 2010, FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This update provides amendments to ASC Topic 820 that will provide more robust disclosures about (1) the different classes of ~~Financial~~assets ~~Data~~and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. This standard is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU will not have a material impact on the Company’s financial statements.

	As of March 31, 2010
Revenues	$	0
Operating Expenses	$	(37,980	)
Earnings (Loss)	$	(37,980	)
Total Assets	$	3,366
Liabilities	$	71
Stockholder’s Equity	$	3,295

In January 2010, FASB issued ASU No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. The update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected prospectively in earnings per share and is not considered a stock dividend for purposes of ASC Topic 505 and Topic 260, Earnings Per Share. This standard is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this standard did not have a material impact to the Company’s financial position or results of operations.

~~ITEM~~Off-Balance 7Sheet ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Arrangements

~~The~~As ~~following~~of ~~discussion~~the isdate ~~intended~~of tothis ~~assist~~Annual inReport, the ~~understanding~~Company ~~and~~does ~~assessment~~not ofhave ~~significant~~any ~~changes~~off-balance ~~and~~sheet ~~trends~~arrangements ~~related~~that tohave ~~the~~or ~~results~~are ofreasonably ~~operations~~likely ~~and~~to ~~financial~~have ~~condition~~a ofcurrent ~~MediStaff.~~or ~~This~~future ~~discussion~~effect ~~and~~on ~~analysis~~the ~~should~~Company's befinancial ~~read~~condition, changes in ~~conjunction with our~~ financial ~~statements~~condition, ~~and~~revenues ~~notes~~or ~~thereto~~expenses, ~~included~~results ~~elsewhere~~of inoperations, ~~this~~liquidity, ~~Annual~~capital ~~Report~~expenditures onor ~~Form 10-K~~capital ~~for~~resources ~~the~~that ~~fiscal~~are ~~year~~material ~~ended~~to ~~March 31, 2010~~investors.

~~Cautionary~~The ~~Statement~~term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

~~This~~Item ~~notice is intended to take advantage of the "safe harbor" provided by the Private Securities Litigation Reform Act of 1995 with respect to forward-looking statements~~7A. ~~Except~~Quantitative ~~for the historical information contained herein, the matters discussed should be considered forward-looking statements~~ and ~~readers~~Qualitative ~~are~~Disclosures ~~cautioned~~about ~~not~~Market to place undue reliance on those statements. The forward-looking statements in this discussion are made based on information available as of the date hereof and are subject to a number of risks and uncertainties that could cause the Company's actual results and financial position to differ materially from those expressed or implied in the forward-looking statements and to be below the expectations of public market analysts and investors. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by applicable laws and regulations.Risk

Not required.

Item 8. Financial Statements and Supplementary Data

The information required for this Item is included in this Annual Report on Form 10-K on pages F-1 through F-11, inclusive, and is incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

~~Critical~~Table ~~Accounting~~of ~~Policies~~Contents

InItem June 2009, the Financial Accounting Standards Board (FASB) issued a standard that established the FASB Accounting Standards Codification ™ (ASC) and amended the hierarchy of generally accepted accounting principles (GAAP) such that the ASC became the single source of authoritative nongovernmental U9A.S. ~~GAAP.~~Controls The ASC did not change current U.S. GAAP, but was intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All previously existing accounting standard documents were superseded and all other accounting literature not included in the ASC is considered non-authoritative. New accounting standards issued subsequent to June 30, 2009 are communicated by the FASB through Accounting Standards Updates (ASUs). For the Company, the ASC was effective July 1, 2009. This standard did not have an impact on the Company’s results of operations or financial condition. However, throughout the notes to the financial statements references that were previously made to various former authoritative U.S. GAAP pronouncements have been changed to coincide with the appropriate section of the ASC.Procedures

InDisclosure ~~April~~Controls ~~2009, the FASB issued an accounting standard which provides guidance on (1) estimating the fair value of an asset or liability when the volume~~ and level of activity for the asset or liability have significantly declined and (2) identifying transactions that are not orderly. The standard also amended certain disclosure provisions for fair value measurements and disclosures in ASC 820 to require, among other things, disclosures in interim periods of the inputs and valuation techniques used to measure fair value as well as disclosure of the hierarchy of the source of underlying fair value information on a disaggregated basis by specific major category of investment. For the Company, this standard was effective prospectively beginning April 1, 2009. The adoption of this standard did not have a material impact on the Company‘s results of operations or financial condition.Procedures

InWe ~~May~~carried ~~2009~~out an evaluation, under the ~~FASB~~supervision ~~issued~~and awith ~~new~~the ~~accounting~~participation ~~standard~~of ~~regarding~~our ~~subsequent~~Chief ~~events.~~Executive ~~This~~Officer ~~standard~~(“CEO”), ~~incorporates~~who ~~into~~is ~~authoritative~~also ~~accounting~~our ~~literature~~Chief ~~certain~~Financial ~~guidance~~Officer ~~that~~(“CFO”), ~~already~~the ~~existed~~Company’s ~~within~~principal ~~generally~~executive ~~accepted~~officer ~~auditing~~and ~~standards~~principal financial officer, ~~with~~of the ~~requirements~~design ~~concerning recognition~~ and ~~disclosure~~effectiveness of ~~subsequent~~our ~~events~~“disclosure ~~remaining~~controls ~~essentially~~and ~~unchanged.~~procedures” ~~This~~(as ~~guidance~~defined ~~addresses~~under ~~events~~Rules ~~which~~13a-15(e) ~~occur~~and ~~after~~15d-15(e) of the ~~balance~~Securities ~~sheet~~Exchange ~~date~~Act ~~but~~of ~~before~~1934) as of the ~~issuance~~end of ~~financial~~the ~~statements.~~period ~~Under~~covered ~~the~~by ~~new~~this ~~standard,~~report. asBased ~~under~~on ~~previous~~this ~~practice~~evaluation, anour ~~entity~~CEO/CFO ~~must~~concluded ~~record~~that as of the ~~effects~~end of ~~subsequent~~the ~~events~~period ~~that~~covered ~~provide~~by ~~evidence~~this ~~about~~report; ~~conditions~~these ~~that~~disclosure ~~existed~~controls atand ~~the~~procedures ~~balance~~were ~~sheet~~not ~~date~~effective. ~~and~~The ~~must~~conclusion ~~disclose~~that ~~but~~our disclosure controls and procedures were not ~~record~~effective was due to the ~~effects~~presence of ~~subsequent~~the ~~events~~following material weaknesses in disclosure controls and procedures which ~~provide~~are ~~evidence~~indicative ~~about~~of ~~conditions~~many ~~that~~small ~~did~~companies ~~not~~with ~~exist~~small atstaff: (i) inadequate segregation of duties and effective risk assessment as the ~~balance~~Company ~~sheet~~had ~~date.~~only ~~This~~one ~~standard~~officer ~~added~~and nodirector; ~~additional~~(ii) ~~required~~insufficient ~~disclosure~~written ~~relative~~policies and procedures for accounting and financial reporting with respect to the ~~date~~requirements ~~through~~and ~~which~~application ~~subsequent~~of ~~events~~both ~~have~~US ~~been~~GAAP ~~evaluated~~and SEC Guidelines; (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistleblower policy. ~~For~~Our ~~the~~CEO/CFO ~~Company,~~plans ~~this~~to ~~standard~~implement ~~was~~appropriate ~~effective~~disclosure ~~beginning~~controls ~~July~~and 1procedures to remediate these material weaknesses, ~~2009~~including (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.

