Monday, August 29, 2011 12:17:09 AM
NHSH - Penny stock drama at its best - Jeff DiGenova has outdone himself.
People following the QASP mess probably thought that a company couldn't get more dysfunctional than what happened to QASP partially while under the control of Jeff DiGenova, but what has happened to NHSH since Jeff DiGenova purchased control of that shell goes beyond bizarre.
I'm going to try to piece together the events that make up the NHSH circus as best as I can using the information available.
Back on December 17, 2010 Jeff DiGenova purchased 1,000,000 shares of common stock of NHSH for $140,000 giving him majority ownership (77.73%) of the NHSH shell.
The shares were purchased from David Woo through his close business associate Bryan Clark of Cane Clark LLP.
In 2009 the NHS Health shell had gone into default for failing to file their annual report. On 3/1/10 the shell was revoked by the Nevada SOS.
On 5/25/10 the shell was reinstated by the Nevada SOS and Cane Clark LLP became the new Resident Agent for the company. I do not have details about how or when David Woo and Cane Clark LLP gained control of the shell. Possibly it was through the courts where they applied to be granted custodianship of the shell.
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=hgS49qGTVFpOjiuMM4b9xA%253d%253d&CorpName=NHS+HEALTH+SOLUTIONS%2c+INC
In any case on December 17, 2010 Jeff DiGenova purchased the shell from David Woo and Bryan Clark.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7643363
The first corporate action by Jeff DiGenova was to assign David E Price, Esq as the Secretary of the company. David E Price interesting penny stock history of his own that I will not get into in this post.
The authorized share count at the time of the purchase was 75,000,000.
The outstanding share count at the time of the purchase was 1,355,401 (1,000,000 of which were restricted and owned by Jeff DeGenova).
----------------------
On February 1, 2011, Jeff DiGenova raised the authorized share count from 75,000,000 to 250,000,000.
At this time NHSH was trading at $.35/share.
On April 1, 2011, Jeff DiGenova raised the authorized share count from 250,000,000 to 750,000,000.
At this time NHSH was still trading at $.40/share.
Why the big increases so soon after the O/S was just 1.3 million? Details about this further down this post.
-----------------------
On February 24, 2011 Jeff DiGenova filed a Form 15 to deregister the stock, but on May 17, 2011 Jeff DeGenova rescinded his Form 15.
This could have to do with the fact that NHSH had not filed a financial report since 2003 and were not legally allowed to file a Form 15 to deregister the stock.
-----------------------
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
Jeff and James Owens of Centacom Corp had previously been working on doing a merger while Jeff DiGenova was in charge of the QASP shell, but after Jeff was booted out of that position the two sides instead worked out a merger with Jeff's new shell, NHSH.
On 4/19/11 Centacom Inc and its founder James Owens received 450,000,000 restricted NHSH shares as part of the merger.
------------------------
Now here is were things get interesting. Prior to the completion of the Centacom Inc merger Jeff DiGenova had put together several debt Note agreements.
The following document shows shares issued by NHSH prior to the Centacom Corp merger:
http://www.centacom.com/images/NHS_Shares_Issued_by_ClearTrust.pdf
Immediately following the Authorized Share increase from 75,000,000 to 250,000,000 on 2/1/11 Jeff issued the following shares:
On 2/4/11, Jeff issued himself 150,000,000 restricted control shares to go along with the 1,000,000 he already owned.
On 2/4/11 Jeff issued Lampert Limited (a company controlled by Tom Favata - which may be a familiar name to some IHUB users) 7,250,000 shares.
On 2/9/11 Jeff issued Carlton Limited (a company controlled by Bill Harvery) 7,250,000 shares.
Immediately following the Authorized Share increase from 250,000,000 to 750,000,000 on 4/1/11 Jeff issued the following shares:
On 4/19/11, Jeff issued 450,000,000 shares to Centacom Holding for the Centacom Corp merger.
On 4/21/11, Jeff issued 20,000,000 more shares to Bill Harvery of Carlton Limited.
On 4/28/11, Jeff issued 15,000,000 shares to Ad Infinitum Investments Limited. The owner of this corporation is not disclosed, but rumor has it that it may belong to Jeff DiGenova's son or another relative.
