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: ~~July~~September 51, 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
2747 Summerchase Lane Henderson, Nevada		89052
(Address of principal executive offices)		(Zip Code)

~~305~~702-~~779~~837-~~1760~~7800

(Registrant's telephone number, including area code)

~~Not~~700 ~~Applicable~~South Royal Poinciana Boulevard, Suite 506

Miami, Florida 33166

(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 25.0102 ~~Completion~~Election of ~~Acquisition~~Directors; orAppointment ~~Disposition~~ of ~~Assets.~~Certain Officers

~~Item~~On ~~5.01~~September ~~Changes~~1, in2012 ~~Control~~pursuant to Chapter 1, Title 8, Subchapter VII, Section 228 of the Delaware Revised Statutes and the Bylaws of Registrant., Queste Capital, a 95% shareholder, set a new board of directors with the following members:

~~Item~~Richard ~~8.01 Other Events~~Ham

AsCarla previously reported, on April 2, 2012, Phyhealth Corporation (OTCQB: PYHH) entered into a material contract with Queste Capital, a Nevada corporation for the purchase of a majority control of the Registrant. That agreement was amended on or about June 29, 2012 (the "Amendment"), and consummated on July 5, 2012, with the issuance to Queste Capital of 80,274,933 shares of Phyhealth Corporation common stock, representing approximately 95% of the outstanding shares, calculated fully diluted and post stock issuance.Aufdenkamp

Bruce Langson

On September 1, 2012, the directors appointed the following officers:

Richard Ham	President, CEO, Treasurer
Carla Aufdenkamp	Secretary

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.

Signature

	PHYHEALTH CORPORATION
Dated: July 9, 2012	By:	/s/ Robert L.Trinka
Dated: September 4, 2012	By:	/s/ Richard Ham
		Robert Trinka, Chairman, President, CEO,
		Richard Ham, Chairman, President, CEO,
		Principal Executive and Financial Officer

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