~~Executive~~Internal ~~Overview~~Control over Financial Reporting

~~This~~Our ~~past~~principal ~~year~~executive ~~the~~officer ~~focus~~and ofprincipal ~~the~~financial ~~Company~~officer, ~~was~~positions ~~primarily~~held oncurrently ~~selling~~by ~~common~~the ~~stock~~same ~~via~~officer, ~~the~~are ~~registration~~responsible ~~statement~~for establishing and ~~applying~~maintaining ~~for~~adequate ~~quotation~~internal ofcontrol ~~the~~over ~~Company’s~~financial ~~common~~reporting ~~stock~~(as ondefined ~~the~~in ~~Over~~Rule 13a-~~the~~15(f) ~~Counter~~and ~~Bulletin~~Rule ~~Board~~ 15d-15(~~OTCBB~~f) under the Exchange Act) for the Company. As of ~~March~~the ~~31,~~end ~~2010~~of ~~there~~the isperiod nocovered ~~market~~by ~~for~~this report, our officer assessed the ~~Company’s~~effectiveness ~~common~~of ~~stock~~our ~~and~~internal ~~there~~control ~~can~~over befinancial noreporting ~~assurance~~based ~~that~~on athe ~~market~~criteria ~~will~~for ~~ever~~effective ~~develop~~internal control over financial reporting established in the ~~future. For~~“Internal ~~the~~Control-Integrated ~~next~~Framework” ~~year~~issued weby ~~plan~~the toCommittee ~~continue~~of ~~our~~Sponsoring ~~research~~Organizations of ~~potential~~the ~~healthcare~~Treadway ~~organizations~~Commission, ~~within~~or ~~the~~COSO. ~~State~~Based ofon ~~Utah~~that ~~who~~evaluation, ~~would~~our ~~benefit~~officer ~~from~~concluded ~~our~~that, ~~personnel~~during ~~staffing~~the ~~services~~period covered by this report, such internal controls and ~~attempt~~procedures were not effective to ~~raise~~detect ~~additional~~the ~~capital. If~~inappropriate weapplication ~~are~~of ~~unable~~US toGAAP ~~raise~~rules ~~additional~~because ~~capital~~of deficiencies that existed in the design or operation of our ~~business~~internal ~~will~~control ~~fail~~over ~~and~~financial ~~any~~reporting, ~~investment~~which ~~made~~adversely ~~would~~affected our internal controls. These deficiencies, which may be ~~lost~~considered into ~~its~~be ~~entirety.~~material weaknesses, were:

	·	Our lack of a functioning audit committee and independent directors on our Board of Directors;
	·	Our inadequate segregation of duties consistent with internal control objectives;

	·	We have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and
	·	Our lack of effective controls over period-end financial disclosure and reporting processes.

Our officer believes that the material weaknesses identified above did not have an effect on our financial results, but that the lack of a functioning audit committee and independent directors did result in ineffective oversight of the establishment and monitoring of required internal controls and procedures. Accordingly, as part of our commitment to improve our financial organization, we plan to remedy these material weaknesses when funds allow by: (i) appointing one or more independent directors to our Board of Directors and establishing an audit committee with such independent directors to undertake the oversight in the establishment and monitoring of required internal controls and procedures; (ii) implementing appropriate written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements and to address the lack of effective controls over period-end financial disclosure and reporting processes; and (iii) appointing and hiring additional qualified personnel to address the inadequate segregation of duties and to provide additional checks and balances within the Company.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Shareholder~~Table ~~Transaction~~of Contents

~~Company~~Our ~~issued~~management ~~154,000~~will ~~shares~~continue to monitor and evaluate the effectiveness of ~~common~~our ~~stock~~disclosure atcontrols ~~$.10~~and ~~per~~procedures ~~share~~and ~~for~~our ~~total~~internal ~~cash~~control ofover ~~$15,400.~~financial ~~The~~reporting ~~stock~~on ~~was~~an ~~issued~~ongoing ~~pursuant~~basis and remains committed to ataking ~~public~~further ~~offering~~action onand ~~Form~~implementing ~~S-1~~additional ~~filed~~enhancements ~~with~~or ~~the~~improvements ~~SEC~~as onnecessary ~~May~~and ~~27,~~as ~~2008~~funds allow.

·As ~~The~~a ~~size~~“smaller ofreporting ~~the~~company” ~~Company's~~and ~~Board~~pursuant to Item 308(a)(4) of ~~Directors~~Regulation ~~was~~S-K, ~~determined~~this toAnnual beReport ~~one;~~does ~~and~~not ·include ~~Mr.~~an ~~Byers~~attestation ~~was~~report ~~elected~~of asour ~~the~~independent ~~sole~~registered ~~member~~public ofaccounting ~~the~~firm ~~Board~~regarding ofinternal ~~Directors~~control over financial reporting.

~~Fiscal~~Item ~~Year~~9B. ~~ending~~Other ~~March 31, 2010~~Information

Revenue. The Company has not generated any revenues. As of March 31, 2010 the only proceeds received by the Company have been approximately $9,800 through the sale of its common stock.

Liquidity and Capital Resources

We will require significant amounts of working capital to begin our proposed medical staffing business and to pay expenses relating to maintaining the status of a reporting company including legal, accounting and filing fees. We currently have $3,366 of cash available. We must raise additional proceeds of $15,000 over the course of the next twelve months in order to cover expenses related to maintaining our status as a reporting company (legal, auditing, and filing fees).

There is no assurance we will receive the required financing to complete our business strategies. Even if we are successful in raising proceeds from the offering we have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then any it would be likely that any investment made into the Company would be lost in its entirety.

Off-Balance Sheet Arrangements

None.

~~Contractual~~PART ~~Obligations~~III

~~None~~Item 10. Directors, Executive Officers and Corporate Governance

~~ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Management

~~There~~Our ~~currently~~sole ~~is no~~director ~~market~~serves ~~for~~until ~~our~~his ~~common~~successor ~~stock~~is elected and qualified. We doOur ~~not~~sole ~~currently~~officer ~~hold~~is ~~any~~elected ~~market~~by ~~risk~~the ~~sensitive~~Board ~~instruments~~of ~~entered~~Directors ~~into~~to ~~for~~a ~~hedging~~term ~~transaction~~of ~~risks~~one ~~related~~year toand ~~foreign~~serves ~~currencies.~~until Inhis ~~addition~~successor is duly elected and qualified, weor ~~have~~until ~~not~~he ~~entered~~is ~~into~~removed ~~any~~from ~~transactions~~office. ~~with~~We ~~derivative~~do ~~financial~~not ~~instruments~~have ~~for~~an ~~trading~~audit ~~purposes~~committee, compensation committee or nominating committee.

~~ITEM~~Mr. 8John ~~FINANCIAL~~Wang, ~~STATEMENTS~~age ~~AND~~35, ~~SUPPLEMENTARY~~serves ~~DATA~~currently as our sole director and President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. Mr. Wang has held his position with us since September 17, 2010. Mr. Wang was an independent investment consultant experienced at advising start-up companies with implementing business plans and raising capital since 2005. From 2004 to 2005, Mr. Wang was an investment associate for Xian Zhongmao Real Estate Ltd. From 2001 to 2003, Mr. Wang provided strategic corporate advisory services and managed capital financing as an investment associate for Yanzhao Investment Management Ltd. Mr. Wang received his MBA from Xi’an Jiaotong University in 2004 and bachelor’s in English from Shaanxi University of Science & Technology in 1998.

~~Our~~There ~~financial~~were ~~statements~~no ~~appear~~arrangements ~~beginning~~or onunderstandings ~~page~~between ~~F-1~~Mr. Wang and any other persons pursuant to which Mr. Wang was elected as director or officer, ~~immediately~~nor ~~following~~are there any transactions between Mr. Wang and us in which he has a direct or indirect material interest that we are required to report pursuant to the ~~signature~~rules ~~page~~and regulations of ~~this~~the ~~report~~SEC. There are no family relationships between Mr. Wang and any director, officer or key personnel.