--------------------
The shares issued to Tom Favata (Lampert Limited) and Bill Harvery (Carlton Limited) were shares issued in exchange for loans NHSH received from those two individuals.
Some information floating around is that Tom Favata and Bill Harvery helped to provide the funds ($140,000) to Jeff DiGenova to purchase the NHSH shell back in December of 2010.
Whatever the money was loaned to Jeff for, it was because of those loans that Tom Favata and Bill Harvery were issued those shares.
------------
Here is a copy of the share conversion letter done between Tom Favata (Lampert Limited) and Jeff DiGenova (NHSH):
http://www.centacom.com/images/Lampert_Limited_Conversion_1.pdf
Pay special attention to the dates in the letter and the conversion price:
Notice of Conversion
The undersigned, Lampert Limited hereby irrevocably elects to convert $10,875.00 of the $100,000 principal due under the Convertible Promissory Note dated November 4, 2002 into shares of common stock of NHS Health Solutions, Inc.
Name: Lampert Limited
Address Gretton House, P.O. Box 65, Pond Street, Grand Turk, Turks and Caicos Islands, B.W.I.
Please issue a certificate for 7,250,000 shares
Date of Conversion: Monday February 7, 2011
Applicable Conversion Price per share: .0015
Number of shares of common stock to be issued: 7,250,000
NHSH was trading at $.59/share on February 7, 2011 and Tom Favata got his shares for $.0015/share.
Also notice the date of the Note. November 4, 2002. So not only is it bad enough that a foreign entity was set up to receive these shares, but the date of the Note was totally fabricated as to allow the shares to be free trading upon conversion.
------------
Here is a copy of the share conversion letter done between Bill Harvery (Carlton Limited) and Jeff DiGenova (NHSH) - it is identical to the Lampert Limited letter right down to the same foreign address:
http://www.centacom.com/images/Carlton_Limited.pdf
Notice of Conversion
The undersigned, Carlton Limited hereby irrevocably elects to convert $10,875.00 of the $100,000 principal due under the Convertible Promissory Note dated November 4, 2002 into shares of common stock of NHS Health Solutions, Inc.
Name: Carlton Limited
Address Gretton House, P.O. Box 65, Pond Street, Grand Turk, Turks and Caicos Islands, B.W.I.
Please issue a certificate for 7,250,000 shares
Date of Conversion: Monday February 7, 2011
Applicable Conversion Price per share: .0015
Number of shares of common stock to be issued: 7,250,000
NHSH was trading at $.59/share on February 7, 2011 and Bill Harvery got his shares for $.0015/share.
Also notice the date of the Note. November 4, 2002. So not only is it bad enough that a foreign entity was set up to receive these shares, but the date of the Note was totally fabricated as to allow the shares to be free trading upon conversion.
Here is the letter for the 2nd round of conversion done by Bill Harvery on 4/21/11:
http://www.centacom.com/images/Carlton.pdf
Notice of Conversion
The undersigned, Carlton Limited hereby irrevocably elects to convert $30,000.00 of the $89,125 principal due under the Convertible Promissory Note dated November 4, 2002 into shares of common stock of NHS Health Solutions, Inc.
Name: Carlton Limited
Address Gretton House, P.O. Box 65, Pond Street, Grand Turk, Turks and Caicos Islands, B.W.I.
Please issue 4 certificates for 5,000,000 shares each.
Date of Conversion: Monday April 13, 2011
Applicable Conversion Price per share: .0015
Number of shares of common stock to be issued: 20,000,000
NHSH was trading at $.35/share on April 13, 2011 and Bill Harvery got his shares for $.0015/share.
-----------------------
We do not get a letter for the conversion of the 15,000,000 shares done by Ad Infinitum Investments Limited, but most likely those were also done at a super discounted rate of $.0015/share.
Ad Infinitum shares the same exact foreign address as Lampert Limited and Carlton Limited - Gretton House P.O. Box 65 Pond Street Grand Turk, Turks and Caicos Island, B.W.I.
