8-K 1 NHSHForm8K01302013.txt 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 Date of Report (Date of earliest event reported) January 28, 2013 NHS Health Solutions, Inc. (Exact name of registrant as specified in its charter) Florida 000-25127 91-1715373 (State or other jurisdication (Commission (IRS Employer of incorporation) File Number) Identification No.) 1111 Alderman Drive, Suite 210, Alpharetta, GA 30005 (Address of principal executive offices) Registrants telephone number, including area code (770) 521-1330 39 Acorn Lane, Hilton Head Island, SC 29928 (Former name or former address, if changed since last report.) 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 (see General Instruction A.2. below): [ ] 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-12(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)) This Current Report on Form 8-K is filed by NHS Health Solutions, Inc., a Florida corporation, in connection with the items described below. Section 1 Registrants Business and Operations Item 1.01 Entry into a Material Definitive Agreement. On January 16, 2013, Quasar Aerospace Industries, Inc., a Colordo corporation (Quasar) entered into a Settlement Agreement and General Release (the Agreement) with NHS Health Solutions, Inc., a Florida corporation (NHSH), wherein NHSH agreed to assigning and transfer the legal and beneficial ownership of NHSH to Quasar through the issuance of Series A Preferred Shares in NHSH free and clear of all liens, restrictions, claims, security interests and encumbrances of any kind or nature the ownership of the control shares of the public company NHSH. Simutaneously NHSH shall turnover the control of NHSH and all of its subsidiaries to Quasar and all Officers and Directors of NHSH shall resign and a new Board of Directors and Officers shall immediately be appointed. In addition, Jeffrey DiGenova agreed to resign as an Officer and Director of NHSH upon closing of this Agreement. The parties closed the transaction on January 28, 2013. Pursuant to the Agreement, on January 28, 2013 NHSH authorized, approved and issued one million (1,000,000) Series A Preferred Shares representing the beneficial ownership of NHSH and turned over the control of NHSH and all of its subsidiaries to Quasar. DiGenova resigned as an Officer and Director of NHSH. Simultaneously to DiGenovas resignation NHSH appointed Joseph Canouse as Cheif Executive Officer, Donnell J.Vigil as President, Secretary and William Cirmo as Cheif Operation Officer of NHSH and Joseph Canouse, Donnell J. Vigil and William Cirmo as the Board of Directors of NHSH. Quasar acquired the only issued Series A Preferred Shares of NHSH. Section 3 Securities and Trading Markets Item 3.02 Unregistered Sales of Equity Securities. The information disclosed under Item 1.01 is hereby incorporated by reference into this Item 3.02. Section 5 Corporate Governance and Management Item 5.01 Change in Control of Registrant. The information disclosed under Item 1.01 is hereby incorporated by reference into this Item 5.01. The issuance of the Series A Preferred Shares as set forth above, has resulted in a change of control of NHSH to Quasar and a new Board of Directors and Officers of NHSH were appointed as January 28, 2013. Item 5.02 Departure of Directors or certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The following is EFFECTIVE January 28, 2013 for NHS HEALTH SOLTUIONS, INC.: The information disclosed under Item 1.01 is hereby incorporated by reference into this Item 5.02. 1. On January 28, 2013, Jeffrey DiGenova tendered his resignation as the sole member of the Board of Directors and as the sole Officer of NHSH and all of its subsidiaries. DiGenovas resignation was pursuant to the Agreement dated January 16, 2013 and was not a circumstance of disagreement regarding NHSHs operations, policies or practices. 2. On January 28, 2013, NHSH appointed Joseph Canouse as Cheif Executive Officer, Donnell J.Vigil as President, Secretary and William Cirmo as Cheif Operation Officer of NHSH and Joseph Canouse, Donnell J. Vigil and William Cirmo as the Board of Directors of NHSH pursuant to the Agreement and by unanimous vote of the Board of Directors of NHSH. Quasar intends to update the sharesholders as to the direction of the company. SIGNATURES 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. NHS Health Solutions, Inc. (Registrant) Date January 30, 2013 /s/Joseph Canouse (Signature)* Joseph Canouse CEO *Print name and title of the signing officer under his signature. SEC 873(03-10) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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.

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.

Exhibit 10.1 – Share Exchange Agreement dated September 23, 2011

SIGNATURES

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.

NHS HEALTH SOLUTIONS, INC.

By:

/s/: Jeffrey DiGenova

Jeffrey DiGenova, Chief Executive Officer

DATED: October 11, 2011.

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