Nevada Health Scan, Inc. (Form: 10-12G, Received: 12/23/2010 14:33:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

_____________________

FORM 10

_____________________

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

NEVADA HEALTH SCAN, INC.

(Exact name of registrant as specified in its charter)


Delaware		27-4336843
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


16459 Pauhaska Place
Apple Valley, California		92307
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (760) 508-9104

Copies to:

Daniel C. Masters, Esq.

P. O. Box 66

La Jolla, CA 92038

(858) 459-1133 - Tel

(858) 459-1103 - Fax

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock – $0.0001 Par Value

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company.


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

ITEM 1. DESCRIPTION OF BUSINESS

Background of the Issuer and Its Predecessor

Nevada Health Scan, Inc. (“the Company” or “the Issuer” or “Journal”) was organized under the laws of the State of Delaware on June 25, 2010 as part of the implementation of the Chapter 11 plan of reorganization of AP Corporate Services, Inc. (“AP”).

AP was incorporated in the State of Nevada in 1997 and was formed to provide a variety of services to small, entrepreneurial businesses. These services included business planning, market research, accounting advice, incorporation and resident agent services. Between 1997 and 1999 AP’s business focus changed. In addition to providing business services, AP began to own and develop businesses related to the medical professions. In 2001 AP organized Nevada Health Scan LLC to participate in a joint venture with a Las Vegas based physician to own and operate an MRI facility. Problems developed between the partners and the facility was never completed.

AP filed for Chapter 11 Bankruptcy in September 2008 in the U.S. Bankruptcy Court for the Central District of California. AP’s plan of reorganization was confirmed by the Court on December 24, 2009 and became effective on January 4, 2009. This plan of reorganization provided, among other things, for the incorporation of the Issuer and the distribution of 1,085,000 shares in it to AP’s bankruptcy creditors. The shares were distributed pursuant to section 1145 of the U.S. Bankruptcy Code. The plan also provided for the transfer to the Issuer of any interest which AP and/or Nevada Health Scan LLC had in the development of an MRI facility in Nevada.

As stated in the Plan of Reorganization ordered by the Court, these shares were issued “to enhance the distribution to creditors,” i.e. to enhance their opportunity to recover the losses they sustained in the AP bankruptcy. To this end, AP, by and through its President, agreed “to use its best efforts to have the shares… publicly traded on the Over-The-Counter market in order to provide an opportunity for liquidity to the creditors” (from the Court approved “Disclosure Statement” describing the Plan of Reorganization). The present filing is a result of this commitment. Subsequent to the effectiveness of the plan of reorganization the Company issued 10,000,000 restricted shares to its President, Dean Konstantine, at par value ($0.0001) for services rendered and costs advanced totaling $1,000.

Description of Current Business

The Company’s two officers and directors (there are no plans for additional officers or directors) have determined that the Company lacks the resources to properly develop the business of an MRI facility. The Company’s two officers and directors believe that substantial resources would be required to develop such a facility and to compete with established MRI facilities, and the Company lacks those resources. Therefore, the Company’s two officers and directors have determined to seek a merger or an acquisition with a larger, better capitalized entity which will accomplish the plan as ordered by the Court: “to enhance the distribution to creditors” and bring greater value to our shareholders.

Therefore, as of the date hereof, the Company can be defined as a "shell" company, an entity which is generally described as having no or nominal operations and with no or nominal assets. As a shell company, our purpose at this time, described more fully below, is to negotiate a business agreement or combination with a larger entity which will bring greater value to our shareholders. As of the date hereof, we have not identified any potential merger or acquisition partner.

The Company’s two officers and directors believe that a potential merger or acquisition target will be a business which seeks the benefits of our shareholder base or status as a reporting issuer. The Company’s two officers and directors will not restrict their search for a potential merger target to any specific industry or geographical location. The Company’s two officers and directors anticipate that the Company may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

We may seek a business opportunity with entities which have recently commenced operations, or which wish to expand into new products or markets, to develop a new product, or to utilize the public marketplace in order to raise additional capital. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our discretion to search for and enter into potential business opportunities.

We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky due to general economic conditions, rapid changes in the business environment, and shortages of available capital. The Company’s two officers and directors believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act, but this is by no means certain.

It is our present intent to continue to comply with all of the reporting requirements under the 1934 Act. The Company’s president, Dean Konstantine, has agreed to provide the necessary funds, without interest, for the Company to comply with the 1934 Act reporting requirements, provided he is an officer of the Company when the obligation is incurred. This is a voluntary agreement; Mr. Konstantine is not contractually obligated to make these loans or capital contributions. The president has not, as of the date hereof, set a maximum dollar amount that he is willing to provide to the Company.

It is anticipated that we will incur nominal expenses in the implementation of the business plan described herein. Because we have no capital with which to pay these anticipated expenses, the Company’s president will pay these charges with his personal funds, as interest free loans to the Company or as capital contributions, provided he is an officer of the Company when the obligation is incurred. However, if loans, the only opportunity which he will have for repayment of these loans will be from a prospective merger or acquisition candidate. This is a voluntary agreement; Mr. Konstantine is not contractually obligated to make these loans or capital contributions.

Acquisition of Opportunities

The president of the Company will seek out business combination opportunities through his personal business contacts. Our president is also the manager of Green Go Solar LLC, a company engaged in developing a 160 acre, 37 megawatt solar power generating facility approximately 70 miles from Los Angeles. He regularly attends green energy conferences and meetings and is in regular contact with manufacturers, designers and developers in the wind and solar energy industries. He is also a member of the Southern California Investment Association, the Los Angeles Venture Association, and similar groups where businesses seeking to expand and investors and related professionals meet in hopes of working together. The president of the Company will not be limited in his search to the green energy industry or to these investment groups, but he believes that these groups will provide a networking platform from which to seek business combination opportunities.

