NHS Health Solutions (fka NHSH)

[cookstove12]

Cheif, Here is your answer.




Dear Sir,


Your enquiry has been passed to me and you will see my comments to the points you have raised below, which I hope you find useful.



In summary, there was no consideration paid for the NHSH shares issued to Centacom Holdings.



If Centacom and Centaflix ownership had been transferred to NHSH in return for the shares, then NHSH would have had to return ownership to Centacom Holdings to put James back in control.



This has never been done, but James Owens continues to claim he owns and controls the two companies. These two positions are mutually exclusive, either NHSH still owns Centacom and Centaflix or James Owens never transferred the shares as consideration for the shares.



Once you understand this the rest of the discussion is largely irrelevant as all subsequent attempts to buy and sell the shares are based on a transaction without any basis.



Whilst I do not intend to enter protracted discussion on this subject, if you wish me to clarify any of the points I have made, I would be happy to do so.



Best regards,




Mark



Mark Dorey

Commercial Director



Mineseeker Operations UK Ltd

Unit 1, Wolverhampton Business Airport, Bobbington, Stourbridge, DY7 5DY



T 01384 90 40 20 | F 01384 90 40 21 |M 07771 365807

[e-mail] | www.mineseeker.com



Company registered in England and Wales with number 06940795. VAT registration number 981 6241 08.

Registered office: Haines Watts, Keepers Lane, The Wergs, Wolverhampton, WV6 8UA



























nodummy Share Monday, November 07, 2011 11:20:25 PM
Re: texkengold post# 11366 Post # of 11369



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. ih.advfn.com/p.php?pid=nmona&article=47656505 The merger, was of course, subject the requisite DD being completed and consideration for the merger met.

ih.advfn.com/p.php?pid=nmona&article=47656505 The merger, was of course, subject the requisite DD being completed and consideration for the merger met.



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 This is confusing. You will see that the cert says 10 million, not 10 thousand. Signing the back of a cert is not a completion of the process. It was not completed, as our DD revealed. NHSH later claimed that no consideration by Centacom was paid. That was proved to be a correct statement .



https://viewer.zoho.com/docs/aabdxO This is confusing. You will see that the cert says 10 million, not 10 thousand. Signing the back of a cert is not a completion of the process. It was not completed, as our DD revealed. NHSH later claimed that no consideration by Centacom was paid. That was proved to be a correct statement .



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 Agreed



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. Correct. That is the claim which is supported by the filings. Or lack of them. 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. Correct. I have seen those papers and agreed that a material disclosure, from Centacom, was not made. It is very clear.




You will understand that, skeptical on this matter, given that James Owens had previously bounced a check on Mineseeker and cut and pasted a wire transfer confirmation to our UK bank. However, if James Owens could provide the prove of ownership we were inclined to move forward as this would have been a simple transaction, clearing the historically outstanding issues.



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. Incorrect Jeff D gave a personal release to James Owens. NHSH had absolutely nothing to do with this transaction and gave no release to James Owens of Centacom.

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. Correct but subject to the shares being free and clear from all encumbrances All the Convertible Promissory Notes would be transferred to Mineseeker. They were but obviously on the basis that the notes were owned by Centacom. You can not sell or transfer what you do not own! Like all legal agreements, it was all subject to proper title being established. We were informed by James Owens that all the shares and notes were his to sell. Then Jeff D stated they were not. The DD proved that Jeff D was correct – or at least had a claim on them. It rendered the deal impossible to complete.


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. Mineseeker, also sent a letter, in reply that has not been published. As a shareholder of NHSH you will appreciate that Mineseeker can not purchase something that is not owned (or claimed to be not owned). $800 was sent as James Owens could not afford to pay the transfer fees and overnight shipping of same. The agreement called for those shares being free and clear from any liens and encumbrances. James Owens and Centacom’s only indication that a transaction was completed was a stock cert that had been signed on the back. You are missing a key point: where is the ownership of Centacom and Centaflix? Those two companies were part of the consideration paid to NHSH – yet James Owens is still running the companies and recently confirmed on a cc that those companies have nothing to do with NHSH. If the deal was complete then NHSH owns those two companies. It does not – you cant have it both ways


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 425,000,000 shares that were issued to Centacom then issued 232,000,000 new restricted shares to Mineseeker. . A company can not cancel shares without a court order. Mineseeker cancelled those shares when evidence of full title was not given or verified. It was done correctly. under advisement for our lawyers.


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 : A straight forward commercial arrangement.
Bucket Story - 10,000,000 As part payment of the acquisition of the coconut processing factory.;



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: Ownership will be determined by a court of law.



James Owens - 7,500,000



Total number of shares outstanding as of 10-11-11 according to the TA was 314,835,401




----------




Now here is where things get tricky. Since Mineseeker defaulted on the share purchase agreement with James Owens those 442,500,000 shares remain with James Owens. Incorrect. Those shares were transferred and sent to Mineseeker. When it became apparent that he could not demonstrate ownership of them they were canceled. This protects the interests of NHSH shareholders. Mineseeker did not default, it walked away from a potentially fraudulent deal. Mineseeker had no choice under law and no appetite to reward fraudulent activity.

On October 12, 2011 James Owens signed an agreement to sell those 442,500,000 shares to Joe Canouse. You cannot sell what you do not own. Joe Canouse cannot buy goods that others have a claim on unless he proves ownership in a court. That would not be possible. It seems JC will go to any length to obtain a piece of Mineseeker. Firstly he tries to buy QASPs position via Trophy. Then, in a meeting attended by seven people, tries to encourage Mineseeker to commit fraud by backdating employment contracts in order to establish debt. And then informs the meeting that they did this for QASP. He then embarks on a smear campaign, getting whoever he can to help him, tortuously interfering with our company.





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



Joe Canouse then drafted a demand letter to have those 442,500,000 shares 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




----------




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 757,335,401 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 the ownership of those 442,500,000 is a real issue. --------




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. [/quote]