The parties closed the transaction on Friday, October 7, 2011. ============================= http://www.sec.gov/Archives/edgar/data/1074507/000138038911000087/f8k_mineseeker10112011.htm ================================ On September 23, 2011, NHS entered into a Share Exchange Agreement with shareholders of Mineseeker Operations Overseas Ltd., a British Virgin Islands corporation, wherein NHS agreed to a tax-free share exchange pursuant to which Mineseeker shall be a wholly-owned subsidiary of NHS. The parties closed the transaction on Friday, October 7, 2011.
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8-K 1 f8k_mineseeker10112011.htm NHS HEALTH SOLUTIONS, INC. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 11, 2011 Date of Report (Date of earliest event reported)
NHS Health Solutions, Inc. (Exact name of registrant as specified in its charter)
Nevada (State or Other Jurisdiction of Incorporation)
000-25127 (Commission File Number)
91-1715373 (IRS Employer Identification No.)
39 Acorn Lane Hilton Head Island, SC 29928 (Address of Principal Executive Offices and Zip Code)
(843) 683-6477 (Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[__] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [__] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [__] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Section 1 – Registrant’s Business and Operations Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2011, NHS Health Solutions, Inc. (“NHS” or the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with shareholders of Mineseeker Operations Overseas Ltd., a British Virgin Islands corporation (“Mineseeker”), wherein NHS agreed to a tax-free share exchange pursuant to which Mineseeker shall be a wholly-owned subsidiary of NHS.The parties closed the transaction on Friday, October 7, 2011. Pursuant to the Agreement, NHS issued 232,000,000 shares of restricted common stock to the individuals identified in the Agreement.
Mineseeker is an aerial survey and mapping company, using innovative technology producing a fusion of multi-spectral images of both surface and sub-surface targets, designed specifically to identify and locate landmines and unexploded remnants of war. The technology, which has been developed and extensively trialled can survey up to 5 square kilometres per day, significantly reducing the time and cost of releasing land back to economically productive use when compared with traditional mine clearance methods.
Mineseeker, through its Aid Free Zones, then works with governments and land owners to develop economically sustainable solutions through its program of compassionate capitalism to deliver wealth in partnership with the local populations thereby removing their reliance on aid handouts and driving exciting investor returns.
Section 3 – Securities and Trading Markets Item 3.02 Unregistered Sales of Equity Securities.
On September 23, 2011, NHS entered into a Share Exchange Agreement with shareholders of Mineseeker Operations Overseas Ltd., a British Virgin Islands corporation, wherein NHS agreed to a tax-free share exchange pursuant to which Mineseeker shall be a wholly-owned subsidiary of NHS. The parties closed the transaction on Friday, October 7, 2011.
Pursuant to the Agreement, NHS issued 232,000,000 shares of restricted common stock to the individuals identified in the Agreement. Mineseeker shareholders tendered an aggregate total of 1,087,500 shares of Mineseeker common stock to NHS in exchange for its shares of restricted common stock. The parties relied upon the private transaction exemption set forth in Section 4(2) of the Securities Act of 1933 in connection with the issuance of shares of NHS restricted common stock. Each of the Mineseeker shareholders is a “sophisticated investor” as such term is construed under state and federal securities laws. The NHS shares were acquired by the Mineseeker shareholders in this private transaction with investment intent and without any intent to engage in any unregistered distribution of such securities.
Section 5 Corporate Governance and Management Item 5.01 Change in Control of Registrant.
On September 23, 2011, NHS entered into a Share Exchange Agreement with shareholders of Mineseeker Operations Overseas Ltd., a British Virgin Islands corporation, wherein NHS agreed to a tax-free share exchange pursuant to which Mineseeker shall be a wholly-owned subsidiary of NHS. The parties closed the transaction on Friday, October 7, 2011.
Pursuant to the Agreement, NHS issued 232,000,000 shares of restricted common stock to the individuals set forth in the table below. Mineseeker shareholders tendered an aggregate total of 1,087,500 shares of Mineseeker common stock to NHS in exchange for its shares of restricted common stock.
Mineseeker Shareholder Mineseeker Shares Tendered NHS Shares Issued Post-Close % Owned Mike Kendrick 752,500 165,500,000 52.5 Mark Dorey 187,500 37,500,000 11.9 Edward Cross 100000 20,000,000 6.3 Graham Miller 15,000 3,000,000 0.9 Richard Trueman 30,000 6,000,000 1.9 Sarah Williams 2,500 500,000 0.1
The issuance of the shares as set forth in table above, has resulted in a change of control of NHS.
Section 9 – Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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