In implementing a structure for a particular business venture, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of an agreement, it is probable that the present officers and directors and the shareholders of the Company will no longer be in control of the Company. In addition, and especially if there is a business combination, our two officers and directors may, as part of the terms of the acquisition or merger, resign and be replaced by new officers and directors without a vote of our shareholders or may sell their stock in the Company.

It is anticipated that any securities issued by our Company in any such reorganization would be issued in reliance upon an exemption from registration under applicable federal and state securities laws. It is anticipated that it will also be a method of taking a private company public known as a "back door" 1934 Act registration procedure.

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of verifying revenue and bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

It is our present intent that we will not submit a potential merger, acquisition, or similar reorganization to our shareholders for approval. We are incorporated under the laws of Delaware and Delaware’s General Corporation Law, Section 228, provides that “…any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted…” Delaware’s General Corporation Law, Section 228, also provides that “Prompt notice of the taking of the corporate action without a meeting… shall be given to those stockholders or members who have not consented in writing…”

Our president, Dean Konstantine, owns 89.7% of our issued and outstanding shares of stock; thus his written consent to a potential merger or acquisition constitutes more than the minimum number of votes necessary to authorize such a reorganization under Delaware law. Prompt notice of any such action will be filed with the Securities and Exchange Commission on Form 8-K and also on Forms PREM14C and DEFM14C and copies of these filings will be sent by first class mail, postage pre-paid, to each of our shareholders.

Our present intent is that we will not enter into a business combination agreement with an entity which cannot provide independent audited financial statements at the time of closing of the proposed transaction and supply other information that is normally disclosed in filings with the Securities and Exchange Commission. We are subject to all of the reporting requirements included in the 1934 Act. These rules are intended to protect investors by deterring fraud and abuse in the securities markets through the use of shell companies. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K. In addition, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we are required to include that information that is normally reported by a company in its original Form 10.

We do not intend to hire an investment banker, a business broker, or a similar professional specializing in business acquisitions. Once a potential acquisition has been identified we do intend to hire an attorney experienced in business acquisitions to prepare or review the merger or acquisition agreements and documents. Because we have no capital with which to pay legal fees our president, Dean Konstantine, has agreed to pay these fees with personal funds, as an interest free loan to the Company or as a capital contribution. However, this is a voluntary agreement; Mr. Konstantine is not contractually obligated to pay this expense.

Accounting in the Event of a Business Combination

Future business combinations will be recorded in accordance with the FASB Accounting Standards Codification 805 (ASC 805).

We have been informed that most business combinations will be accounted for as a reverse acquisition with us being the surviving registrant. As a result of any business combination, if the acquired entity's shareholders will exercise control over us, the transaction will be deemed to be a capital transaction where we are treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except no goodwill or other intangible assets will be recorded. For accounting purposes, the acquired entity will be treated as the accounting acquirer and, accordingly, will be presented as the continuing entity.

Reporting Issuer Status

The Company chose to become a reporting company on a voluntary basis because one attraction of the Company as a merger partner or acquisition vehicle will be its status as a public company. In addition, we became a reporting company to enhance investor protection and to provide information if a trading market commences. Only those companies that report their current financial information to the Securities and Exchange Commission, banking, or insurance regulators are permitted to be quoted on the OTC Bulletin Board System.

Based upon our proposed future business activities, it is possible that we may be deemed a "blank check" company (see “Risk Factors”). The Securities and Exchange Commission definition of such a company is a development stage company that has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, and is issuing "penny stock."

A "penny stock" security is any equity security other than a security (i) that is a reported security (ii) that is issued by an investment company (iii) that is a put or call issued by the Option Clearing Corporation (iv) that has a price of $5.00 or more (except for purposes of Rule 419 of the Securities Act of 1933, as amended) (v) that is registered on a national securities exchange (vi) that is authorized for quotation on the NASDAQ Stock Market, unless other provisions of the defining rule are not satisfied, or (vii) that is issued by an issuer with (a) net tangible assets in excess of $2,000,000, if in continuous operation for more than three years or $5,000,000 if in operation for less than three years or (b) average revenue of at least $6,000,000 for the last three years.

Our stock will likely be deemed a “penny stock.”

ITEM 1A. RISK FACTORS

Our business is subject to numerous risk factors, including the following:

1. We have no operating history and no revenues or earnings from operations.

We have no assets. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business entity. There is no assurance that we can identify such a business entity and consummate such an agreement or combination.

2. We may not be able to continue to operate as a going concern.

Our auditor has expressed the opinion that we may not be able to continue as a going concern. His opinion letter and the notation in the financial statements indicate that we do not have revenues, cash reserves, or other material assets and that we are relying on advances from stockholders, officers and directors to meet our limited operating expenses. We may become insolvent if we are unable to pay our debts in the ordinary course of business as they become due.

3. Our proposed plan of operation is speculative.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the business opportunity which we identify, if any is identified. While our two officers and directors intend to seek business agreement(s) or combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business agreement or combination, of which there can be no assurance, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

4. We face intense competition for business combination opportunities.

We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be our desirable target candidates. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we have and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.

5. We have no agreements for a business combination or similar transaction and have established no standards for such transactions.

We have no arrangement, agreement or understanding with respect to entering into an agreement or engaging in a merger with, joint venture with or acquisition of, a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business transaction. Our two officers and directors have not identified any particular business for our evaluation. There is no assurance that the Company will be able to negotiate a business combination on terms favorable to it. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business transaction in any form with such business opportunity. Accordingly, we may enter into a business agreement or a business combination with a business having no significant operating history, losses, limited potential or no potential for earnings, limited assets, negative net worth or other negative characteristics.