Involvement in certain legal proceedings

During the past ten years, none of the Company’s directors and executive officers has been:

	·	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	·	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	·	subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
	·	found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated;
	·	subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	·	subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~ITEM~~Table 9of ~~CHANGES~~Contents ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

~~None~~No director, officer or affiliate of the Company, or any beneficial owner of 5% or more of the Company’s common stock, or any associate of such persons, is an adverse party in any material proceeding to, or has a material interest adverse to, the Company or any of its subsidiaries.

~~ITEM~~Section 9A16(a) ~~CONTROLS~~Beneficial ~~AND~~Ownership ~~PROCEDURES~~Reporting Compliance

WeSection ~~carried~~16(a) ~~out~~of ~~an evaluation, under~~ the ~~supervision~~Exchange ~~and~~Act ~~with~~requires ~~the~~our ~~participation~~executive ofofficers ~~management,~~and ~~including~~directors ~~the~~and ~~Chief~~persons ~~Executive~~who ~~Officer,~~own ~~Chief~~more ~~Financial~~than ~~Officer,~~10% ~~Chief~~of ~~Accounting~~our ~~Officer~~common ~~and~~stock ~~Director~~to offile ~~the~~reports ~~effectiveness~~regarding ownership of, ~~the design~~ and ~~operation~~transactions ofin, our ~~"disclosure~~securities ~~controls~~with ~~and~~the ~~procedures"~~SEC ~~(as defined under Rules 13a - 15(e)~~ and ~~15d -15(e)~~to ~~under~~provide ~~the~~us ~~Securities~~with ~~Exchange~~copies ~~Act~~ of ~~1934~~those ~~as amended)~~filings. ~~Our~~ ~~registration~~Based ~~statement~~solely ~~filed~~ on ~~Form~~our ~~S-1~~review ~~became~~of ~~effective~~such onfilings ~~May~~(and ~~27,~~any ~~2008;~~amendments asthereof) ~~such,~~received weby ~~are~~us ~~subject~~and toon the ~~requirements~~written ~~under~~representations ~~the Securities Exchange Act~~ of ~~1934.~~certain ~~This~~reporting ~~annual~~persons, ~~report~~we ~~does~~believe ~~not~~that ~~include~~during ~~an attestation report of~~ our ~~registered~~fiscal ~~public~~year ~~accounting~~ended ~~firm~~March ~~regarding~~31, ~~internal~~2011, ~~control~~the ~~over~~following ~~financial~~ reporting ~~pursuant~~person tofailed ~~temporary rules of the Securities and Exchange Commission that do not require us~~ to ~~provide~~file ~~the~~such ~~attestation~~reports ~~report~~on ina ~~this~~timely ~~annual report.~~basis:

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of March 31, 2010, the end of the period covered by this annual report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this annual report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our President, to allow timely decisions regarding required disclosure.

Name and principal position

Number of

late reports

Transactions not timely reported

Known failures to file a required form

Dale Byers, former President and Director(1)

~~Our~~(1) ~~management,~~Dale ~~including our Chief Executive Officer~~Byers, ~~does not expect that~~ our ~~disclosure~~former ~~controls and procedures will prevent all error and all fraud. A control system~~President, noChief ~~matter~~Executive ~~how well designed and operated~~Officer, ~~can~~Chief ~~provide~~Financial ~~only reasonable~~Officer, ~~not~~Treasurer ~~absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints,~~ and ~~the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems~~director, noresigned ~~evaluation~~from ~~of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include~~ the ~~realities~~Company ~~that~~on ~~judgments~~September ~~in decision-making can be faulty~~17, ~~and that breakdowns can occur because of simple error or mistake~~2010. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

AsCode of the evaluation date, our Chief Executive Officer concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management, including the President, to allow timely decisions regarding required disclosure.Ethics

~~Based~~We onhave ~~this~~adopted ~~evaluation,~~a ~~the~~Code ~~Chief~~of ~~Executive~~Ethics ~~Officer~~for ~~and~~management ~~Chief~~relating ~~Financial~~to ~~Officer~~financial ~~concluded~~disclosures ~~that,~~and asfilings ofrelated ~~March 31,~~to ~~2010~~future ~~(the~~reporting ~~end~~requirements as of ~~the~~May ~~period~~27, ~~covered~~2008, bya ~~this~~copy ~~report)~~of ~~the~~which ~~Company’s internal control over financial reporting~~ is ~~materially~~included ~~weak~~as ~~due~~an exhibit to ~~the~~this ~~lack~~Annual ofReport ~~segregation~~on ofForm ~~duties~~10-K.

Corporate Governance

We currently have no standing audit, compensation or nominating committees or committees performing similar functions, nor do we have written audit, compensation or nominating committee charters. Our director believes it unnecessary to have such committees at this time because we have only one director and the Board of Directors can perform the functions of such committees adequately.

We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature until our business operations develop to a more advanced level. We currently do not have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our director at the address on the cover of this report.

Item 11. Executive Compensation

As a “smaller reporting company,” we have elected to follow the scaled disclosure requirements for smaller reporting companies with respect to the disclosures required by Item 402 of Regulation S-K. Under the scaled disclosure obligations, we are not required to provide a Compensation Discussion and Analysis, Compensation Committee Report and certain other tabular and narrative disclosures relating to executive compensation.

~~This~~Table ~~is based upon the fact that there is currently only one Officer and Director~~ of ~~the~~Contents Company. If and when the Company begins to grow and develop its business plan the Company plans to add additional independence to its accounting methods and procedures, although at this time management has no specific plan regarding this matter.

ITEM 9B OTHER INFORMATION

None.

PART III

ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

MediStaff executive officers and director and their respective ages as of March 31, 2010 are as follows:

Directors:

	Name of Officer		Age
	Dale Byers		34

Executive Officers:

Name of Officer	Age	Office
Dale Byers	34	President, Chief Financial Officer
Marli das Mercês Ferreira Lima	43	Corporate Secretary

The term of office for each director is one year, or until the next annual meeting of the shareholders.

Biographical Information

Set forth below is a brief description of the background and business experience of our executive officer and director for the past year.

Dale Byers, President, Member of the Board of Directors: Since 2001, Mr. Byers has purchased and successfully operated three businesses including a large child care center, a document conversion firm and a paramedical company. He purchased these companies with the intent of using his management and marketing skills to grow their revenues and profits to build value and then to sell them for an optimal gain. He sold the child care center in 2005 and the document conversion firm in 2007. Mr. Byers currently owns and operates MyParamed, a paramedical company, which he purchased in 2005. MyParamed uses a network of qualified medical professionals, phlebotomists and nurses, to perform exams across the country for a variety of purposes, including life insurance applications, wellness programs and DNA testing.

Mr. Byers will be able to spend up to 10 hours per week on the development of MediStaff at no cost to the Company.

Marli das Mercês Ferreira Lima, Corporate Secretary: Ms. Lima currently is engaged in general administrative services. For a period of approximately fifteen years (1990-2005) Lima worked as an in Home Care Provider, assisting elderly in Brazil.

MediStaff’s Officers and Director have not been involved, during the past five years, in any bankruptcy proceeding, conviction or criminal proceedings; has not been subject to any order, judgment, or decree, not subsequently reversed or suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and has not been found by a court of competent jurisdiction, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

ITEM 11 EXECUTIVE COMPENSATION

Summary Compensation Table

Name and principal position	Fiscal Year	Salary	Bonus	Other annual compensation	Restricted stock award(s)	Securities underlying options/ SARs	LTIP payouts	All other compensation
Dale Byers Director, President	2008	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0
Marli Lima Secretary	2009	0	0	0	0	0	0	0

The following table sets forth information concerning the compensation for the fiscal years ended March 31, 2011, and 2010, of our executive officers.

There has been no cash payment paid to the executive officer for services rendered in all capacities to us for the period ended March 31, 2010. There has been no compensation awarded to, earned by, or paid to the executive officer by any person for services rendered in all capacities to us for the fiscal period ended March 31, 2010. No compensation is anticipated within the next six months to any officer or director of the Company.

