NHS Health Solutions (fka NHSH)

[nodummy]

I can only map out for you the situation. I think ultimately the ownership of those 442,500,000 shares will probably end up having to be settled in court.

Everybody already knows that on April 19, 2011 Jeff DiGenova issued 450,000,000 shares to Centacom for the Centacom merger.

On May 12, 2011, Jeff DiGenova put out a press release announcing that NHSH had closed a merger with Centacom Corp.

http://ih.advfn.com/p.php?pid=nmona&article=47656505

On May 19, 2011, according the the following documents, James Owens signed over all 10,000,000 authorized Centacom Corp shares and all 10,000,000 authorized Centaflix Corp shares to NHSH

https://viewer.zoho.com/docs/aabdxO

http://sunbiz.org/pdf/00121961.pdf

http://sunbiz.org/pdf/36726522.pdf

On August 21, 2011 it was announced that the Centacom Corp merger was terminated.

http://ih.advfn.com/p.php?pid=nmona&article=48945444

On August 21, 2011, Jeff DiGenova also files a board resolution announcing the merger terminated and demanding back the 450,000,000 shares that were issued to Centacom

http://www.nhshinc.com/BOD-NULL8-21.pdf

Jeff declares in his resolution and in the press release that NHSH did not receive the Operating Company Shares of both Centacom Corporation and Centaflix Corporation needed to close the merger. The board resolution further states that Centacom failed to disclose $31,000 due to attorney, Mohammad Bataineh, for legal services he previously performed for Centacom Corp. The resolution further states that Mohammad Bataineh is threatening legal action to collect the money owed to him.


Obviously it was more complicated at that point than just having the 450,000,000 shares returned because on August 30, 2011 Jeff DiGenova and Mineseeker signed an agreement with James Owens to purchase those shares back.

https://viewer.zoho.com/docs/nwcxp

The agreement required Mineseeker to pay Centacom $50,000 in five installments of $10,000 each. Mineseeker would get 442,500,000 of the 450,000,000 shares held by Centacom. James Owens would keep 7,500,000 of those shares. All the Convertible Promissory Notes would be transferred to Mineseeker.

The first payment of $10,000 was supposed to come within seven days of the signing of the agreement. $800 of that initial first payment was paid upfront by Mineseeker at the time of the signing of the agreement on August 30, 2011, but the rest of the first payment never came. A seven day extension was granted and the payment still didn't come. A second seven day extension was granted and the payment still didn't come. On October 6, 2011, Centacom drafted a default letter informing Mineseeker that they were in breach of trust.

https://viewer.zoho.com/docs/xTXWf

On October 11, 2011, NHSH filed an 8K announcing a share exchange with Mineseeker:

http://www.sec.gov/Archives/edgar/data/1074507/000138038911000087/f8k_mineseeker10112011.htm

http://www.sec.gov/Archives/edgar/data/1074507/000138038911000087/shareexchangeagreement030.gif

http://www.sec.gov/Archives/edgar/data/1074507/000138038911000087/shareexchangeagreement.htm


Based the information in the signed agreement with Mineseeker, NHSH canceled the 442,500,000 shares that were issued to Centacom then issued 232,000,000 new restricted shares to Mineseeker.

According to the TA on October 11, 2011 the share count looked like this:

Shares from the Mineseeker share exchange:

Mike Kendrick - 165,500,000
Mark Dorey - 37,500,000
Edward Cross - 20,000,000
Graham Miller - 3,000,000
Richard Trueman - 6,000,000
Sarah Williams - 500,000

Shares which we are given no explanation as to why they were issued:

Jeff DiGenova - 15,000,000
Bucket Story - 10,000,000

Shares which were issued for debt conversions and are part of the float (some have been sold some are still held by the Note holders):

Tom Favata - 7,250,000
Chris Parkin - 15,000,000
Bill Harvey - 27,250,000

Shares still owned by James Owens:

James Owens - 7,500,000

Total number of shares outstanding as of 10-11-11 according to the TA was 314,855,401


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Now here is where things get tricky. Since Mineseeker defaulted on the share purchase agreement with James Owens those 442,500,000 shares remained with James Owens.

On October 12, 2011 James Owens signed an agreement to sell those 442,500,000 shares to Joe Canouse

https://viewer.zoho.com/docs/c2aBcg

Joe Canouse then drafted a letter to Mike Kendrick demanding that those 442,500,000 shares be released with the intent of transferring ownership of those shares from his private company, Carpathia LLC to Quasar Aerospace Industries Inc (QASP)

https://viewer.zoho.com/docs/e5ocm


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And that's where we stand now. I don't know who has the most legal standing in this case. Probably that matter will have to be settled in court.

I do know this. If those 442,500,000 shares are released that would put the outstanding share count at 757,355,401 which is above the authorized limit of 750,000,000.

I also know that NHSH announced an authorized share reduction from 750,000,000 to 500,000,000 back on October 11, 2011 which hasn't happened yet. The delay may be a sign that the ownership of those 442,500,000 shares is a real issue.



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I didn't really go into detail on the parallel debate taking place over the ownership of the Lampert Limited and Carlton Limited debt Notes, but ownership of those Notes pretty much goes hand in hand with the 442,500,000 shares.