6. Our success is dependent on our two officers and directors who have other full time employment, have limited experience, and will only devote limited time (part time) to working for the Company, all of which makes our future even more uncertain.

Dean Konstantine and Josephine Resma, our two officers and directors, will serve without pay while maintaining other employment. As of the date hereof, they are devoting no more than two hours per week to the affairs of the Company, however, our president expects to spend approximately five hours per week on the affairs of the Company and the search for a suitable merger or acquisition partner after the effectiveness of this registration statement. Notwithstanding the limited availability of our two officers and directors, the loss of the services of either would adversely affect development of our business and its likelihood of continuing in operation.

7. Our two officers and directors have no direct experience in mergers and acquisitions, which makes our ability to complete a successful merger or acquisition more uncertain.

Although our President, Dean Konstantine, has experience in business development and in negotiating contracts, he has no direct experience in negotiating mergers and acquisitions. This lack of direct experience makes our ability to complete a successful merger or acquisition more uncertain.

Our president may have a conflict of interest in selecting a merger or acquisition target because of loans he may make to our Company.

As noted above, the Company’s president has agreed that he will pay the Company’s anticipated operating expenses with his personal funds, making interest free loans to the Company or capital contributions, provided he is president of the Company at the time the obligation is incurred. This is a voluntary agreement; Mr. Konstantine is not contractually obligated to make these loans or capital contributions. If he makes interest free loans to the Company, the only opportunity he will have for repayment of these loans will be from a prospective merger or acquisition candidate. This may result in a conflict of interest in selecting a merger candidate as the president may prefer a candidate which will repay his loans over one which will not.

9. The reporting requirements under federal securities law may delay or prevent us from making certain acquisitions.

Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"), require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.

In addition to the audited financial statements, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we will be required to include that information that is normally reported by a company in a Form 10. The time and additional costs that may be incurred by some target entities to prepare and disclose such information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company.

10. An acquisition could create a situation wherein we would be required to register under The Investment Company Act of 1940 and thus be required to incur substantial additional costs and expenses.

Although we will be subject to regulation under the 1934 Act, our two officers and directors believe the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in a business combination that results in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our Company under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences.

11. A merger, acquisition, or similar agreement would most likely be exclusive, resulting in a lack of diversification.

Our two officers and directors anticipate that the Company may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

12. Our two officers and directors most likely will not remain after we complete a business combination, or will have little power to influence the direction of business development.

A business combination will, in all likelihood, result in management of the acquired business determining the timing and funding of our development. Our two officers and directors will have little to do except monitor business activity, if they remain in management at all. A business combination involving the issuance of our Common Stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in us. Any such business combination may require our two officers and directors to sell or transfer all or a portion of the Company's Common Stock held by them, and/or resign as Directors. The resulting change in our control could result in removal of our two officers and directors and a corresponding reduction in or elimination of their participation in our future affairs.

13. If we do any business combination, each shareholder will most likely hold a substantially lesser percentage ownership in the Company.

If we enter a business combination with a private concern, that, in all likelihood, would result in the Company issuing securities to shareholders of any such private company. The issuance of our previously authorized and unissued stock would result in reduction in percentage of shares owned by our present and prospective shareholders and may result in a change in our control or in our management.

14. As a shell company, we face substantial additional adverse business and legal consequences if we enter a business combination.

We may enter into a business combination with an entity that desires to establish a public trading market for its shares. A business opportunity may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a business combination with us. Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in such an offering, conditions and restrictions imposed by underwriters, and the costs to comply with various state (“Blue Sky”) securities laws.

On June 29, 2005, the Securities and Exchange Commission adopted final rules amending the Form S-8 and the Form 8-K for shell companies like us. The amendments expand the definition of a shell company to be broader than a company with no or nominal operations/assets or assets consisting of cash and cash equivalents. The amendments prohibit the use of a Form S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor), under certain circumstances, and revise the Form 8-K to require a shell company to include current Form 10 information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of the business opportunity. This initial filing must be made within four days of the acquisition and the Form 8-K filing may be reviewed by the Securities and Exchange Commission. The prospects of certain disclosures, or the lack of the ability to issue securities using a Form S-8, or the requirement of audited financial statements, or the unwillingness to assume the significant costs of compliance, may make an otherwise appropriate acquisition target unwilling to enter a business combination with us.

15. The requirement of audited financial statements may disqualify some business opportunities seeking a business combination with us.

Our two officers and directors believe that any potential business combination opportunity must provide audited financial statements for review, for the protection of all parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the expenses associated with preparing audited financial statements.

16. Our president is also our principal shareholder and he will be able to approve all corporate actions without shareholder consent and will control our Company.

Our principal shareholder, Dean Konstantine, currently owns approximately 89.7% of our Common Stock. Because of this, he will have the controlling vote in all matters requiring approval by our shareholders, but not requiring the approval of the minority shareholders. In addition, he is now the Company’s President and a director. Because he is the majority shareholder, he will be able to elect all of the members of our board of directors, allowing him to exercise significant control of our affairs and management. In addition, he may transact corporate business requiring shareholder approval, including approval of the acquisition of, or merger with, an operating company, by written consent, without soliciting the votes of other shareholders.

17. Our Common Stock may never be publicly traded and holders may have no ability to sell their shares.

There is no established public trading market for our shares of Common Stock, and there is no assurance that our Common Stock will be accepted for listing on the OTC Bulletin Board or in any other trading system in the future. There can be no assurance that a market for our Common Stock will be established or that, if established, a market will be sustained. Therefore, if you purchase our Common Stock you may be unable to sell the shares. Accordingly, you should be able to bear the financial risk of losing your entire investment.