Summary Compensation Table
Name and Principal Position	Fiscal Year Ended	Salary		Bonus		Stock Awards		Option Awards		Nonequity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
		($)		($)		($)		($)		($)		($)		($)		($)
John Wang	2011(1)		0		0		0		0		0		0		0		0
Director, President	2010		0		0		0		0		0		0		0		0
Dale Byers	2011(2)		0		0		0		0		0		0		0		0
Former Director and President	2010		0		0		0		0		0		0		0		0

~~Stock~~(1) ~~Option~~John ~~Grants~~Wang, our current President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, was appointed to such offices on September 17, 2010.

~~MediStaff~~(2) ~~did~~Dale ~~not~~Byers, ~~grant~~our ~~any~~former ~~stock~~President, ~~options~~Chief toExecutive ~~the~~Officer, ~~executive~~Chief ~~officer~~Financial ~~during~~Officer ~~the~~and ~~most~~Treasurer, ~~recent~~resigned ~~fiscal~~from ~~period~~such ~~ended~~offices ~~March~~on 31September 17, 2010. ~~MediStaff has also not granted any stock options to the executive officer of the Company.~~

Narrative Disclosure to Summary Compensation Table

We have not nor plan to pay any salaries at this time, and we will not begin paying salaries until we have adequate funds to do so. We have not entered into any employment agreements with our officers. We do not have any existing arrangements providing for payments or benefits in connection with the resignation, retirement or other termination of our officers, or a change in control of the Company or a change in the officers’ responsibilities following a change in control. We have no equity incentive plan.

Outstanding Equity Awards at Fiscal Year-End

As of March 31, 2011, we have no formal equity compensation plan in effect nor have we granted any equity-based awards.

Compensation of Directors

As of March 31, 2011, none of our directors has received any compensation from us for serving as our director, nor do we have any plans to compensate our directors until we have adequate funds to do so.

Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information as of June 24, 2011, regarding the number of shares of common stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding common stock, (ii) each of our named executive officers, (iii) each of our directors and (iv) all of our named executive officers and directors as a group. The amounts and percentages of common stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of common stock. As of June 24, 2011, there were 5,429,016 shares of our common stock issued and outstanding.

Name of beneficial owner	Number of shares		Percent of class
John Wang, President and Director		5,000,000		92.1	%
All Directors and Officers as a Group (1 Person)		5,000,000		92.1	%

We are not aware of any arrangements that could result in a change in control of the Company.

As of March 31, 2011, we have no formal equity compensation plan in effect nor have we granted any equity-based awards.

Item 13. Certain Relationships and Related Transactions, and Director Independence

There were no transactions with any related persons (as that term is defined in Item 404 in Regulation S-K) during our last two fiscal years, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years and in which any related person had or has a direct or indirect material interest.

Our current and former directors are not deemed independent for the purposes of the listed company standards of The NASDAQ Stock Market LLC currently in effect and approved by the SEC and all applicable rules and regulations of the SEC.

Item 14. Principal Accounting Fees and Services

Our Board of Directors has selected Goldman Kurland and Mohidin, LLP (“GKM”) as the independent registered public accounting firm to audit our books and accounts for the fiscal year ending March 31, 2011. GKM has served as our independent accountant since September 17, 2010. Prior to September 17, 2010, we had engaged Child, Van Wagoner & Bradshaw, PLLC (“CVB”) as our independent accountant since March 13, 2008 (inception). The aggregate fees billed for the last two fiscal years ended March 31, 2011 and 2010, for professional services rendered by GKM and CVB were as follows:

	Year ended March 31, 2011				Year ended March 31, 2010
	GKM		CVB		GKM		CVB
Audit Fees	$	3,000	$	5,500	$	-	$	8,500
Audit-Related Fees		0		0		-		0
Tax Fees		0		0		-		0
All Other Fees		0		0		-		0

~~ITEM~~Table 12of ~~SECURITY~~Contents ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

~~The~~In ~~following~~the above table, ~~provides~~“audit ~~the~~fees” ~~names~~are ~~and~~fees ~~addresses~~billed offor ~~each~~services ~~person~~provided ~~known~~related to ~~MediStaff~~the toaudit ~~own~~of ~~more~~our ~~than~~annual 5%financial statements, quarterly reviews of ~~the~~our ~~outstanding~~interim ~~common~~financial ~~stock~~statements asand ofservices ~~March~~normally ~~31,~~provided ~~2010~~by the independent accountant in connection with statutory and regulatory filings or engagements for those fiscal periods. “Audit-related fees” are fees not included in audit fees that are billed by the ~~officers~~independent ~~and~~accountant ~~director,~~for ~~individually~~assurance and asrelated aservices ~~group~~that are reasonably related to the performance of the audit or review of our financial statements. ~~Except~~“Tax asfees” ~~otherwise~~are ~~indicated~~fees billed by the independent accountant for professional services rendered for tax compliance, ~~all~~tax ~~shares~~advice and tax planning. “All other fees” are ~~owned~~fees ~~directly~~billed by the independent accountant for products and services not included in the foregoing categories.

Title of class		Name and address of beneficial owner		Amount of beneficial ownership		Percent of class
Common Stock		Dale Byers 1780 West 9000 South, Suite 218, West Jordan, Utah 84088		5,000,000 shares		92.1%

Our Board of Directors pre-approves all services provided by our independent accountants. Our Board of Directors reviewed and approved all of the above services and fees.

The percent of class is based on 5,429,016 shares of common stock issued and outstanding as of March 31, 2010.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the Fiscal Year, there were no material transactions between the Company and any Officers, Director or related party, none of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

-The sole Officer and Director;

-Any person proposed as a nominee for election as a director;

-Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;

-Any relative or spouse of any of the foregoing persons who have the same house as such person.

Any future transactions between us and our Officers, Directors, and Affiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of our Board of Directors.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

As of March 31, 2009 the Company has incurred auditing expenses of approximately $8,500.

PART IV

~~ITEM~~Item 15. ~~EXHIBITS~~Exhibits, ~~AND~~Financial ~~FINANCIAL~~Statement ~~STATEMENT SCHEDULES~~Schedules

~~(a)~~ The following documents ~~have~~are ~~been~~ filed as a part of or are included in this Annual Report on Form 10-K.:

1. Financial statements listed in the Index to Financial Statements, filed as part of this Annual Report on Form 10-K; and

		Page
Report of Independent Registered Accounting Firm		F-1
Balance Sheets		F-2
Statements of Operations		F-3
Statement of Changes in Stockholders’ Equity		F-4
Statements of Cash Flows		F-5
Notes to the Audited Financial Statements		F-6-12

2.	Exhibits listed in the Exhibit Index filed as part of this Annual Report on Form 10-K.

~~2. Financial Statement Schedules.~~14

~~All~~Table ~~schedules~~of ~~are~~Contents ~~omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.~~

3.INDEX ~~Exhibits.~~TO FINANCIAL STATEMENTS

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:

		Page
Reports of Independent Registered Public Accounting Firms		F-1
Balance Sheets as of March 31, 2011 and 2010		F-4
Statements of Operations for the years ended March 31, 2011 and 2010		F-5
Statements of Stockholders’ Equity (Deficit) for the years ended March 31, 2011 and 2010		F-6
Statements of Cash Flows for the years ended March 31, 2011 and 2010		F-7
Notes to Financial Statements		F-8

EXHIBIT

NUMBER DESCRIPTION

31.1 8650 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

32.1 4700 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDISTAFF CORPORATION
	By:	/s/ DALE BYERS
		DALE BYERS
		President
		Chief Executive Officer
		Chief Financial Officer
		Chief Accounting Officer
		Director
		Date: June 23, 2010