------------------------
According to Centacom (the source of the Note Conversion information) there are still 14,500,000 shares unaccounted for:
http://www.centacom.com/previousstockissuancerecordsandnotes.php
------------------------
On June 28, 2011, Jeff DiGenova announced the retirement of the 151,000,000 shares owned by him. He also announced plans to convert the 450,000,000 shares owned by Centacom into preferred shares and the lowering of the authorized share count from 750,000,000 to 500,000,000.
http://www.marketwire.com/press-release/nhs-health-solutions-inc-provides-notification-of-share-retirement-pinksheets-nhsh-1533028.htm
The conversion to preferred shares and lowering of the A/S count were never accomplished.
------------------------
This past week the $&%# really hit the fan.
Apparently Centacom only recently learned about the shady debt Note conversions being done.
On August 23, 2011, James Owens the founder of Centacom Inc and owner of the majority voting rights with his 450,000,000 NHSH shares issued the following press release:
http://www.centacom.com/images/Press_Release_8.23.pdf
On August 23, 2011, under the direction of Mr. James Owens, the controlling and majority shareholders along with the Board of Directors has removed Mr. Jeff Digenova from his position of CEO and officer of the company. It is further resolved that Daniel DiGenova was removed as Vice President of the company
Here is a copy of that Corporate action filed by James Owens with the Nevada Secretary of state removing Jeff DiGenova and Daniel DiGenova from their officer positions:
http://www.centacom.com/images/Corporate_Action_Record.pdf
That press release and corporate action were followed up by this letter from James Owens explaining the removal of Jeff DiGenova and Daniel DiGenova from their officer positions:
http://www.centacom.com/images/James_Owens_Letter0001.pdf
We have recently decided to take action on the 49 million share float issue and the dilution of the company. We have serious questions as to their validity.
In the beginning of the merger with NHSH and Jeff, he did not disclose that there was convertible notes worth up to 12 million dollars. When those notes came out into the daylight (owned by Bill Harvey and Tom Favata) it caused those persons that were going to assist in financing to rescind any offers because of the possible other issues that might surface via his non-disclosure. He told me and the board misleading information about Finra processes to change the name of the company, along with what is needed to be done to make the company current. After the note issue Jeff Digenova stated to our board members and staff that the free trading shares that he created would get funding for the company. Further, he stated that he controlled the non-affiliates and their purse strings. We trusted his information and not till recently found that Millions of Shares were being sold and noe of his funding was raised as promised. After we went through with quasar this was enough. Tom Favata and his company Lampert Ltd a non-affiliate are now working with ex-ceo Jeff Digenova who is affiliated along with Bill Harvey Carlton Ltd another non-affiliate to cause the current events. Enough is enough.
We are now going through with the transfer agent to find documents on the 14.5 million shares that were issued by Jeff Degenova with no corporate record of the transaction or payment for the shares. We do have record of 35 million shares created by Bill Harvey Carlton Ltd and another that received 15 million that we cannot complete paperwork. Of the 49 million shares that Jeff Digenova created, we cannot find any record of the funding to pay for the creation of those shares in our corporate records. This creates questions of proper creation of those shares and doubts about the affiliate status of non-affiliates they attested to with our transfer agent. As was necessary, Jeff DiGenova was terminated for cause as the acting CEO of NHSH.
Information about this drama as presented by Centacom Corp can be followed on their website at the following address:
http://www.centacom.com/investorrelations.php
------------------------
In the mist of all the actions being taken by James Owens and Centacom Corp, Jeff DiGenova was making some desperate moves of his own.
On August 24, 2011, Jeff put out a press release announcing the cancellation of the NHSH / Centacom Corp merger - keep in mind that the merger already closed on May 12, 2011:
http://ih.advfn.com/p.php?pid=nmona&article=48945444
On August 21, 2011, NHS Health Solutions, Inc. ("NHSH" or "Company") rescinded the Share Exchange Agreement with Centacom Corporation dated May 12, 2011. The basis for the dissolution of this Agreement is outlined in the Board of Directors resolution, dated August 21, 2011, that is hosted on the NHSH web-site: [www.nhshinc.com]. Despite numerous requests to Centacom founder, Mr. James Owens, Centacom Holding Corporation has failed to sign over the Operating Company Shares of both Centacom Corporation and Centaflix Corporation to NHSH, a requisite step for the Share Exchange Agreement to be finalized. Final resolution of the transformation of the NHSH Board of Directors was subject to Centacom Holding Corporation honoring the terms and conditions of the Share Exchange Agreement.