Only market makers can apply to quote securities. A market maker who desires to initiate quotations in the OTC Bulletin Board system must complete an application (Form 211) (unless an exemption is applicable) and by doing so, will have to represent that it has satisfied all applicable requirements of the Securities and Exchange Commission Rule 15c2-11 and the filing and information requirements promulgated under the Financial Industry Regulatory Authority ("Finra") Bylaws. The OTC Bulletin Board will not charge us a fee for being quoted on the service. Finra rules prohibit market makers from accepting any remuneration in return for quoting issuers' securities on the OTC Bulletin Board or any similar medium. Finra will review the market maker's application (unless an exemption is applicable). If cleared, it cannot be assumed by any investor that any federal, state or self-regulatory requirements other than certain Finra rules and Rule 15c2-11 have been considered by Finra. Furthermore, the clearance should not be construed by any investor as indicating that Finra, the Securities and Exchange Commission, or any state securities commission has passed upon the accuracy or adequacy of the documents contained in the submission.

The OTC Bulletin Board is a market maker or dealer-driven system offering quotation and trading reporting capabilities - a regulated quotation service - that displays real-time quotes, last-sale prices, and volume information in OTC equity securities. The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting market makers or dealers in stocks.

18. If our Common Stock does not meet blue sky resale requirements, certain shareholders may be unable to resell our Common Stock.

The resale of Common Stock must meet the blue sky resale requirements in the states in which the proposed purchasers reside. If we are unable to qualify the Common Stock and there is no exemption from qualification in certain states, the holders of the Common Stock or the purchasers of the Common Stock may be unable to sell them.

19. Our shareholders may face significant restrictions on the resale of our Common Stock due to state "blue sky" laws or if we are determined to be a "blank check" company.

There are state regulations that may adversely affect the transferability of our Common Stock. We have not registered our Common Stock for resale under the securities or "blue sky" laws of any state. We may seek qualification or advise our shareholders of the availability of an exemption. We are under no obligation to register or qualify our Common Stock in any state or to advise the shareholders of any exemptions.

Current shareholders, and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that there might be significant state restrictions upon the ability of new investors to purchase the Common Stock.

Blue sky laws, regulations, orders, or interpretations place limitations on offerings or sales of securities by "blank check" companies or in "blind-pool" offerings, or if such securities represent "cheap stock" previously issued to promoters or others. Our majority shareholder, because he received stock at a price of $.0001 for each share, may be deemed to hold "cheap stock." These limitations typically provide, in the form of one or more of the following limitations, that such securities are:

(a) Not eligible for sale under exemption provisions permitting sales without registration to accredited investors or qualified purchasers;

(b) Not eligible for the transaction exemption from registration for non-issuer transactions by a registered broker-dealer;

(c) Not eligible for registration under the simplified small corporate offering registration (SCOR) form available in many states;

(d) Not eligible for the "solicitations of interest" exception to securities registration requirements available in many states;

(e) Not permitted to be registered or exempted from registration, and thus not permitted to be sold in the state under any circumstances.

Virtually all 50 states have adopted one or more of these limitations, or other limitations or restrictions affecting the sale or resale of stock of blank check companies or securities sold in "blind pool" offerings or "cheap stock" issued to promoters or others. Specific limitations on such offerings have been adopted in:


Alaska	Nevada	Tennessee
Arkansas	New Mexico	Texas
California	Ohio	Utah
Delaware	Oklahoma	Vermont
Florida	Oregon	Washington
Georgia	Pennsylvania
Idaho	Rhode Island
Indiana	South Carolina
Nebraska	South Dakota

Any secondary trading market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or where the shares have been registered.

We do not have any legal opinions as it relates to whether we are a blind pool or blank-check company. The Securities and Exchange Commission have adopted a rule (Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. Certain jurisdictions may have definitions that are more restrictive than Rule 419. We have been informed that the Securities and Exchange Commission has cautioned that "it will scrutinize registered offerings for attempts to create the appearance that the registrant... has a specific business plan, in an effort to avoid the application of Rule 419." Provisions of Rule 419 apply to every registration statement filed under the Securities Act of 1933, as amended, relating to an offering by a blank-check company. We have never filed a registration statement under the Securities Act of 1933, as amended.

If we are later determined to be a so-called "blank check" company, it would be necessary for the Company to file a registration statement under the Securities Act of 1933, as amended, prior to the resale of the Common Stock, unless there exists a transactional or security exemption for such sale under the Securities Act of 1933, as amended or under Title 11 of the U.S. Code. Current shareholders and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that we are under no obligation to register the shares on behalf of our shareholders under the Securities Act of 1933, as amended.

The Company's officers, directors and majority shareholder have expressed their intentions not to engage in any transactions with respect to the Company's Common Stock except in connection with or following a business combination resulting in us no longer being defined as a blank check issuer. Any transactions in our Common Stock by said shareholders will require compliance with the registration requirements under the Securities Act of 1933, as amended.

20. Our Common Stock will be subject to significant restriction on resale due to federal penny stock restrictions.

The Securities and Exchange Commission has adopted rules that regulate broker or dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker or dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker or dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker or dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The penny stock rules also require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker or dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements will have the effect of reducing the level of trading activity in any secondary market for our stock, and accordingly, shareholders of our Common Stock will find it difficult to sell their securities, if at all.

21.

Due to our lack of financial resources we may not be able to pursue certain business combinations.

