UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~February~~March 2410, 2010 (~~February~~March 228, 2010)

PR SPECIALISTS, INC.

(Exact name of registrant as specified in its charter)


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


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

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



(Former name or former address, if changed since last report)

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

[ ]

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

[ ]

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

[ ]

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

[ ]

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

Item 31.~~02 Unregistered Sales of Equity Securities~~01

OnEntry ~~February~~into ~~23,~~a ~~2010,~~Material ~~750,000~~Definitive ~~shares of common stock, and warrants to purchase 2,250,000 shares of common stock at an exercise price of $~~Agreement.~~001,~~ were issued to two accredited investor in exchange for employment services valued at $750 or approximately $0.001 per share. The registrant relied on Section 4(2) of the Securities Act of 1933 since the transaction did not involve any public offering. No underwriters were utilized and no commissions or fees were paid with respect to any of the above transactions.

~~Item~~On 5December 16, 2009, the registrant entered into a Management Agreement with Universal Capital Management, Inc.02 ~~Departure~~(“Universal”). The compensation portion of ~~Directors~~the oragreement ~~Certain~~was ~~Officers;~~amended ~~Election~~on ofMarch ~~Directors;~~8, ~~Appointment~~2010. A copy of ~~Certain~~the ~~Officers;~~Management ~~Compensatory~~Agreement ~~Arrangements~~Addendum ofis ~~Certain~~attached ~~Officers~~hereto as Exhibit 10.2.

OnItem ~~February 22, 2010, Lawrence Ruden resigned as a member of the registrant’s Board of Directors~~3. ~~A copy of Mr. Ruden’s Resignation Letter is attached hereto as Exhibit 99.1.~~02

OnUnregistered ~~February~~Sales ~~23, 2010, the registrant’s Board~~ of ~~Directors~~Equity ~~appointed:~~Securities

iAs described in Item 1.01, on March 8, 2010, the registrant entered into a Management Agreement Addendum with Universal. Pursuant to that addendum the registrant issued Universal the following compensation: a total of two million five hundred thousand (2,500,000) shares of common stock valued at $2,500 or approximately $0.001 per share, which includes one million (1,000,000) shares previously provided to UCM. The registrant relied on Section 4(2) of the Securities Act of 1933 since the transaction did not involve any public offering. No underwriters were utilized and no commissions or fees were paid with respect to any of the above transactions.

~~Marjorie~~Item ~~DeHey Daleo, its current president, as the registrant’s chief executive officer~~9. ~~Ms. Daleo was also appointed to serve as the chief executive officer of Mediavix, Inc., the registrant’s wholly owned subsidiary.~~ 01

~~ii.~~Financial Statements and Exhibits

~~Paul~~(d) ~~E. Wright as the registrant’s chief strategy officer. Mr. Wright was also appointed to serve as the chief strategy officer of Mediavix.~~Exhibits

~~There~~The ~~are~~following noexhibits ~~arrangements~~are orfiled ~~understandings between either Ms. Daleo or Mr. Wright, and any other persons pursuant to which they were appointed to their respective positions~~ with the registrant. There is no family relationship between either Ms. Daleo or Mr. Wright, and any director, executive officer, or person nominated or chosen by the registrant to become a director or executive officer of the registrant. The Board of Directors has no specific committees of the Board of Directors at this ~~time.~~report:

In exchange for serving as the chief executive officer of Mediavix and as a member of its Board of Directors, Ms. Daleo shall receive as compensation, among other things, a base salary of $10,000 per month; a stock award of 375,000 shares of the registrant’s restricted common stock; and a warrant to purchase up 1,125,000 shares of the registrant’s common stock at the exercise price of $0.001 per share. All 375,000 shares of common stock vest 90 days from their issue date. The warrant vests annually over three (3) years in equal installments of 375,000 shares per year as follows: 375,000 warrants vest on each of February 23, 2011, February 23, 2012 and February 23, 2013. Currently, there is no written employee agreement in place between the registrant, Mediavix and Ms. Daleo.Exhibit

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

~~shares per year as follows: 375,000 warrants vest on each of February 23, 2011, February 23, 2012 and February 23, 2013~~10. ~~Currently, there is no written employee agreement in place between the registrant, Mediavix and Mr. Wright.~~1

~~Ms.~~Management ~~Daleo~~Agreement ~~has~~(incorporated ~~served~~by asreference ~~the~~to registrant’s ~~president,~~Form ~~treasurer~~8-K ~~and~~filed ~~secretary~~on ~~since~~ December 1521, 2009. Since September 2008 to present, Ms. Daleo has been a partner with MediaMojos, LLC which provides crucial consulting services to small and emerging businesses seeking opportunities in the entertainment, broadcast, advertising and wireless market segments in international markets. From September 2008 to March 2009, Ms. Daleo served as Senior Vice President - Global Strategy and Alliances at Blastbeat, a Teen Music & Multimedia Business project. From February 2004 to September 2008, Ms. Daleo served as Senior Vice President - Digital Media, Entertainment and Telcoms at Enterprise Ireland, a government agency responsible for the development and promotion of world-class Irish companies. Prior to that time she served as a Competitive Intelligence Marketing Manager at LexisNexis (1999 – 2003), and as a Legal Affairs Attorney at Metro-Goldwyn-Mayer Inc. (1995 to 1999). Ms. Daleo holds an MBA degree from University of California, Los Angeles - The Anderson School of Management, a J.D. degree from California Western School of Law and a B.A. degree from Cornell University.

Mr10. Wright has served as a consultant to Mediavix since December 2009. Prior to that time, in 2000 Mr. Wright founded Frequency Media, a company dedicated to a small niche in music business intelligence, which he moved through a strategic sale to become a co-founder of Mediaguide, which has grown to 30+ employees, international operations and digital & mobile support services to compliment its core digital fingerprinting software development & deployment, broadcast radio monitoring and business intelligence capabilities. Mr. Wright held the following positions with that company since May 2004: Vice President, Music Business Development (May 2004 – May 2005), Vice President, Business Development, (June 2005 – September 2007), Senior Vice President, Strategic Alliances & Marketing (October 2007 – February 2009). Mr. Wright holds B.A. degrees in Economics and Journalism from Washington & Lee University. 2

~~The~~Management ~~registrant~~Agreement ~~has not entered into any transactions with either Ms. Daleo or Mr. Wright that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.~~Addendum

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

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

~~The~~PR ~~following~~Specialists, ~~exhibits are filed with this report:~~ Inc.

~~Exhibit~~By:/s/ Marjorie DeHey Daleo

~~Description~~ Marjorie DeHey Daleo,

~~99.1~~ President

~~Resignation~~Dated: ~~Letter~~March –10, ~~Lawrence Ruden~~2010

SIGNATURES

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

PR Specialists, Inc.

By:/s/ Marjorie DeHey Daleo

Marjorie DeHey Daleo,

President

Dated: February 24, 2010

Filing Compare · PR SPECIALISTS INC