Notice of, and supporting documentation for, the dissolution of the Agreement was provided to Mr. James Owens on Monday, August 22, 2011. The Company will be taking any and all necessary action in order for Mr. Owens to return the control shares of NHSH to the Company. Once this step has been completed, there will be a further reduction of the outstanding share count as the Company moves forward with Mineseeker, and fully focuses on executing all aspects of their business plan.
Here is a copy of the Board Resolution filed by Jeff DiGenova with the Nevada SOS dated August 21, 2011 (notice the 21 hand written in):
http://www.nhshinc.com/BOD-NULL8-21.pdf
In the document Jeff justifies the resolution as being made by the existing board of directors prior to May 12, 2011 (the date of the Centacom merger closing).
Jeff declares in his resolution that NHSH did not receive the requested shares of Centacom stock needed to close the merger and 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.
Jeff declares the merger canceled and demands back the 450,000,000 NHSH shares issued to Centacom.
In his resolution, Jeff removed Carmen Howard as an officer of the company putting himself as the Secretary/Treasurer of the company in her place.
Jeff also put himself in place of Carmen Howard as the new signatory for the corporate account with the transfer agent, ClearTrust LLC.
Information about this drama as presented by Jeff DiGenova can be found on the NHSH website:
http://www.nhshinc.com/investors.html
-------------------------
In my opinion, Centacom Corp seems to have the legal standing in all of this and Jeff DiGenova should be more worried about SEC litigation against him and Tom Favata and Bill Harvey and the owner of Ad Infinitum Investments Limited for those debt Notes with the bogus dates and foreign entities and criminally discounted share conversions. I doubt the money came from Tom Favata and Bill Harvey prior to December of 2010 and so those shares never should have been free trading.
Here is what has happened to the NHSH share price since early April 2011:
From $.40/share down to $.02/share
People following the QASP mess probably thought that a company couldn't get more dysfunctional than what happened to QASP partially while under the control of Jeff DiGenova, but what has happened to NHSH since Jeff DiGenova purchased control of that shell goes beyond bizarre.
I'm going to try to piece together the events that make up the NHSH circus as best as I can using the information available.
Back on December 17, 2010 Jeff DiGenova purchased 1,000,000 shares of common stock of NHSH for $140,000 giving him majority ownership (77.73%) of the NHSH shell.
The shares were purchased from David Woo through his close business associate Bryan Clark of Cane Clark LLP.
In 2009 the NHS Health shell had gone into default for failing to file their annual report. On 3/1/10 the shell was revoked by the Nevada SOS.
On 5/25/10 the shell was reinstated by the Nevada SOS and Cane Clark LLP became the new Resident Agent for the company. I do not have details about how or when David Woo and Cane Clark LLP gained control of the shell. Possibly it was through the courts where they applied to be granted custodianship of the shell.
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=hgS49qGTVFpOjiuMM4b9xA%253d%253d&CorpName=NHS+HEALTH+SOLUTIONS%2c+INC
In any case on December 17, 2010 Jeff DiGenova purchased the shell from David Woo and Bryan Clark.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7643363
The first corporate action by Jeff DiGenova was to assign David E Price, Esq as the Secretary of the company. David E Price interesting penny stock history of his own that I will not get into in this post.
The authorized share count at the time of the purchase was 75,000,000.
The outstanding share count at the time of the purchase was 1,355,401 (1,000,000 of which were restricted and owned by Jeff DeGenova).
----------------------
On February 1, 2011, Jeff DiGenova raised the authorized share count from 75,000,000 to 250,000,000.
At this time NHSH was trading at $.35/share.
On April 1, 2011, Jeff DiGenova raised the authorized share count from 250,000,000 to 750,000,000.
At this time NHSH was still trading at $.40/share.
Why the big increases so soon after the O/S was just 1.3 million? Details about this further down this post.