The Company will rely upon interest free loans or capital contributions from its president, Dean Konstantine, which he has agreed to make provided he is president at the time, to meet its expenses, including the expenses of pursuing a business combination. This is a voluntary agreement; Mr. Konstantine is not contractually obligated to make these loans or capital contributions. This financing agreement may have the effect of limiting potential business combination targets to those where the expense of a combination, to the Company and therefore to Mr. Konstantine, will be a consideration. To the extent the president has made loans to the Company to pursue a business combination, the only opportunity he will have for repayment of these loans will be from the business combination candidate. This may result in a conflict of interest as he may prefer a merger candidate which is more likely both to consummate the combination and to repay his loans over one which is less likely to do so.

ITEM 2. FINANCIAL INFORMATION

Selected Financial Data

The Company was organized on June 25, 2010 and therefore no significant historical financial information exists. The Company’s statement of operations for the period from June 25, 2010 (inception) through September 30, 2010 reflects the following:


		2010
Revenues		0
Expenses		1,115
Profit (Loss)		(1,115)

Management's Discussion and Analysis of Financial Condition and Results of Operations

1) Liquidity: The Company had no cash and no liquid instruments at September 30, 2010. It is anticipated that we will incur nominal expenses in the implementation of the business plan described herein. Because we have no cash with which to pay these anticipated expenses, the president of the Company has agreed to pay these charges with his personal funds, as interest free loans to the Company or as capital contributions, provided he is president of the Company at the time the obligation is incurred. However, this is a voluntary agreement; our president is not contractually obligated to pay these expenses. No loans have been made as of the date hereof.

2) Capital Resources: As noted above, the Company has no capital resources but will rely upon interest free loans or capital contributions from our president to meet its needs. Our president, Mr. Konstantine, has agreed to pay these charges with his personal funds, provided he is president of the Company at the time the obligation is incurred. However, this is a voluntary agreement; our president is not contractually obligated to pay these expenses.

3) Results of Operations: As noted above, the Company was recently organized and has conducted no operations other than organizational efforts and the preparation of this Form 10 and the audit of its financial statements.

4) Off-Balance Sheet Arrangements: The Company has no off balance sheet arrangements.

Information about Market Risk

The Company is not subject to fluctuations in interest rates, currency exchange rates, or other financial market risks. Our president has agreed to make capital contributions or extend interest free loans to the Company as needed to meet obligations, provided he is president of the Company at the time the obligation is incurred. However, this is a voluntary agreement; our president is not contractually obligated to pay these expenses. The Company has not made any sales, purchases, or commitments with foreign entities which would expose it to currency risks.

ITEM 3. DESCRIPTION OF PROPERTY

We presently utilize minimal office space at 16459 Pauhaska Place, Apple Valley, California. This space is provided to the Company by our president on a rent free basis, and it is anticipated that this arrangement will remain until such time as the Company successfully consummates a merger, acquisition or other business combination. Management believes that this arrangement will meet the Company's needs for the foreseeable future.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners and of Management.

The following table sets forth the security and beneficial ownership for each class of our equity securities for all of our officers and directors and for any person who is known to be the beneficial owner of more than five (5%) percent of the Company as of the date hereof.


	Name and	Amount and
	Address of	Nature of
	Beneficial	Beneficial	Percent
Title of Class	Owner	Owner	of Class


Common	Dean Konstantine	10,000,000	89.69%
	16459 Pauhaska Place
	Apple Valley, CA 92307

Common	Josephine Resma	30,000	0.27%
	12 Tintay’s Place
	Talamban Cebu
	Philippines

Common	All Officers and	10,030,000	89.96%
	Directors as a Group
	(two [2] individuals)

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Our directors and officers (and promoters, affiliates and control persons) are as follows:


Name	Age	Position
Dean Konstantine	57	President/CEO/Director
Josephine Resma	35	Secretary/Treasurer/CFO/Director

The above listed officers and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification, or until their successors have been duly elected and qualified. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. Officers of the Company serve at the will of the Board of Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.

Resumes

Dean Konstantine, age 57, has been the President, CEO, and a Director of the Company since it was incorporated. He was not an officer or director of AP Corporate Services, Inc. or of Nevada Health Scan LLC prior to AP’s bankruptcy filing. Mr. Konstantine is also the President, CEO, and a Director of E-Band Media, Inc. another reporting issuer and shell company in search of a merger or acquisition, and the Managing Director of Green Go Solar LLC, a company he formed in 2009 which is in the planning and permit stage of creating a 37 megawatt solar photo-voltaic generation plant on 160 acres of Mojave Desert property near Los Angeles. From 2001 to 2009 he was president of Konstantine Enterprises, a development Company building sustainable green buildings with integrated solar photo-voltaic energy generating systems for residential and commercial use. Prior to his work in solar energy he was a deputy sheriff, chief deputy sheriff, and for six years he served as President of the Riverside County Sheriff’s Association, the collective bargaining agent for approximately 2,500 members of the Riverside County Sheriff’s Department. He also served in the U.S. Marine Corps. As a green energy developer, Mr. Konstantine has negotiated numerous contracts and business relationships with organizations as large as Southern California Edison and the U.S. Bureau of Prisons and as small as sole proprietorships and homeowners, and as president of a Sheriff’s Association he represented approximately 2,500 peace officers in wage and benefit negotiations. We believe this experience will be invaluable in negotiating a business combination for the Company.

