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Flyguy

07/03/12 11:27 PM

#260034 RE: Flyguy #260029

But this does....Again we thank nodummy
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=66614120

Here is a copy of the share conversion letter done between Tom Favata (Lampert Limited) and Jeff DiGenova (NHSH):

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.


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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.



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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.



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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


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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.


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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



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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



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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.

texkengold

07/04/12 5:18 PM

#260071 RE: Flyguy #260029

hey truth take a look at this wrt court

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

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jmho
tex