-----------------------
On February 24, 2011 Jeff DiGenova filed a Form 15 to deregister the stock, but on May 17, 2011 Jeff DeGenova rescinded his Form 15.
This could have to do with the fact that NHSH had not filed a financial report since 2003 and were not legally allowed to file a Form 15 to deregister the stock.
-----------------------
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
Jeff and James Owens of Centacom Corp had previously been working on doing a merger while Jeff DiGenova was in charge of the QASP shell, but after Jeff was booted out of that position the two sides instead worked out a merger with Jeff's new shell, NHSH.
On 4/19/11 Centacom Inc and its founder James Owens received 450,000,000 restricted NHSH shares as part of the merger.
------------------------
Now here is were things get interesting. Prior to the completion of the Centacom Inc merger Jeff DiGenova had put together several debt Note agreements.
The following document shows shares issued by NHSH prior to the Centacom Corp merger:
http://www.centacom.com/images/NHS_Shares_Issued_by_ClearTrust.pdf
Immediately following the Authorized Share increase from 75,000,000 to 250,000,000 on 2/1/11 Jeff issued the following shares:
On 2/4/11, Jeff issued himself 150,000,000 restricted control shares to go along with the 1,000,000 he already owned.
On 2/4/11 Jeff issued Lampert Limited (a company controlled by Tom Favata - which may be a familiar name to some IHUB users) 7,250,000 shares.
On 2/9/11 Jeff issued Carlton Limited (a company controlled by Bill Harvery) 7,250,000 shares.
Immediately following the Authorized Share increase from 250,000,000 to 750,000,000 on 4/1/11 Jeff issued the following shares:
On 4/19/11, Jeff issued 450,000,000 shares to Centacom Holding for the Centacom Corp merger.
On 4/21/11, Jeff issued 20,000,000 more shares to Bill Harvery of Carlton Limited.
On 4/28/11, Jeff issued 15,000,000 shares to Ad Infinitum Investments Limited. The owner of this corporation is not disclosed, but rumor has it that it may belong to Jeff DiGenova's son or another relative.
--------------------
The shares issued to Tom Favata (Lampert Limited) and Bill Harvery (Carlton Limited) were shares issued in exchange for loans NHSH received from those two individuals.
Some information floating around is that Tom Favata and Bill Harvery helped to provide the funds ($140,000) to Jeff DiGenova to purchase the NHSH shell back in December of 2010.
Whatever the money was loaned to Jeff for, it was because of those loans that Tom Favata and Bill Harvery were issued those shares.
------------
Here is a copy of the share conversion letter done between Tom Favata (Lampert Limited) and Jeff DiGenova (NHSH):
http://www.centacom.com/images/Lampert_Limited_Conversion_1.pdf
Pay special attention to the dates in the letter and the conversion price:
Notice of Conversion
The undersigned, Lampert Limited hereby irrevocably elects to convert $10,875.00 of the $100,000 principal due under the Convertible Promissory Note dated November 4, 2002 into shares of common stock of NHS Health Solutions, Inc.
Name: Lampert Limited
Address Gretton House, P.O. Box 65, Pond Street, Grand Turk, Turks and Caicos Islands, B.W.I.
Please issue a certificate for 7,250,000 shares
Date of Conversion: Monday February 7, 2011
Applicable Conversion Price per share: .0015
Number of shares of common stock to be issued: 7,250,000
NHSH was trading at $.59/share on February 7, 2011 and Tom Favata got his shares for $.0015/share.
Also notice the date of the Note. November 4, 2002. So not only is it bad enough that a foreign entity was set up to receive these shares, but the date of the Note was totally fabricated as to allow the shares to be free trading upon conversion.
------------
Here is a copy of the share conversion letter done between Bill Harvery (Carlton Limited) and Jeff DiGenova (NHSH) - it is identical to the Lampert Limited letter right down to the same foreign address:
http://www.centacom.com/images/Carlton_Limited.pdf
Notice of Conversion
The undersigned, Carlton Limited hereby irrevocably elects to convert $10,875.00 of the $100,000 principal due under the Convertible Promissory Note dated November 4, 2002 into shares of common stock of NHS Health Solutions, Inc.