Josephine Resma, age 35, has been Secretary, Treasurer, CFO and a Director of the Company since it was incorporated. She was not an officer or director of AP Corporate Services, Inc. or of Nevada Health Scan LLC prior to AP’s bankruptcy filing. Ms. Resma is also the Secretary, Treasurer, CFO and a Director of E-Band Media, Inc. another reporting issuer and shell company in search of a merger or acquisition. Ms. Resma holds an accounting degree and is a Registered Nurse in the Philippines. Ms. Resma has worked as a nurse at the Cebu City Medical Center since January 2008. From 2006 until March, 2010 she was also a nursing student at the Asian College of Technology where in March, 2010 she received her Bachelor of Science in Nursing degree. From 2003 to 2006 she was general manager of Metro Cebu Manpower Resources, an employment agency, and from 2000 to 2003 she was chief financial officer of Joyres Manpower Agency, also an employment agency. She previously held administrative and trainee positions at a hotel. She earned a Bachelor of Science in Accountancy from the University of Cebu in 2000 and her B.S.N. from Asian College of Technology in 2010. We believe that her education and experience in accounting and as a chief financial officer will be invaluable to the Company as a reporting issuer.

Other Offerings

Both of the directors and officers named above are currently directors and officers of E-Band Media, Inc., a reporting issuer which is also a shell company in search of a merger or acquisition opportunity. Apart from E-Band Media, Inc., neither of our officers or directors has ever been involved with any other publicly traded companies or SEC registrants or any other blank check or shell companies in the past.

Conflicts of Interest

As noted immediately above, both of our officers and directors are officers and directors of another shell company in search of an acquisition opportunity. Since this is the exact same business as that in which this issuer is engaged, there is a potential conflict of interest in determining which company should be presented with an acquisition opportunity. The officers and directors have agreed to present all opportunities to E-Band Media, Inc. first because it became a reporting issuer before this issuer did. Thus, this issuer will not be able to complete a merger or acquisition until after E-Band Media, Inc. has done so.

Also as noted above, the Company’s president has agreed that he will pay the Company’s anticipated operating expenses with his personal funds, making interest free loans to the Company or capital contributions, provided he is president of the Company at the time the obligation is incurred. However, this is a voluntary agreement; Mr. Konstantine is not contractually obligated to pay this expense. Our two officers believe that because they are shareholders their primary interest is in finding an acquisition candidate that will bring greater value to their shares and to all shareholders. However, to the extent the president has made loans to the Company, the only opportunity which he will have for repayment of these loans will be from a prospective merger or acquisition candidate. This may result in a conflict of interest as he may prefer a merger candidate which will repay his loans over one which will not.

Also as noted above, the Company’s two officers and directors have other employment. These other businesses are not seeking mergers or acquisitions and have entirely different business plans from that of this Issuer. Consequently, there are no known potential conflicts of interest in these businesses, however there is a potential conflict of interest in the time which the officers and directors devote to this Company and to their other employment. We do not currently have an agreement as to the amount of time that will be devoted to the Company’s affairs, however our two officers and directors have stated that they will devote such time as they believe necessary to seeking out potential business combination targets for the Company. Our president will be primarily responsible for this and he currently expects to devote approximately five hours per week to this search after this registration statement becomes effective and after E-Band Media, Inc. has completed a business combination.

The officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities contemplated by the Company's plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to the Company, after first being made available to E-Band Media, Inc. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. However, all directors may still individually take advantage of opportunities if the Company should decline to do so.

ITEM 6. EXECUTIVE COMPENSATION.

The table below sets forth the compensation earned by our officers and directors since inception, June 25, 2010.

2010 Summary Compensation Table


				Stock	All Other
Name & Principal Position	Year	Salary	Bonus	Awards	Compensation	Total
(a)	(b)	(c)	(d)	(e)	(f)	(g)

Dean Konstantine	2010	0	0	$1,000	0	$1,000
President, CEO, Director
Josephine Resma	2010	0	0	$ 3	0	$ 3
Sec. Treas. CFO, Director

Neither of our two officers and directors has received any cash compensation for services rendered to the Company since its inception, nor are there any agreements in place or contemplated to provide cash compensation to any officer or director. Both officers received their shares in exchange for their services as officers. Neither received any additional shares in his/her capacity as a director of the Company. There are no plans to issue either of our officers any additional shares in the future, and there are no plans to issue any shares to these persons in their capacity as directors in the future.

The stock awards which our two officers received have been valued at the par value of the stock issued to them which is $0.0001 per share. There is currently no market for the Company’s securities, nor was there a market for them at the time these shares were granted. In the absence of any other reliable basis, management believes that valuing these shares at their par value is the most reasonable approach to valuation, and we believe this to have been the fair value of these awards as of the date of the grant.

Neither of our two directors or officers will receive any finders fee, either directly or indirectly, as a result of their respective efforts to implement the Company's business plan outlined herein and/or identify or negotiate a merger or acquisition for the Company.

We have no retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our two officers and directors, and we have no employees.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In June 2010 the Company issued 10,000,000 shares of Common Stock to Dean Konstantine in consideration of his services and for costs advanced in incorporating the Company. Also in June 2010 the Company issued 30,000 shares to Josephine Resma in consideration of her services. Also in June 2010 the Company issued 35,000 shares to Daniel Masters, the Company’s attorney, in consideration of his legal services. No independent evaluation was made of the value of the stock issued or the services rendered in these transactions. In each case, the stock issued was valued at $0.0001 per share, which is the par value of the shares. The basis for this valuation is discussed above under Item 6, Executive Compensation.

Both of our officers and directors, Dean Konstantine and Josephine Resma, should be considered promoters of the Company because they have been officers and directors of the Company since its incorporation and, in Mr. Konstantine’s case, because of his ownership of 10,000,000 shares of our common stock.

ITEM 8. LEGAL PROCEEDINGS.

There is no litigation pending or threatened by or against the Company.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) Market Price.

There is no trading market for our Common Stock at present and there has been no trading market to date. We do not have a trading symbol. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. The Company intends to request a broker-dealer to make application to Finra to have the Company's securities traded on the OTC Bulletin Board System or published, in print and electronic media or either, in the Pink Sheets, LLC ("Pink Sheets"), however there is no assurance that a broker-dealer will agree to make such application or, if one does, that Finra will provide us with a symbol.

