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: ~~May~~April 182, ~~2011~~2012

(Date of earliest event reported)

PHYHEALTH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		333-163076		26-1772160
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

700 South Royal Poinciana Boulevard, Suite 506 Miami, Florida		33166
(Address of principal executive offices)		(Zip Code)

305-779-1760

(Registrant's telephone number, including area code)

Not Applicable

(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:

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 Entry Into a Material Definitive Agreement

Item 8.01 Other Events

Phyhealth Corporation (OTCQB: PYHH) ~~today~~entered ~~announced~~into ~~that~~a ~~its~~material ~~subsidiary~~contract with Queste Capital, ~~Phyhealth~~a ~~Sleep~~Nevada ~~Care~~corporation ~~Corporation,~~for ~~will~~the ~~open~~purchase ~~its~~of ~~third~~a ~~diagnostic~~majority ~~sleep~~control ~~center~~of the Registrant, on ~~June~~April ~~1st~~2, ~~2011~~2012. The agreement calls for the purchase of shares of common stock equal to ninety five percent of the then existing shares of common and preferred, infully ~~Culpeper~~diluted to be delivered to the Purchaser, ~~Virginia~~Queste Capital. ~~With~~ The Registrant will immediately make the ~~opening~~OTC Equity Issuer Notification Form filing with FINRA describing such transaction and inclusive of matters necessary for the ~~Culpepper~~completion ~~sleep~~of ~~center~~such Agreement, ~~Phyhealth~~including ~~will~~the ~~have~~reverse asplit ~~total~~of the Registrant's shares. The execution date of ~~ten~~such ~~sleep~~reverse ~~care~~split ~~beds~~was ~~operating~~set atfor ~~three~~April ~~locations~~20, 2012 in the filing with FINRA. However, the final execution of such reverse split will be determined by FINRA in conjunction with the associated filing and review.

AsQueste ~~announced~~Capital inentered into the share purchase agreement for the acquisition of control of the Registrant, through a purchase of a control block of shares. The agreement is to be implemented within 45 days of its ~~May~~execution, 6for a purchase price of $425, ~~2011~~000. ~~Form~~Queste ~~8-K~~Capital, ~~Phyhealth~~a Nevada corporation established in 2010, is ~~concentrating~~an ~~its~~opportunity-based ~~resources~~hospitality and entertainment devel-opment company. Queste Capital’s focus is on ~~the~~its ~~Sleep~~corporate ~~Care~~strategic ~~(health~~objective ~~care~~starts ~~delivery)~~with what management believes is a unique business atmodel. ~~this~~The ~~time~~business ~~and~~model ~~not~~is ~~the~~to ~~health~~opportunistically ~~care~~position ~~insurance~~itself ~~business~~in ~~that~~today’s ~~was~~hospitality ~~the~~environment. ~~core~~This approach seeks to take advantage of ~~its~~low ~~original~~cost ~~business~~unique ~~model~~and one-of-a-kind location and low-cost land acquisition and construction. Phyhealth management feels that this model, given the ~~subject~~talent of ~~the~~Queste ~~November~~Capital's ~~2010~~management, ~~spin-off~~will ~~from~~transform ~~Physicians~~Queste ~~Healthcare~~Capital’s’s ~~Management~~projects ~~Corp~~into a high revenue producing assets with a myriad of cash generating sources. ~~This~~ ~~expansion~~Registrant’s management is ~~consistent~~thoroughly impressed with ~~Phyhealth’~~Queste Capital's ~~belief~~endeavors and believes that ~~the~~this ~~Sleep~~agreement ~~Care~~will ~~operation~~bring ~~fits~~substantial ~~well~~value ~~into~~to ~~Phyhealth~~shareholders. Being aware of Queste Capital's business prospects, Registrant’s ~~vision~~management feels that, despite the dilution attending this transaction, facilitating a transaction whereby Queste Capital gains a controlling interest of ~~community~~Registrant ~~health~~will ~~plans~~prove accretive and ~~facilities~~thus ~~managed~~in bythe ~~physicians~~best ~~and~~financial ~~that~~interest ~~promote~~of ~~healthier~~the ~~communities~~shareholders.

~~The~~Registrant's ~~details~~management anticipates that Queste Capital will change the name of ~~this~~the ~~new~~Registrant ~~four-bed~~and ~~sleep~~will ~~center~~add ~~facility~~a ~~are~~new ~~addressed~~business into add to the ~~attached~~Company's ~~Press~~current ~~Release~~pursuits. ~~For~~ ~~more~~Additionally, ~~information~~Registrant's ~~with~~management ~~regard~~anticipates tothat Queste Capital will conduct its business through Phyhealth’s ~~sleep~~Corporation, ~~centers~~as a publicly traded vehicle, ~~including~~after changing the ~~existing~~current ~~ones~~officers inand ~~Denver~~directors, subsequent to closing and ~~Longmont,~~the ~~Colorado,~~consequent ~~see~~change ~~Phyhealth~~of ~~Sleep~~control ~~Care’s~~and ~~website~~associated atSchedule ~~www~~14-F.~~phyhealthsleepcare.com.~~

~~Item~~To 9permit Queste Capital to pursue its endeavors, Phyhealth Corporation's management anticipates and intends to cooperate with Queste Capital so as to facilitate a turnover of Registrant’s directors and/or officers, etc.~~01. Financial~~ ~~Statements~~In the near future, Registrant's management antic-ipates making Amendments to the Articles of Incorporation to increase the number of authorized common shares and ~~Exhibits~~decrease the number of authorized preferred shares, as contemplated under the agreement.

99.1 Press Release dated May 18, 2011

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits. None

EXHIBITS (Numbering as Assigned by Regulation S-K, Item 601):

10.3: Stock Acquisition Agreement between Queste Capital and Phyhealth Corporation

10.4: Press Release

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

	PHYHEALTH INCORPORATED
Dated: May 18, 2011	By:	/s/ Robert L.Trinka
		Robert Trinka
		Chairman, President, CEO, Principal Executive and Financial Officer

	Signature(s)

	PHYHEALTH CORPORATION

Dated: April 9, 2012	By:	/s/ Robert L.Trinka
		Robert Trinka, Chairman, President, CEO,
		Principal Executive and Financial Officer

Filing Compare · PHYHEALTH Corp