F-1

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Balance Sheets
	March 31,
	2010				2009
ASSETS
Current assets
Cash		$	3,366			$	13,055
Total current assets			3,366				13,055
Total assets		$	3,366			$	13,055
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable		$	71			$	3,090
Total current liabilities			71				3,090
Stockholders' Equity
Common stock, $.001 par value; 75,000,000 shares authorized; 5,429,016 and 5,275,016 shares issued and outstanding at March 31, 2010 and 2009, resp.			5,429				5,331
Additional paid in capital			35,846				26,144
Deficit accumulated during the development stage			(37,980	)			(21,510	)
Total stockholders' equity			3,295				9,965
Total liabilities and stockholders' equity		$	3,366			$	13,055
See accompanying notes to financial statements

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Medistaff Corporation

We have audited the accompanying balance sheet of Medistaff Corporation (A Development Stage Company) as of March 31, 2011, and the related statements of operations, stockholders’ deficit and cash flows for the year then ended. The balance sheet of the Company as of March 31, 2010, and the related statements of operations, stockholders’ deficit and cash flows for the year then ended and the statements of operations, stockholders’ equity and cash flows included in the cumulative information from inception (March 13, 2008) to March 31, 2010 have been audited by other auditors whose report is presented separately in the Company’s 10-K filing. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Medistaff Corporation as of March 31, 2011, and the results of its operations and its cash flows for the year ended March 31, 2011 in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company incurred losses from operations, accumulated deficit of $53,097 and has negative cash flows from operations. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. These financial statements do not include any adjustments that might result from such uncertainty.

Goldman Kurland and Mohidin, LLP

Encino, California

June 24, 2011

F-2

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Statements of Operations
							Period from March 13, 2008 (inception) to March 31, 2010
	Year ended March 31,
	2010			2009
Revenue	$	-		$	-		$	-
Operating expenses
Professional fees		16,138			21,375			37,513
Other general & administrative		425			50			475
Total operating expenses		16,563			21,425			37,988
Other income (expense)
Interest expense		-			(90	)		(90	)
Interest income		3			5			8
Other income		90			-			90
Total other income (expense)		93			(85	)		8
Net loss	$	(16,470	)	$	(21,510	)	$	(37,980	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		5,366,933			5,314,178
See accompanying notes to financial statements

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors

MediStaff Corporation

We have audited the accompanying balance sheet of MediStaff Corporation (a development stage enterprise) (the Company) as of March 31, 2010 , and the related statements of operations, changes in stockholders’ equity, and cash flows for the year then ended and for the period from March 13, 2008 (inception) through March 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MediStaff Corporation as of March 31, 2010 , and the results of its operations and its cash flows for the year then ended, and for the period from March 13, 2008 (inception) to March 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has cash flow constraints, an accumulated deficit, and has not engaged in any operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Child, Van Wagoner & Bradshaw, PLLC

Child, Van Wagoner & Bradshaw, PLLC

Salt Lake City, Utah

June 23, 2010

F-3

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Statement of Changes in Stockholders' Equity
Period of March 13, 2008 (Inception) to March 31, 2010
	Common Stock					Additional Paid-in Capital			Accumulated Deficit				Total
	Shares		Amount
Balance, March 13, 2008 (Inception)		-		$	-		$	-		$	-			$	-
Common stock issued for cash, $.005 per share, March 17, 2008 (Note 3)		5,000,000			5,000			20,000			-				25,000
Common stock issued as prepayment for services, $.005 per share, March 17, 2008 (Note 3)		275,016			275			1,100			-				1,375
Net loss for period of March 13, 2008 (inception) to March 31, 2008		-			-			-			-				-
Balance, March 31, 2008		5,275,016			5,275			21,100			-				26,375
Common stock issued for cash, $.10 per share less $500 offering costs, August 15, 2008		56,000			56			5,044			-				5,100
Net loss for the year ended March 31, 2009		-			-			-			(21,510	)			(21,510	)
Balance, March 31, 2009		5,331,016		$	5,331		$	26,144		$	(21,510	)		$	9,965
Common stock issued for cash, $.10 per share, various dates		98,000			98			9,702			-				9,800
Net loss for the year ended March 31, 2010		-			-			-			(16,470	)			(16,470	)
Balance, March 31, 2010		5,429,016		$	5,429		$	35,846		$	(37,980	)		$	3,295
See accompanying notes to financial statements

Table of Contents

MEDISTAFF CORPORATION

(A Development Stage Company)

Balance Sheets

	March 31, 2011			March 31, 2010
ASSETS

CURRENT ASSETS
Cash & equivalents	$	-		$	3,366

TOTAL ASSETS	$	-		$	3,366


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable & accrued liabilities	$	11,822		$	71

Total current liabilities		11,822			71

COMMITMENTS

STOCKHOLDERS' EQUITY( DEFICIT)

Common stock, $0.001 par value; 75,000,000 shares authorized; 5,429,016 shares issued and outstanding		5,429			5,429
Additional paid in capital		35,846			35,846
Deficit accumulated during the development stage		(53,097	)		(37,980	)

Total stockholders' equity (deficit)		(11,822	)		3,295

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	-		$	3,366

The accompanying notes are an integral part of these financial statements.

F-4

MEDISTAFF CORPORATION
(A Development Stage Enterprise)
Statements of Cash Flows
									Period from March 13, 2008 (inception) to March 31, 2010
	Year ended March 31,
	2010				2009
Cash flows from operating activities
Net loss		$	(16,470	)		$	(21,510	)		$	(37,980	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services			-				-				1,375
Changes in operating assets and liabilities
(Increase) decrease in prepaid expenses			-				13,875				-
Increase (decrease) in accounts payable			(3,019	)			3,090				71
Net cash used in operating activities			(19,489	)			(4,545	)			(36,534	)
Cash flows from investing activities			-				-				-
Cash flows from financing activities
Proceeds from sale of common stock (net of offering costs)			9,800				5,100				39,900
Net cash provided by financing activities			9,800				5,100				39,900
Increase (decrease) in cash			(9,689	)			555				3,366
Cash at beginning of period			13,055				12,500				-
Cash at end of period		$	3,366			$	13,055			$	3,366
Supplemental cash flow Information:
Cash paid for interest		$	-			$	-			$	-
Cash paid for income taxes		$	-			$	-			$	-
See accompanying notes to financial statements

Table of Contents

MEDISTAFF CORPORATION

(A Development Stage Company)

Statements of Operations

					From March 13, 2008
	Years Ended March 31,				(inception) through
	2011		2010		March 31, 2011

Expenses
Professional fees	$	14,083	$	16,138	$	51,596
Other general & administrative		1,034		425		1,509

Total Operating Expenses		15,117		16,563		53,105

Other income (expense)
Interest expense		-		-		(90	)
Interest income		-		3		8
Other income		-		90		90

Total other income (expense)		-		93		8


Net loss	$	15,117	$	16,470	$	53,097


Weighted average number of shares outstanding		5,429,016		5,366,933

Basic and diluted net loss per share	$	0.00	$	0.00

The accompanying notes are an integral part of these financial statements.

