NHS Health Solutions (fka NHSH)

[dehydratedman]

Thanks Brit...that is the agreement which as Joe said,

joecanouse Member Profile joecanouse Member Level Share Tuesday, June 14, 2011 2:48:30 PM
Re: Britpack post# 2503 Post # of 2509
could have settled a long time ago ty again brit

For $1.4 million dollars it could have been settled a long time ago....Geeeeezeeeeeeeeee!!!!! You really care about the shareholders Joe!!!

MEMORANDUM OF UNDERSTANDING
The following Memorandum Of Understanding (herein MOU) is between Quasar Aerospace Inc. (QAI) a publicly traded company also herein identified as (QASP), and Centaflix Inc.’s merger transition c/o CentaCom Holdings a private company, they shall hereinafter be referred collectively to as “the Parties” all being located in Jacksonville, Florida.

WHEREAS, QAI is a publicly traded company currently recognized as Caveat Emptor or as defined (“Buyer Beware”) with less than Sixty Thousand US Dollars ($60,000.00) of standing assets collectively, and with substantial corporate and regulatory liabilities , hereby agrees to without recourse merge with CentaCom Holding with operating subsidiaries, and

WHEREAS, all creditors attached to QAI herein referred to as “corporate liabilities” agree under the terms of this MOU be jointly named as debt and agree to resolve company and individual notes threw a party purchase thus tendering a clean shell. Jointly named parties shall be as follows and are required to present all forms of original notes:
A). Dean Bradley (Individual): $775,000.00
B). Machiavelli, LLC : $225,000.00
C). Joshua Henderson (Individual): $200,000.00

WHEREAS, all parties mentioned and acknowledge with respect to this MOU, hereby unanimously identify Mr. Kwan D. Straughn as a designated broker and per this merger transaction be entitled to a facilitators fee as follows:
A). Kwan D. Straughn (Broker): $200,000.00

WHEREAS, all Preferred “A” shareholders of QAI agree to assign it’s shares issued by QAI to Centacom, also by virtue of the board and officer future agree to issue the remaining authorized Preferred “A” shares to Centacom Holdings total issue shall be 50,000,000. Preferred “A” shareholders are jointly named and recognized as part of this MOU are as follows:
A). Dean Bradley
B). Joshua Henderson
C). Carpathia, LLC.
D). Constantine Financial Management, LLC.

WHEREAS, QAI’s current board and officers without delay agree to step down and or resign, and appoint a Centaflix representative to the board per the transitioin, and under these acceptable terms and conditions the newly appointed board member(s), along with Mr. Kwan D. Straughn (Non-Board Member) will work collectively together to rebuild QAI’s company structure thus bringing immense value to QAI’s subsidiary flight school (Atlantic Aviation) , restore OTC market relationships, and resolve current Transfer Agency issues, and

WHEREAS, Centacom is interested in acquiring a publicly traded company to help facilitate it’s expansion and market awareness.
NOW THEREFORE, the Parties hereto in order to make a best efforts attempt to complete the contemplated merger of Centacom Holdings into QAI, agree as follows:
1. Dean Bradley agrees to make a deposit of Twenty-Five Thousand US Dollars ($25,000.00) INTO MR. JEFFREY LUDWIG’S LAWYERS TRUST ACCOUNT RESERVED FOR: MR. JAMES OWENS, which shall be caused by mutual agreement to be deposited into an account designated by Mr. Owens for the sole purpose of:
$25,000.00 Will be paid to Mr. James Owens as reimbursement cost for legal fees incurred as a result of the initial merger decline. (Please note*: Evidence of a wire transfer must be confirmed before finalizing all agreements which will be stated in the merger agreement).

2. QAI’s current Board Members by way of unanimous vote agrees to place all Remaining Outstanding Authorized Preferred A’s into escrow reserved for Centacom Holdings Inc. At the same time of transference all Preferred “A” shareholders further agree to simultaneously place there respectively issued 930 Preferred “A” shares into escrow with Attorney Jeffrey Ludwig .

