MSGI Technology Solutions, Inc.(fka MSGI)

[Baconmaker]

Paulness - My Reply with Comments about Nanobeak

Yes, I read that thanks. However how does that affect us poor old MSGI shareholders? I never bought any VNTH and frankly, I don't have any ready cash to buy some.

So that said, I was poking around the VNTH filings to see if they are going to compensate us poor MSGI shareholders in some way or fashion and found this Dec 12/14 filing that is interesting. I frankly don't under stand it that well, but there are a lot of mentions of Nanobeak, and that JB is the majority shareholder of Nanobeak. It states that Nanobeak owns 112,000,000 shares of VNTH and that "Jeremy Barbera is the beneficial owner of a majority of the outstanding units of Nanobeak LLC".

But I keep reading on this board that MSGI owns Nanobeak. And if MSGI shareholders are being robbed of our ownership of Nanobeak which owns 57% of VNTH, then maybe we should start a class action suit against JB. I have invested about US$40K in MSGI in the past number of years, and currently I am not a happy camper.

Maybe you or someone else can enlighten me about this JB/Nanobeak/VNTH/MSGI ownership issue.

Please read this link and let me know what you think about this, from the perspective of MSGI shareholders. There is no mention of MSGI in this filing, only Nanobeak - http://www.sec.gov/Archives/edgar/data/1497130/000149315214004131/prer14c.htm

EXCERPT FROM DEC 12/14 VNTH FILING
I also have excerpted the parts that are about Nanobeak here -

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of December 10, 2014 for (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 197,228,812 shares of Common Stock issued and outstanding as of December 10, 2014. Unless otherwise indicated below, each entity or person listed below maintains an address of 401 Warren Street, Suite 200 Redwood City, CA 94063.

Number of Shares of Common Stock
Beneficially Owned Percentage of Common Stock Owned

Directors and Executive Officers
Joseph C. Peters — —
Tony van Bijleveld — —
Steven R. Steinhubl — —
Edward Rollins — —
Executive officers and directors as a group (4 persons) — —

5% or more stockholders
Nanobeak LLC (1)
3 Columbus Circle, 15th Floor
New York, NY 10019 .........................112,000,000...............57% Doesn't this belong to MSGI???
Allison C. Swan (2)
1900 Avenue of the Stars, 7th Floor
Los Angeles, CA 90067.......................30,000,000................15.2%
John E. Groman (3)
1212 Hancock Street, Suite LL 10
Qunicy, MA 02169..............................18,460,798.................9.4%

(1) Jeremy Barbera is the beneficial owner of a majority of the outstanding units of Nanobeak LLC, as well as its Chief Executive Officer and managing member, and exercises sole voting and dispositive power over all of the shares of Common Stock owned by Nanobeak.

(2) Consists of a warrant to purchase 25,000,000 shares of Common Stock held by Accent Healthcare Advisors, LLC and a warrant to purchase 5,000,000 shares of Common Stock held by MLPF&S CUST FBO ALLISON CAROL SWAN, Allison C. Swan’s personal individual retirement account. Ms. Swan has sole voting and dispositive power over all of the warrants.

(3) Mr. Groman is the beneficial owner of Common Stock consisting of 9,500,000 shares of Common Stock and warrants to purchase 3,000,000 shares of Common Stock. Bella Sante, Inc. is the owner of 6,773,634 shares of Common Stock. Mr. Groman is the beneficial owner of 88% of Bella Sante, Inc. In total, Mr. Groman has sole voting power over 18,460,798 shares of Common Stock, consisting of 15,460,798 shares of Common Stock and 3,000,000 warrants.

CHANGE OF CONTROL
On November 7, 2013, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), Bayview Terrace Limited, an international business company incorporated under the laws of the Republic of Seychelles (“Bayview”), sold to Nanobeak LLC, a Delaware limited liability company (the transaction was initially conducted with Nanobeak, Inc. which was subsequently merged with and into Nanobeak LLC, with Nanobeak LLC being the surviving entity) (“Nanobeak”), 112,000,000 shares of the Company’s Common Stock (the “Acquired Shares”). In exchange for the Acquired Shares, Nanobeak issued to Bayview 500,000 shares of Nanobeak’s common stock. As further consideration, Nanobeak granted to Bayview and its affiliates, effective as of the closing of the transactions contemplated by the Stock Purchase Agreement, a perpetual, royalty-free, non-exclusive, non-transferable right and license (without the right to sublicense) to use, develop, make, have made, use, sell, offer for sale, import, export and otherwise commercialize in Africa the mobile sensor breathalyzer being developed by Nanobeak for the detection of various diseases. The Acquired Shares constitute all of the shares of Common Stock of the Company previously owned by Bayview.

As a result of this sale, Bayview transferred control of the Company to Nanobeak, which now beneficially owns approximately 58% of the outstanding voting securities of the Company. Jeremy Barbera is the beneficial owner of a majority of the outstanding units of Nanobeak, as well as its Chief Executive Officer and managing member, and exercises sole voting and dispositive power over all of the shares of Common Stock owned by Nanobeak.


DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one copy of this Information Statement is being delivered to multiple Stockholders sharing an address, unless the Company has received contrary instructions from one or more of the Stockholders. The Company will deliver promptly, upon written or oral request, a separate copy of this Information Statement to a Stockholder at a shared address to which a single copy of this document was delivered. A Stockholder may mail a written request to Vantage Health, Attention: Secretary, 401 Warren Street, Suite 200, Redwood City, CA 94063, or call [phone], to request:

-- a separate copy of this Information Statement;

-- a separate copy of Information Statements in the future; or

-- delivery of a single copy of Information Statements, if such stockholder is receiving multiple copies of those documents.

WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the SEC. Accordingly, we are required to file reports with the SEC including annual reports, quarterly reports, current reports and other reports as required by SEC rules. All reports that we file electronically with the SEC are available for viewing free of charge over the Internet via the SEC’s EDGAR system at http://www.sec.gov. We will provide without charge to each person who receives a copy of this Information Statement, upon written or oral request, a copy of any information that is incorporated by reference in this Information Statement. Requests should be directed to Vantage Health, Attention: Secretary, 401 Warren Street, Suite 200, Redwood City, CA 94063, or call [phone]. For further information about us, you may read and copy any reports, statements and other information filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0102. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.