F-5

Table of Contents

MEDISTAFF CORPORATION

(A Development Stage ~~Enterprise~~Company)

~~Notes~~Statement toof ~~the~~Changes ~~Financial~~in ~~Statements~~Stockholders’ Deficit

~~For~~From ~~the Years Ended~~ March 3113, ~~2010~~2008 ~~and~~(Inception) ~~2009~~to ~~and~~March ~~the~~31, 2011

Period of March 13, 2008 (Inception) to March 31, 2010

							Deficit Accumulated
	Common stock				Additional Paid in capital		during the Development Stage			Total
	Numbers of shares		Amount

Balance, March 13, 2008 (Inception)		-	$	-	$	-	$	-		$	-

Common stock issued for cash		5,000,000		5,000		20,000		-			25,000
Common stock issued as prepayment for service		275,016		275		1,100		-			1,375
Net loss for period of March 13, 2008 (inception) to March 31, 2008		-		-		-					-

Balance at March 31, 2008		5,275,016		5,275		21,100		-			26,375

Common stock issued for cash, $.10 per share less $500 offering costs		56,000		56		5,044		-			5,100
Net loss for the year ended March 31, 2009		-		-		-		(21,510	)		(21,510	)

Balance at March 31, 2009		5,331,016	$	5,331	$	26,144	$	(21,510	)	$	9,965

Common stock issued for cash		98,000		98		9,702		-			9,800
Net loss for the year ended March 31, 2010		-		-		-		(16,470	)		(16,470	)

Balance at March 31, 2010		5,429,016	$	5,429	$	35,846	$	(37,980	)	$	3,295

Net loss for the year ended March 31, 2011		-		-		-		(15,117	)		(15,117	)

Balance at March 31, 2011		5,429,016	$	5,429	$	35,846	$	(53,097	)	$	(11,822	)

~~Note~~The 1accompanying –notes ~~Nature~~are an integral part of ~~Business~~these financial statements.

The Company was incorporated in the State of Nevada on March 13, 2008, and has a fiscal year-end of March 31. The Company plans to become a full-service temporary personnel agency providing qualified, experienced, temporary medical staff to hospitals, clinics, and nursing homes. This market has been addressed to some extent by larger, general temporary staffing agencies, but has not been fully served. The Company will offer a high quality alternative to the current offering of temporary medical staffing companies

Note 2 – Significant Accounting Policies

Development Stage Enterprise

The Company has realized no revenues from its planned business purpose and, accordingly, is considered to be in its development stage as defined in FASB ASC 915, “Development Stage Entities.” The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of its time and investment in bringing its product to the market, and the raising of capital.

Cash

For financial statement presentation purposes, the Company considers short-term, highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000. At March 31, 2010 and 2009, the Company had $3,366 and $13,055 in cash and no cash equivalents, respectively.

Revenue Recognition

The Company's financial statements are prepared under the accrual method of accounting. Revenues will be recognized in the period the services are performed and costs are recorded in the period incurred rather than paid. No revenues have been recognized since the Company’s inception.

Income taxes

The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

F-6

Table of Contents

MEDISTAFF CORPORATION

(A Development Stage ~~Enterprise~~Company)

~~Notes~~Statements toof ~~the~~Cash ~~Financial Statements~~Flows

For the Years Ended March 31, 2010 and 2009 and the

							From March 13, 2008
	Years Ended March 31,						(inception) through
	2011			2010			March 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(15,117	)	$	(16,470	)	$	(53,097	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services		-			-			1,375
Changes in operating assets and liabilities
Accounts payable and accrued liabilities		11,751			(3,019	)		11,822

Net cash used in operating activities		(3,366	)		(19,489	)		(39,900	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock (net of offering costs)		-			9,800			39,900

Net cash provided by financing activities		-			9,800			39,900

DECREASE IN CASH & EQUIVALENTS		(3,366	)		(9,689	)		-

CASH & EQUIVALENTS, BEGINNING OF PERIOD		3,366			13,055			-

CASH & EQUIVALENTS, END OF PERIOD	$	-		$	3,366		$	-


Supplemental Cash flow data:
Income tax paid	$	-					$	-
Interest paid	$	-					$	-

~~Period~~The ofaccompanying ~~March~~notes ~~13,~~are ~~2008~~an ~~(Inception)~~integral topart ~~March~~of ~~31,~~these ~~2010~~financial statements.

Note 2 – Significant Accounting Policies (continued)

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated Useful Lives
Furniture and Fixtures	5 - 10 years
Computer Equipment	3 - 5 years
Vehicles	5 - 10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method. At March 31, 2010 and 2009, the Company had no property and equipment.

F-7

Table of Contents

MEDISTAFF CORPORATION

(A Development Stage ~~Enterprise~~Company)

~~Notes~~NOTES toTO ~~the~~THE ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

~~For the Years Ended~~ March 31, ~~2010~~2011 and ~~2009 and the~~2010

~~Period~~NOTE of1 ~~March~~– ~~13,~~NATURE ~~2008~~OF ~~(Inception) to March 31, 2010~~BUSINESS

~~Note~~Medistaff 2Corporation –is ~~Significant~~in ~~Accounting~~the ~~Policies~~development ~~(continued)~~stage and has incurred losses since inception totaling $53,097. The Company was incorporated on March 13, 2008, in the State of Nevada and established a March 31st fiscal year end. The Company is a development-stage, medical staffing company.

~~Advertising~~Pursuant ~~Costs~~to a Majority Stock Purchase Agreement (“MSPA”) dated September 17, 2010, the Company’s former majority stockholder and officer sold an individual 5,000,000 shares of the Company’s common stock for $40,000; the former majority stockholder assumed any and all liabilities and obligations of Medistaff that existed prior to closing of the stock purchase. Pursuant to the terms of the MSPA and effective as of the closing of the transactions contemplated by the MSPA, the new shareholder owns 5,000,000 shares of the Company’s common stock out of 5,429,016 shares issued and outstanding, or 92.10%.

~~Advertising~~NOTE ~~and~~2 ~~promotion~~– ~~costs~~SUMMARY ~~are~~OF ~~expensed~~SIGNIFICANT asACCOUNTING ~~incurred. The Company incurred no such expenses since inception.~~POLICIES

~~Recently~~Development ~~Implemented~~Stage ~~Standards~~Enterprise

~~ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly Statement of Financial Accounting Standards No. 168,~~ The ~~FASB~~Company ~~Accounting~~has ~~Standards~~not ~~Codification~~realized ~~and~~any ~~the~~revenues ~~Hierarchy~~from ofits ~~Generally~~planned ~~Accepted~~business ~~Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting~~ and, ~~reporting~~accordingly, ~~guidance~~is ~~issued~~considered ~~by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP")~~ to be ~~applied~~in byits ~~nongovernmental~~development ~~entities.~~stage ~~All~~as ~~guidance~~defined ~~contained~~ in ~~the~~FASB ~~Accounting Standards Codification ("~~ASC") ~~carries~~915, an“Development ~~equal~~Stage ~~level of authority~~Entities.” ~~Rules~~The ~~and~~Company ~~interpretive~~has ~~releases~~devoted ofsubstantially ~~the~~all ~~Securities and Exchange Commission ("SEC") under authority~~ of ~~federal~~its ~~securities~~efforts ~~laws~~to ~~are~~business ~~also~~planning ~~sources~~and ~~of authoritative GAAP for SEC registrants~~development. ~~Accordingly~~Additionally, ~~all~~the ~~other~~Company ~~accounting~~has ~~literature~~allocated ~~will be deemed "non-authoritative". ASC 105 is effective on~~ a ~~prospective~~substantial ~~basis~~portion ~~for~~of ~~financial~~its ~~statements~~time ~~issued for interim~~ and ~~annual~~investment ~~periods ending after September 15, 2009. The Company has implemented the guidance included~~ in ~~ASC~~attempting ~~105~~to asbring ofits ~~September~~services ~~30, 2009. The implementation of this guidance changed the Company's references~~ to ~~GAAP~~market ~~authoritative~~and ~~guidance~~raising ~~but did not impact the Company's financial position or results of operations~~capital.

~~ASC~~Basis ~~855, Subsequent Events ("ASC 855") (formerly Statement~~ of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of July 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.Presentation

InThe ~~August 2009,~~financial ~~the~~statements ~~FASB~~present ~~issued~~the ~~Accounting~~balance ~~Standards Update No. 2009-05~~sheets, ~~“Measuring~~statements ~~Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value~~ of ~~liabilities~~operations and iscash ~~effective~~flows ~~for~~of the ~~first~~Company. ~~interim~~These orfinancial ~~annual~~statements ~~reporting~~are ~~period~~presented ~~beginning~~in ~~after~~the ~~its~~United ~~issuance.~~States ~~The~~dollars ~~Company’s~~and ~~adoption~~were ofprepared ~~ASU~~in ~~2009-05~~accordance ~~did~~with ~~not~~United ~~have~~States anGenerally ~~effect~~Accepted onAccounting ~~its~~Principles ~~disclosure~~(“US ~~of the fair value of its liabilities~~GAAP”).