3. Upon the successful close of said merger, ALL CURRENT QAI BOARD MEMBERS AND OFFICERS WHICH ARE NAMED HEREIN AS FOLLOWS:
A): Joshua Henderson COO & Board Member
B). Donnell Vigil, QAI Board Member
C). Scott Martin, Board Member & Trustee
D). Jeffrey Digenova, CEO & President, and Board Member
Do hereby agree to be removed and or resign by election of a newly appointed board and officers of Centacom Holdings, and or by acceptance of both tender letters of resignation thus indemnifying them of any legal claims past, present or future which is also to include any and past board members and officers of QAI, it’s successors and or assigns. Furthermore, all current ongoing lawsuits and countersuits are to dropped by all current parties of interest in order to prevent further harm and liability to newly formed board and appointed officers of the acquisition team of Centacom.
Also, all Outgoing members of the current board members, officers, Mr. Dean O. Bradley ,and Mr. Joseph Canouse, and or any members associated with THINK PINK, LLC., it’s successors and or assigns , further agree to hold harmless Centacom Holding, its newly appointed board and officers of any past, present, or future claims, lawsuits, liens, or any legal encumbering act that may detriment it’s ability to perform in a constructive manner that may affect it’s ability to bring value to the company.

4. Centacom’s appointed board member(s), and Mr. Kwan D. Straughn (Non-Board Member) collectively with QAI will increase the A/S to 3 billion common shares. As a formal act of the increase will be for the sole purpose of issuing 1.35 billion common shares to a third party investor for the purchasing of QAI’s debt herein approximated at $2,050,000.00 at the purchasers prescribed discount.

5. The proposed structure of the merger would allow the current shareholders to remain only as common shareholders of the merged entity. Centacom will be issued Preferred Stock in the amount of 50,000,000 resulting in 100% control of the shell immediately, without recourse nor delay.

6. Centacom and it’s transition team will bear all cost of cleaning up QAI, and reinstating all appropriate relationships with market and reporting agencies affiliated with QAI currently. This will include paying any cost to the state of Colorado. *Should QAI provide evidence of all regulatory expenses paid then this paragraph shall be deemed void.

7. In the event that QAI is not able to meet the terms agreed upon and establish evidence of the required $25,000.00 escrowed for Mr. James Owens, the terms of this MOU will thus become void, and all discussions shall be deemed void therefore all legal proceedings shall reinstate and move forward no further resolutions will be offered as remedy. Centacom Holdings will not be held liable for any expense occurred by QAI during this process, and should the $25,000.00 set forth in paragraph 1 shall be deposited it will be deemed non-refundable unless James Ownes c/o Centacom Holdings fails to perform his required responsibilities as per the merger.

8. Prior to the merger closing QAI and Centacom Holdings shall provide:
a. Dean Bradley will provide evidence of a $25,000.00 held in escrow with Attorney Jeffrey Ludwig that shall be wire into Mr. James Owens’s designated account (details will be provided for a wire transfer).
b. Centacom Holdings will provide a tendered letter of resignation from Mr. Jeffrey Digenova.
c. Upon close of the merger all parties agree to drop it’s respective lawsuits

WHEREAS, all parties of interest being of sound minds represent that all terms are reasonable and agreeable to hereby sign and executed this Memorandum Of Understanding
this ____day of April 2011.
_________________________
By: Joshua Henderson Acting President &COO Of QAI
__________________________
By: James Owens, Founder Of Centacom Holdings and Centaflix Entertainment Corp
__________________________
By: Dean O. Bradley (Individual)
___________________________
By: (TBP) Managing Member of Carpathia, LLC.
___________________________
By: (TBP) Managing Member of Machiavelli, LLC.
___________________________
By: (TBP) Managing Member of Constantine Financial Management , LLC.
___________________________
By: Joshua Henderson (Individual)
___________________________
By: Kwan D. Straughn (Individual)