Name: Carlton Limited
Address Gretton House, P.O. Box 65, Pond Street, Grand Turk, Turks and Caicos Islands, B.W.I.
Please issue a certificate for 7,250,000 shares
Date of Conversion: Monday February 7, 2011
Applicable Conversion Price per share: .0015
Number of shares of common stock to be issued: 7,250,000
NHSH was trading at $.59/share on February 7, 2011 and Bill Harvery got his shares for $.0015/share.
Also notice the date of the Note. November 4, 2002. So not only is it bad enough that a foreign entity was set up to receive these shares, but the date of the Note was totally fabricated as to allow the shares to be free trading upon conversion.
Here is the letter for the 2nd round of conversion done by Bill Harvery on 4/21/11:
http://www.centacom.com/images/Carlton.pdf
Notice of Conversion
The undersigned, Carlton Limited hereby irrevocably elects to convert $30,000.00 of the $89,125 principal due under the Convertible Promissory Note dated November 4, 2002 into shares of common stock of NHS Health Solutions, Inc.
Name: Carlton Limited
Address Gretton House, P.O. Box 65, Pond Street, Grand Turk, Turks and Caicos Islands, B.W.I.
Please issue 4 certificates for 5,000,000 shares each.
Date of Conversion: Monday April 13, 2011
Applicable Conversion Price per share: .0015
Number of shares of common stock to be issued: 20,000,000
NHSH was trading at $.35/share on April 13, 2011 and Bill Harvery got his shares for $.0015/share.
-----------------------
We do not get a letter for the conversion of the 15,000,000 shares done by Ad Infinitum Investments Limited, but most likely those were also done at a super discounted rate of $.0015/share.
Ad Infinitum shares the same exact foreign address as Lampert Limited and Carlton Limited - Gretton House P.O. Box 65 Pond Street Grand Turk, Turks and Caicos Island, B.W.I.
------------------------
According to Centacom (the source of the Note Conversion information) there are still 14,500,000 shares unaccounted for:
http://www.centacom.com/previousstockissuancerecordsandnotes.php
------------------------
On June 28, 2011, Jeff DiGenova announced the retirement of the 151,000,000 shares owned by him. He also announced plans to convert the 450,000,000 shares owned by Centacom into preferred shares and the lowering of the authorized share count from 750,000,000 to 500,000,000.
http://www.marketwire.com/press-release/nhs-health-solutions-inc-provides-notification-of-share-retirement-pinksheets-nhsh-1533028.htm
The conversion to preferred shares and lowering of the A/S count were never accomplished.
------------------------
This past week the $&%# really hit the fan.
Apparently Centacom only recently learned about the shady debt Note conversions being done.
On August 23, 2011, James Owens the founder of Centacom Inc and owner of the majority voting rights with his 450,000,000 NHSH shares issued the following press release:
http://www.centacom.com/images/Press_Release_8.23.pdf
On August 23, 2011, under the direction of Mr. James Owens, the controlling and majority shareholders along with the Board of Directors has removed Mr. Jeff Digenova from his position of CEO and officer of the company. It is further resolved that Daniel DiGenova was removed as Vice President of the company
Here is a copy of that Corporate action filed by James Owens with the Nevada Secretary of state removing Jeff DiGenova and Daniel DiGenova from their officer positions:
http://www.centacom.com/images/Corporate_Action_Record.pdf
That press release and corporate action were followed up by this letter from James Owens explaining the removal of Jeff DiGenova and Daniel DiGenova from their officer positions:
http://www.centacom.com/images/James_Owens_Letter0001.pdf
We have recently decided to take action on the 49 million share float issue and the dilution of the company. We have serious questions as to their validity.