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with FASB Accounting Standards Codification (“ASC”) 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

F-8

Table of Contents

MEDISTAFF CORPORATION

(A Development Stage ~~Enterprise~~Company)

~~Notes~~NOTES toTO ~~the~~THE ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

~~For the Years Ended~~ March 31, ~~2010~~2011 and ~~2009 and the~~2010

~~Period~~The ofCompany adopted FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes", (codified in FASB ASC Topic 740) on March 13, 2008. As ~~(Inception)~~a result of the implementation of FIN 48, the Company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48. As a result of implementing FIN 48, the Company recognized no material adjustments to liabilities or stockholders’ equity. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of expenses. At March 31, 2011, and 2010, the Company did not take any uncertain positions that would necessitate recording of tax related liability.

~~Note~~ Basic 2and –Diluted ~~Significant~~Earnings ~~Accounting~~(Loss) ~~Policies~~per Share (~~continued~~EPS)

~~Recently~~Basic ~~Implemented~~EPS ~~Standards~~ (~~continued~~Loss) is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period.

~~In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per~~ Share ~~(or~~Based Its Equivalent) ("ASC Update No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The implementation of ASC Update No. 2009-12 did not have a material effect on the Company’s financial position or results of operations.Expenses

In ~~June~~December ~~2009~~2004, the FASB issued ~~Statement~~ASC of718 ~~Financial~~“Compensation-Stock ~~Accounting Standards No~~Compensation.” This ~~166,~~statement ~~Accounting~~requires ~~for~~a ~~Transfers~~public ofentity ~~Financial~~to ~~Assets~~expense anthe ~~amendment~~cost of ~~FASB~~employee ~~Statement~~services ~~No.~~received ~~140~~in ~~("Statement~~exchange ~~No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting~~ for ~~Transfers~~an ~~and~~award ~~Extinguishment~~ of ~~Liabilities~~equity ~~a replacement of FASB Statement 125 ("Statement No~~instruments. ~~140")~~This ~~and~~statement ~~requires~~also ~~additional~~provides ~~disclosures~~guidance ~~about~~on ~~transfers~~valuing ~~of financial assets, including securitization transactions,~~ and ~~any~~expensing ~~continuing~~these ~~exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity"~~awards, ~~changes~~as ~~the~~well ~~requirements~~as ~~for derecognizing financial assets, and enhances~~ disclosure requirements. ~~Statement~~of ~~No.~~these ~~166~~equity ~~is effective prospectively, for interim and annual periods beginning after November 15, 2009r~~arrangements. ~~Although~~The ~~Statement~~Company ~~No.~~adopted ~~166 has not been incorporated into the Codification, in accordance with~~ ASC ~~105,~~718 ~~the~~upon ~~standard~~creation ~~shall~~and ~~remain~~expenses ~~authoritative~~share ~~until~~based itcosts isin ~~integrated. The Company does not expect~~ the ~~adoption~~period ~~of Statement No~~incurred. ~~166 will have a material impact on its financial position or results of operations.~~

InNew ~~June 2009, FASB issued Statement of Financial~~ Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operationsPronouncements

In April 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. This update amends Accounting Standards Codification (ASC) Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The adoption of this ASU will not have a material impact on the Company’s financial statements.

F-9

Table of Contents

MEDISTAFF CORPORATION

(A Development Stage ~~Enterprise~~Company)

~~Notes~~NOTES toTO ~~the~~THE ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

~~For the Years Ended~~ March 31, ~~2010~~2011 and ~~2009 and the~~2010

~~Period~~In ofJanuary ~~March~~2010, 13FASB issued ASU No. 2010-06, ~~2008~~Fair Value Measurements and Disclosures (~~Inception~~Topic 820): Improving Disclosures about Fair Value Measurements. This update provides amendments to ~~March~~ASC 31Topic 820 that will provide more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. This standard is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU will not have a material impact on the Company’s financial statements.

~~Note~~In 2January –2010, ~~Significant~~FASB ~~Accounting~~issued ~~Policies~~ASU No. 2010-01, Equity (~~continued~~Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. The update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected prospectively in earnings per share and is not considered a stock dividend for purposes of ASC Topic 505 and Topic 260, Earnings Per Share. This standard is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this standard did not have a material impact to the Company’s financial position or results of operations.

~~Recently~~NOTE ~~Implemented~~3 ~~Standards~~- ~~(continued)~~GOING CONCERN

InThe ~~October~~Company's ~~2009,~~financial ~~the~~statements ~~FASB~~are ~~issued~~prepared ~~changes~~using toUS ~~revenue~~GAAP ~~recognition~~applicable ~~for~~to ~~multiple-deliverable arrangements. These changes require separation of consideration received in such arrangements by establishing~~ a ~~selling~~going ~~price~~concern, ~~hierarchy~~which ~~(not~~contemplates the ~~same~~realization asof ~~fair~~assets ~~value)~~and ~~for~~liquidation ~~determining the selling price~~ of aliabilities ~~deliverable, which will be based on available information~~ in the ~~following~~normal ~~order:~~course ~~vendor-specific~~of ~~objective~~business. ~~evidence,~~The ~~third-party~~Company ~~evidence,~~has ornot ~~estimated~~yet ~~selling~~established ~~price;~~an ~~eliminate~~ongoing ~~the~~source ~~residual method~~ of ~~allocation~~revenues ~~and~~sufficient ~~require~~to ~~that~~cover ~~the~~its ~~consideration~~operating becosts ~~allocated~~and atallow ~~the~~it ~~inception~~to ofcontinue ~~the~~as ~~arrangement~~a togoing ~~all~~concern. As ~~deliverables~~shown ~~using~~in the ~~relative~~accompanying ~~selling~~financial ~~price method~~statements, ~~which allocates any discount in~~ the ~~arrangement~~Company tohad ~~each~~an ~~deliverable~~accumulated ondeficit ~~the basis~~ of ~~each~~$53,097 ~~deliverable’s~~as ~~selling~~of ~~price;~~March ~~require~~31, ~~that~~2011. The aability ~~vendor~~of ~~determine~~the ~~its~~Company ~~best~~to ~~estimate~~continue ofas ~~selling price in~~ a ~~manner~~going ~~that~~concern is ~~consistent~~dependent ~~with~~on ~~that used to determine~~ the ~~price~~Company toobtaining ~~sell~~adequate ~~the~~capital ~~deliverable on a standalone basis; and expand the disclosures related~~ to ~~multiple-deliverable~~fund ~~revenue~~operating ~~arrangements.~~losses ~~These~~until ~~changes~~it ~~become~~becomes ~~effective on January 1, 2011~~profitable. If ~~The~~the Company ~~has~~is ~~determined~~unable ~~that~~to ~~the~~obtain ~~adoption~~adequate ~~of these changes will not have an impact on the consolidated financial statements~~capital, asit ~~the~~could ~~Company~~be ~~does~~forced ~~not~~to ~~currently~~cease ~~have any such arrangements with its customers~~operations.

