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 and Exchange Act of 1934

Date of Report (Date of earliest event reported) May ~~November 9~~19, ~~2010~~2011

VALIANT HEALTH CARE, INC.

(Exact name of registrant as specified in its charter)

Florida	000-53496	26-0655541
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

3111 N. University Drive, Suite 625, Coral Springs, Florida	33065
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (954) 755-5564

(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.):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 02 – ~~Entry into~~Termination of a Material Definitive Agreement.

~~On November~~As 12of May 19, ~~2010~~2011, Valiant ~~entered~~and ~~into a definitive Stock Purchase Agreement (the “Agreement”) with~~ Atlantic Medical Supply, Inc,. ~~a Florida corporation~~ and its two shareholders, ~~Luis~~mutually E.terminated ~~Mejer,~~the ~~Jr.~~Stock ~~and~~Purchase ~~Wilfredo~~Agreement E(the “Agreement”) among them. ~~Martinez.~~ ~~Under~~The ~~the~~Agreement ~~terms~~had been executed as of ~~the~~November ~~Agreement~~12, 2010 and provided for Valiant ~~will~~to ~~be purchasing~~purchase all of the outstanding stock of Atlantic Medical, which when completed would then become a wholly-owned subsidiary of Valiant. The purchase iswas structured to take place in two stages. The first stage was consummated on November 12, 2010 and under the terms provided that Valiant would purchase 49% of Atlantic Medical’s outstanding stock (the “Atlantic Medical Stock”) in exchange for 1,500,000 shares of the Class A common stock of Valiant (the “Valiant Shares”).

~~Within~~ The Agreement provided that within 180 days of the date of the Agreement, Valiant ~~has~~had the option to acquire the remaining 51% of the outstanding stock of Atlantic Medical in exchange for $1.5 million and options to purchase 250,000 shares of Valiant’s Class A common stock at an exercise price of $0.52 per share and a two-year term. ~~During this~~The ~~180-day~~Agreement ~~period,~~provided ~~the parties have agreed~~ that ~~they~~in ~~shall not under any circumstances sell, assign, or otherwise transfer or use as collateral or any loan or other form of indebtedness either~~ the ~~Atlantic Medical Stock or the Valiant Shares. In the~~ event that ~~Valiant~~the isfinal ~~unable~~closing todid ~~pay~~not ~~the consideration~~occur, ~~for~~that ~~the~~in ~~remaining 51% of~~ the ~~outstanding~~absence ~~stock~~ of ~~Atlantic~~ ~~Medical~~certain circumstances, ~~then the Agreement will be terminated and~~ Valiant ~~shall~~generally ~~return the~~would ~~Atlantic Medical Stock,~~ pay ~~under certain circumstances~~ a ~~fee~~penalty of $30,000.00 and the shareholders of Atlantic Medical ~~will~~would beretain ~~obligated~~112,500 ~~to return 92.5% of the~~ Valiant Shares.

~~The preceding~~As ~~description~~ of May 19, 2011, the parties agreed to terminate the Agreement. For ~~does~~its ~~not~~part, ~~purport~~Valiant todetermined bethat ~~complete~~it ~~and~~needed ~~is qualified~~to move in another direction to execute its ~~entirety~~business model. It will now move forward with its first step of implementing this model by ~~reference~~establishing company-owned units via acquisition in order to ~~complete~~establish ~~terms~~a locally-based delivery system and ~~conditions contained~~then proceed to expand into the durable medical equipment business. Valiant is in the ~~copy~~process of evaluating the ~~Agreement~~circumstances ~~that~~regarding isthe ~~filed~~termination ~~herewith~~to asdetermine ~~Exhibit~~whether ~~2.1~~it will be required to pay the penalty and ~~incorporated~~ ~~herein~~if bythe ~~this~~shareholders ~~reference~~of Atlantic Medical will be required to return all of the shares previously issued to them.

~~Item~~The ~~2.04 –~~preceding ~~Triggering Events~~description ~~that~~of ~~Accelerate~~the orAgreement ~~Increase~~does anot ~~Direct~~purport ~~Financial~~to ~~Obligation~~be orcomplete ~~an Obligation~~and ~~under~~is anqualified ~~Off-Balance~~in ~~Sheet~~its ~~Arrangement~~entirety by reference to complete terms and conditions contained in the copy of the Agreement and Amendment that is filed herewith as Exhibit 2.1 and incorporated herein by this reference.

As part of the Asset Purchase Agreement in July 2010 under which control of Valiant was transferred, Valiant had entered into promissory notes with Thomas L. DiStefano III in the aggregate principal amount of $79,000 and Wendy Smith in the principal amount of $6,000. Valiant immediately repaid $5,000 to Mr. DiStefano under one of the notes. Further information on the terms of these notes is included in Valiant’s Current Report on Form 8-K filed on July 19, 2010.

Valiant has decided to withhold payment on these promissory notes which were due in October 2010 due to claims raised by an investor/debtor/shareholder of Willing Holding, Inc. as to the validity of the debt resulting in the issuance of the promissory notes and asserting that there was an agreement between this individual and the holders of the notes to convert the promissory notes to debt.

Valiant is diligently exercising its fiduciary responsibilities and reviewing the issues/claims. The claims raised were not directed at or due to any actions of the current operating entity, Valiant, or its current officers/management team. The claims precede the transaction.

Based on the results of its review, Valiant will take the actions it believes to be appropriate, which may include, payment of notes.

Item 3.02 – Unregistered Sales of Equity Securities.

As stated above in Item 1.01, the purchase price for initial Atlantic Medical Stock consisted of 1,500,000 shares of the Class A common stock of Valiant. Valiant relied upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

Item 5.02 – Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of November 9, 2010, Thomas L. DiStefano III submitted his resignation as a member of the Board.

Item 9.01 – Financial Statements and Exhibits.

(a) Financial statements of business acquired.

If required, financial statements will be filed by amendment to this Form 8-K within 71 days from the date that the filing of this report is required.

(b) Pro forma financial information.

If required, pro forma financial information will be filed by amendment to this Form 8-K within 71 days from the date that the filing of this report is required.

2.1 – Stock Purchase Agreement, dated November 12, 2010, by and ~~between~~among Valiant Health Care, Inc., Atlantic Medical Supply, Inc. and Luis E. Mejer, Jr. and Wilfredo E. Martinez. (incorporated by reference to the Current Report on Form 8-K filed on November 12, 2011, File No. 000-53496)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

VALIANT HEALTH CARE, INC. By: /s/ Steven Turner Name: Steven Turner Title: ~~Chief Executive Officer~~President

Dated: ~~November~~ 12May 24, ~~2010~~2011

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