The Securities and Exchange Commission adopted Rule 15g-9, which established the definition of a "penny stock," for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

For the initial listing in the NASDAQ SmallCap market, a company must have net tangible assets of $4 million or market capitalization of $50 million or a net income (in the latest fiscal year or two of the last fiscal years) of $750,000, a public float of 1,000,000 shares with a market value of $5 million. The minimum bid price must be $4.00 and there must be 3 market makers. In addition, there must be 300 shareholders holding 100 shares or more, and the company must have an operating history of at least one year or a market capitalization of $50 million.

For continued listing in the NASDAQ SmallCap market, a company must have net tangible assets of $2 million or market capitalization of $35 million or a net income (in the latest fiscal year or two of the last fiscal years) of $500,000, a public float of 500,000 shares with a market value of $1 million. The minimum bid price must be $1.00 and there must be 2 market makers. In addition, there must be 300 shareholders each holding 100 shares or more.

Our two officers and directors intend to strongly consider undertaking a transaction with a merger or acquisition candidate that will allow the Company's securities to be traded on NASDAQ or some other national market. However, there can be no assurance that, upon a successful merger or acquisition, the Company will qualify its securities for listing on NASDAQ or some other national exchange, or, if it does, that it will be able to maintain the maintenance criteria necessary to insure continued listing. The failure of the Company to qualify its securities or to meet the relevant maintenance criteria after such qualification in the future may result in the inability of the Company's securities to trade on a national exchange. In such events, trading, if any, in the Company's securities may then continue in the non-NASDAQ over-the-counter market. As a result, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the Company's securities.

There are currently 11,150,000 of the Company’s common shares currently issued and outstanding. In addition there are 5,000,000 warrants to purchase common shares currently issued and outstanding. Each one warrant entitles the holder to purchase one common share of our stock. Thus the 5,000,000 warrants may, if exercised, result in the issuance of 5,000,000 common shares of our stock.

Of the 11,150,000 common shares currently issued and outstanding, 10,075,000 are restricted shares. None of these shares are eligible for resale absent registration or an exemption from registration. The Company has no plan to register these shares and the exemption from registration provided by Rule 144 is not available for these shares pursuant to Rule 144(i).

(b) Holders.

There are ninety-six (96) shareholders of record of the Company's Common Stock. Ninety-three (93) of these shareholders received their shares as a result of the bankruptcy of AP Corporate Services, Inc. In that case the Bankruptcy Court for the Central District of California ordered certain shares of the Company’s stock to be distributed to the creditors of AP Corporate Services, Inc.

The Company has not paid any cash dividends to date, and has no plans to do so in the immediate future.

(d) Securities authorized for issuance under equity compensation plans.

The Company has not authorized the issuance of any securities under any compensation plan.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

(a) Securities issued in bankruptcy.

1,085,000 shares of our common stock were distributed to 93 shareholders by order of the U.S. Bankruptcy Court for the Central District of California as part of the confirmed Plan of Reorganization of AP Corporate Services, Inc. (the “Debtor”). Plans for a joint venture to build and operate an MRI facility were developed by the Debtor through a subsidiary prior to the bankruptcy. The Court ordered the incorporation of the Issuer, the assignment to it of the plans to develop the MRI business, and ordered the Issuer’s securities to be distributed to creditors of the Debtor in partial satisfaction of their claims against the Debtor and in order to enhance the creditors’ opportunity for recovery.

5,000,000 warrants to purchase shares of our common stock were also distributed to creditors of the Debtor as part of the confirmed Plan of Reorganization. The warrants consist of 1,000,000 “A Warrants” each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 “C Warrants” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “D Warrants” each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 “E Warrants” each convertible into one share of common stock at an exercise price of $5.00. All warrants are currently exercisable and may be exercised at any time prior to January 4, 2014. These warrants may also be converted to common shares, in whole or in part, without payment of the exercise price, in which case they shall be converted into that number of shares of Common Stock of the Company determined by dividing (a) the aggregate fair market value, as of the date of conversion, of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants to be converted minus the aggregate Warrant Price of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants by (b) the said fair market value of one share of the Common Stock of the Company. For the purposes of conversion of these Warrants, fair market value shall be the value determined in accordance with the following provisions:

If the Common Stock of the Company is not at the time listed or admitted on any stock exchange but is traded on the Nasdaq National Market System or SmallCap Market or is quoted on the OTC Bulletin Board, the fair market value shall be the closing selling price per share of such common stock on the date in question, as such price is reported by the National Association of Securities Dealers through, in order of preference, the Nasdaq National Market System, the SmallCap Market, or the OTC Bulletin Board, or any successor system. If there is not a closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.

If the common stock is at the time listed or admitted to trading on any stock exchange, the fair market value shall be the closing selling price per share of such common stock on the date in question on the stock exchange determined by the Board of Directors of the Company to be the primary market for such common stock, as such price is officially quoted in the composite tape of transactions on the exchange. If there is no closing selling price for such common stock on the date in question then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.

If the common stock is at the time neither listed nor admitted to trading on any exchange nor traded on the Nasdaq National Market System nor the SmallCap Market, nor traded on the OTC Bulletin board, then such fair market value shall be determined by the Board of Directors of the Company after taking into account such factors as the Board of Directors of the Company shall deem appropriate.

The issuance of the 1,085,000 shares of common stock and the 5,000,000 warrants to purchase a total of 5,000,000 shares of common stock were issued in exchange for claims against the estate of AP Corporate Services, Inc. and were exempt from registration under the Securities Act of 1933, as amended, because they were issued under section 1145 of the Bankruptcy Code (Title 11 of the U.S. Code). In addition, we may have also relied upon section 3(a)(7) of the Securities Act of 1933 as a transaction ordered by a court as part of a bankruptcy reorganization.