~~Accounting~~In ~~Standards~~order ~~Update (“ASU”)~~to ~~ASU~~continue ~~No.~~as ~~2009-13~~a ~~(ASC~~going ~~Topic~~concern, ~~605)~~the Company will need, ~~Multiple-Deliverable~~among ~~Revenue~~other ~~Arrangements~~things, ~~ASU~~additional Nocapital resources. Management's ~~2009-14~~plans ~~(ASC~~to ~~Topic~~obtain ~~985),~~such ~~Certain~~resources ~~Revenue~~for ~~Arrangements~~the ~~that~~Company include ~~Software~~(1) ~~Elements,~~obtaining ~~and~~capital ~~various~~from ~~other~~management ~~ASU's~~and ~~No.~~significant ~~2009-2~~stockholders ~~through~~sufficient ~~ASU~~to ~~No.~~meet ~~2010-19~~its ~~which~~minimal ~~contain~~operating ~~technical~~expenses, ~~corrections~~and to(2) ~~existing~~as ~~guidance~~a orlast ~~affect~~resort, ~~guidance~~seeking toout ~~specialized~~and ~~industries~~completing ora ~~entities~~merger ~~were~~with ~~recently~~an ~~issued~~existing operating company. ~~These~~However, ~~updates~~management ~~have~~cannot noprovide ~~current~~any ~~applicability~~assurances tothat the Company orwill ~~their~~be ~~effect~~successful onin ~~the~~accomplishing ~~financial~~any ~~statements~~of ~~would~~these ~~not have been significant~~plans.

~~Note~~The 3ability –of ~~Stockholders’~~the ~~Equity~~Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Common~~NOTE ~~Stock~~4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

OnAt March 1331, ~~2008~~2011, ~~the~~and ~~Company~~2010, ~~was~~accounts ~~formed~~payable ~~with~~and ~~one~~accrued ~~class~~liabilities ofwere ~~common~~$11,822 ~~stock~~and $71, ~~par~~respectively, ~~value~~which ~~$0.001.~~mainly ~~The~~consisted ~~Company~~of ~~authorized~~payables ~~75,000,000~~for ~~shares~~accounting ofand ~~common~~accrued ~~stock~~consulting and auditing expenses.

OnNOTE ~~March 17, 2008, the Company issued~~ 5~~,000,000~~ ~~shares~~– ofINCOME common stock to its sole officer and director at $0.005 per share for total cash of $25,000. In addition, the Company issued on the same day, 275,016 shares of common stock to a consultant at $0.005 per share as prepayment for $1,375 in future services. The Company relied on Section 4(2) of the Securities Act as its exemption from registration when it issued the shares of common stock. All initial stockholders agreed to hold the shares for investment purposes only and to transfer such shares only in a registered offering or in reliance upon an exemption therefrom.TAXES

OnAs ~~various~~of ~~dates~~March ~~throughout~~31, 2011, the ~~year~~Company ~~ended~~had ~~March~~net 31operating loss carryforwards of $53,097 ~~2009~~that ~~the~~may ~~Company~~be ~~issued~~available ~~56,000~~to ~~shares~~reduce offuture ~~common~~years’ ~~stock~~taxable atincome ~~$.10~~and ~~per~~will ~~share~~expire ~~for~~beginning ~~total~~in ~~cash~~2029. Availability of ~~$5,100,~~loss ~~net~~usage ofis ~~$500~~subject into ~~offering~~change ~~costs~~of ~~offset~~ownership ~~against~~limitations ~~additional~~under ~~paid-in~~Internal ~~capital~~Revenue Code 382. ~~The~~ ~~stock~~Future ~~was~~tax ~~issued~~benefits ~~pursuant~~which tomay arise as a ~~public~~result ~~offering~~of onthese ~~Form~~losses ~~S-1~~have ~~filed~~not ~~with~~been ~~the~~recognized ~~SEC~~in onthese ~~May~~financial 27statements, ~~2008~~as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carryforwards.

On various dates throughout the year ended March 31, 2010 the Company issued 98,000 shares of common stock at $.10 per share for total cash of $9,800. The stock was issued pursuant to a public offering on Form S-1 filed with the SEC on May 27, 2008.

At March 31, 2010 and 2009 there were 5,429,016 and 5,275,016 shares issued and outstanding, respectively.

F-10

Table of Contents

MEDISTAFF CORPORATION

(A Development Stage ~~Enterprise~~Company)

~~Notes~~NOTES toTO ~~the~~THE ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

~~For the Years Ended~~ March 31, ~~2010~~2011 and ~~2009 and the~~2010

~~Period~~NOTE of6 ~~March~~– ~~13,~~STOCK ~~2008 (Inception) to March 31, 2010~~TRANSACTIONS

~~Note~~The 3Company’s –capitalization ~~Stockholders’~~is ~~Equity~~75,000,000 ~~(continued)~~common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

~~Net~~The ~~loss~~Company ~~per~~had the following transactions in its common ~~share~~stock:

~~Net~~On ~~loss~~March ~~per~~17, ~~share~~2008, isissued ~~calculated in accordance with FASB ASC 260~~5,000,000 ~~“Earnings Per Share.” The weighted-average number of common~~ shares ~~outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number~~ of ~~shares and dilutive potential~~ common ~~shares~~stock ~~outstanding.~~for ~~Dilutive potential common shares are additional common shares assumed to be exercised~~$25,000.

~~Basic~~On ~~net~~March ~~loss~~17, ~~per~~2008, ~~common~~issued ~~share~~275,016 ~~is based on the weighted average number of~~ shares of common stock ~~outstanding~~for ~~during~~services ~~2010~~totaling ~~or 2009 and since inception. As of March 31~~$1, ~~2010 and 2009 and since inception, the Company had no dilutive potential common shares~~375.

~~Note~~On 4August –15, ~~Income~~2008, ~~Taxes~~issued 56,000 shares of common stock for $5,100. The Company paid $500 in offering costs.

~~The~~On ~~Company~~various ~~recognizes~~dates ~~the~~throughout ~~tax effects of transactions in~~ the year inended which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are normally provided in the financial statements under ASC Topic No. 740 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Operating loss carry forwards generated during the period from March ~~13, 2008 (date of inception) through March~~ 31, 2010 ~~of $37~~,~~980~~ ~~will~~issued ~~begin to expire in 2028~~98,000 ~~and~~shares ~~may be limited by the provisions~~ of ~~Internal~~common ~~Revenue~~stock ~~Code~~for ~~Section 382 and other provisions as to their utilization. Deferred tax assets of approximately~~ $139,~~293 have been completely offset by a valuation allowance that increased by approximately $5,764 and $7,529 during the years ended March 31, 2010 and 2009, respectively~~800.

~~The~~As ~~Company follows the provisions~~ of ~~uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized no increase in the liability for unrecognized tax benefits. The Company has no tax positions at~~ March 31, ~~2010~~2011, ~~for which~~ the ~~ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The~~ Company ~~recognizes~~has ~~interest~~not ~~accrued~~granted ~~related~~any tostock ~~unrecognized tax benefits in interest expense and penalties in operating expenses~~options. ~~No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at March 31, 2010 or 2009.~~

Note 5 – Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

F-11

~~MEDISTAFF~~Table ~~CORPORATION~~of Contents

~~(A Development Stage Enterprise)~~SIGNATURES

~~Notes~~Pursuant to the ~~Financial~~requirements ~~Statements~~of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

For the Years Ended March 31, 2010 and 2009 and the

	MEDISTAFF CORPORATION (Registrant)
Date: June 27, 2011	By:	/s/ John Wang
		John Wang President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

~~Period of March 13, 2008 (Inception) to March 31, 2010~~15

~~Note~~Table 5of –Contents ~~Going Concern (continued)~~

InEXHIBIT order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.INDEX

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Exhibit No.	Description
3.1	Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-151197) filed on May 27, 2008)
3.2	Bylaws (Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-151197) filed on May 27, 2008)
14.1	Code of Ethics (Incorporated herein by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (File No. 333-151197) filed on May 27, 2008)
16.1	Letter of Child, Van Wagoner & Bradshaw, PLLC, dated September 21, 2010 (Incorporated herein by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No. 000-53906) filed on September 21, 2010)
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Chief Executive Officer and Chief Financial Officer

Note 6 – Subsequent Events

The Company has evaluated subsequent events through the filing date of this document and determined there are no items to disclose.

F-12

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