In the beginning of the merger with NHSH and Jeff, he did not disclose that there was convertible notes worth up to 12 million dollars. When those notes came out into the daylight (owned by Bill Harvey and Tom Favata) it caused those persons that were going to assist in financing to rescind any offers because of the possible other issues that might surface via his non-disclosure. He told me and the board misleading information about Finra processes to change the name of the company, along with what is needed to be done to make the company current. After the note issue Jeff Digenova stated to our board members and staff that the free trading shares that he created would get funding for the company. Further, he stated that he controlled the non-affiliates and their purse strings. We trusted his information and not till recently found that Millions of Shares were being sold and noe of his funding was raised as promised. After we went through with quasar this was enough. Tom Favata and his company Lampert Ltd a non-affiliate are now working with ex-ceo Jeff Digenova who is affiliated along with Bill Harvey Carlton Ltd another non-affiliate to cause the current events. Enough is enough.
We are now going through with the transfer agent to find documents on the 14.5 million shares that were issued by Jeff Degenova with no corporate record of the transaction or payment for the shares. We do have record of 35 million shares created by Bill Harvey Carlton Ltd and another that received 15 million that we cannot complete paperwork. Of the 49 million shares that Jeff Digenova created, we cannot find any record of the funding to pay for the creation of those shares in our corporate records. This creates questions of proper creation of those shares and doubts about the affiliate status of non-affiliates they attested to with our transfer agent. As was necessary, Jeff DiGenova was terminated for cause as the acting CEO of NHSH.
Information about this drama as presented by Centacom Corp can be followed on their website at the following address:
http://www.centacom.com/investorrelations.php
------------------------
In the mist of all the actions being taken by James Owens and Centacom Corp, Jeff DiGenova was making some desperate moves of his own.
On August 24, 2011, Jeff put out a press release announcing the cancellation of the NHSH / Centacom Corp merger - keep in mind that the merger already closed on May 12, 2011:
http://ih.advfn.com/p.php?pid=nmona&article=48945444
On August 21, 2011, NHS Health Solutions, Inc. ("NHSH" or "Company") rescinded the Share Exchange Agreement with Centacom Corporation dated May 12, 2011. The basis for the dissolution of this Agreement is outlined in the Board of Directors resolution, dated August 21, 2011, that is hosted on the NHSH web-site: [www.nhshinc.com]. Despite numerous requests to Centacom founder, Mr. James Owens, Centacom Holding Corporation has failed to sign over the Operating Company Shares of both Centacom Corporation and Centaflix Corporation to NHSH, a requisite step for the Share Exchange Agreement to be finalized. Final resolution of the transformation of the NHSH Board of Directors was subject to Centacom Holding Corporation honoring the terms and conditions of the Share Exchange Agreement.
Notice of, and supporting documentation for, the dissolution of the Agreement was provided to Mr. James Owens on Monday, August 22, 2011. The Company will be taking any and all necessary action in order for Mr. Owens to return the control shares of NHSH to the Company. Once this step has been completed, there will be a further reduction of the outstanding share count as the Company moves forward with Mineseeker, and fully focuses on executing all aspects of their business plan.
Here is a copy of the Board Resolution filed by Jeff DiGenova with the Nevada SOS dated August 21, 2011 (notice the 21 hand written in):
http://www.nhshinc.com/BOD-NULL8-21.pdf
In the document Jeff justifies the resolution as being made by the existing board of directors prior to May 12, 2011 (the date of the Centacom merger closing).
Jeff declares in his resolution that NHSH did not receive the requested shares of Centacom stock needed to close the merger and 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.
Jeff declares the merger canceled and demands back the 450,000,000 NHSH shares issued to Centacom.
In his resolution, Jeff removed Carmen Howard as an officer of the company putting himself as the Secretary/Treasurer of the company in her place.
Jeff also put himself in place of Carmen Howard as the new signatory for the corporate account with the transfer agent, ClearTrust LLC.
Information about this drama as presented by Jeff DiGenova can be found on the NHSH website:
http://www.nhshinc.com/investors.html
-------------------------
In my opinion, Centacom Corp seems to have the legal standing in all of this and Jeff DiGenova should be more worried about SEC litigation against him and Tom Favata and Bill Harvey and the owner of Ad Infinitum Investments Limited for those debt Notes with the bogus dates and foreign entities and criminally discounted share conversions. I doubt the money came from Tom Favata and Bill Harvey prior to December of 2010 and so those shares never should have been free trading.
Here is what has happened to the NHSH share price since early April 2011:
From $.40/share down to $.02/share
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