I know I am not the only one to receive this but no one else has posted it. Here are some answers for you.
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. 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 . 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, sceptical 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 a 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 were nothing to do with NHSH. If the deal was complete then NHSH owns those two companies It does not – you cant have it both wayshttps ://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 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
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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 remain with James Owens. Incorrect. Those shares were sent to Mineseeker. When it became apparent that he could not demonstrate ownership them they were cancelled. 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 contract in order to establish debt. And then informs the meeting that they did this for QASP. He them embarks on a smear campaign, getting whoever he can to help him, tortuously interfering with our company.
this board is at a loss and needs your help, if you can supply this answer, and we truly appreciate all you are doing. so consider this sir, and reply.
SJOGRINGO Share Thursday, November 10, 2011 10:16:57 AM Re: JDavis91 post# 11482 Post # of 11529
A TIMELINE is KEY to understanding the information released in the STICIKY. Please someone provide the dates.
PLUS..
Watching the Lawyers argue the following logic in front of a Judge in Court will be INTERESTING... Even More so if it becomes a Jury Trial...
Enough to digest for one day SJOGRINGO
Quote: -------------------------------------------------------------------------------- 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. --------------------------------------------------------------------------------
Quote: -------------------------------------------------------------------------------- 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. --------------------------------------------------------------------------------
Quote: -------------------------------------------------------------------------------- . A company can not cancel shares without a court order. Mineseeker cancelled those shares when evidence of full title was given or verified. It was done correctly. under advisement for our lawyers. --------------------------------------------------------------------------------
Quote: -------------------------------------------------------------------------------- . When it became apparent that he could not demonstrate ownership them they were cancelled. --------------------------------------------------------------------------------
Quote: -------------------------------------------------------------------------------- JDavis91 Share Wednesday, November 09, 2011 5:57:57 PM Re: nodummy post# 11368 Post # of 11524
I know I am not the only one to receive this but no one else has posted it. Here are some answers for you.
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. 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 . On August 21, 2011 it was announced that the Centacom Corp merger was terminated. 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, sceptical 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 a 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 were nothing to do with NHSH. If the deal was complete then NHSH owns those two companies It does not – you cant have it both wayshttps ://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 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 sent to Mineseeker. When it became apparent that he could not demonstrate ownership them they were cancelled. 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 contract in order to establish debt. And then informs the meeting that they did this for QASP. He them embarks on a smear campaign, getting whoever he can to help him, tortuously interfering with our company. --------------------------------------------------------------------------------
All yall need to do is get The Bid up into the .05 range and the 49ers can dump again. Kudos to all the insiders that held strong while one fell on the sword.
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