(b) Securities issued in a private placement.

On June 25, 2010 the Company issued 10,065,000 restricted shares of its common stock to its two officers and its attorney (10,000,000 shares to its President, Dean Konstantine, 30,000 shares to its Secretary, Josephine Resma, and 35,000 shares to its attorney, Daniel Masters, all at par value (0.0001 per share) or a total of $1,007. We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuance. We believed that Section 4(2) was available because:

- The issuance involved no underwriter, underwriting discounts or commissions;

- We placed restrictive legends on all certificates issued;

- No sales were made by general solicitation or advertising;

- Sales were made only to accredited investors.

In connection with the above transactions, we provided the following to the investor:

- Access to all our books and records.

- Access to all material contracts and documents relating to our operations.

- The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

The Company's authorized capital stock consists of 100,000,000 Common Shares, par value $0.0001 per share, and 20,000,000 Preferred Shares, par value $0.0001 per share. We have no other class of equity securities authorized, and we have no debt securities presently authorized. We have 11,150,000 Common Shares issued and outstanding as of the date of this filing and no Preferred Shares issued and outstanding as of the date of this filing. We also have warrants outstanding which are convertible into an additional 5,000,000 Common Shares. The warrants are currently exercisable and may be exercised or converted at any time prior to January 4, 2014.

All shares of our Common Stock have equal voting rights and, when validly issued and outstanding, are entitled to one vote per share in all matters to be voted upon by shareholders. The shares of Common Stock have no preemptive, subscription, conversion or redemption rights. Cumulative voting in the election of directors is not permitted, which means that the holders of a majority of the issued and outstanding shares of Common Stock represented at any meeting at which a quorum is present will be able to elect the entire Board of Directors if they so choose and, in such event, the holders of the remaining shares of Common Stock will not be able to elect any directors. In the event of liquidation of the Company, each shareholder is entitled to receive a proportionate share of the Company's assets available for distribution to shareholders after the payment of liabilities and after distribution in full of preferential amounts, if any. Holders of the Common Stock are entitled to share pro rata in dividends and distributions with respect to the Common Stock, as may be declared by the Board of Directors out of funds legally available therefor. Our Board of Directors is authorized to issue our Preferred Stock in series and to fix the designation, powers, preferences, and rights of the shares of each such series and the qualifications, limitations, or restrictions thereof.

In addition to the 11,150,000 Common Shares which we currently have outstanding there are 5,000,000 warrants outstanding, each of which is convertible into one share of our Common Stock. These consist of 1,000,000 “A Warrants” each convertible in to one share of common stock at an exercise price of $1.00; 1,000,000 “B Warrants” each convertible in to one share of common stock at an exercise price of $2.00; 1,000,000 “C Warrants” each convertible in to one share of common stock at an exercise price of $3.00; 1,000,000 “D Warrants” each convertible in to one share of common stock at an exercise price of $4.00; and 1,000,000 “E Warrants” each convertible in to one share of common stock at an exercise price of $5.00.

These warrants may also be converted to common shares, in whole or in part, without payment of the exercise price, in which case they shall be converted into that number of shares of Common Stock of the Company determined by dividing (a) the aggregate fair market value, as of the date of conversion, of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants to be converted minus the aggregate Warrant Price of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants by (b) the said fair market value of one share of the Common Stock of the Company. For the purposes of conversion of these Warrants, fair market value shall be the value determined in accordance with the following provisions:

All of the warrants are currently exercisable; they will expire if unexercised on January 4, 2014 unless extended by vote of the Board of Directors. All of these warrants were issued to creditors of AP Corporate Services, Inc. by order of the Bankruptcy Court as part of the Chapter 11 Plan of Reorganization of AP Corporate Services. The warrants were distributed under an exemption from registration provided by Section 1145 of Title 11 of the U.S. Code (the Bankruptcy Code).

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Except for acts or omissions which involve intentional misconduct, fraud or known violation of law, there shall be no personal liability of a director or officer to the Company, or to its stockholders for damages for breach of fiduciary duty as a director or officer. The Company may indemnify any person for expenses incurred, including attorneys fees, in connection with their good faith acts if they reasonably believe such acts are in and not opposed to the best interests of the Company and for acts for which the person had no reason to believe his or her conduct was unlawful. The Company may indemnify the officers and directors for expenses incurred in defending a civil or criminal action, suit or proceeding as they are incurred in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount of such expenses if it is ultimately determined by a court of competent jurisdiction in which the action or suit is brought that such person is not fairly and reasonably entitled to indemnification for such expenses.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Company’s audited financial statements are attached hereto.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There are no disagreements with the findings of our accountant.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

The Company’s audited financial statements as of September 30, 2010 are filed herewith.

Exhibit:


3.1	Articles of Incorporation	Filed herewith

3.2	Bylaws	Filed herewith

4.1	Form of “A” Warrant Agreement	Filed herewith

4.2	Form of “B” Warrant Agreement	Filed herewith

4.3	Form of “C” Warrant Agreement	Filed herewith

4.4	Form of “D” Warrant Agreement	Filed herewith

4.5	Form of “E” Warrant Agreement	Filed herewith

23.1	Consent of Stan J. H. Lee, CPA	Filed herewith

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 21, 2010

NEVADA HEALTH SCAN, INC.

By: /s/ Dean Konstantine

Dean Konstantine

President, CEO and Director

By: /s/ Josephine Resma

Josephine Resma

CFO, Secretary, and Director

NEVADA HEALTH SCAN, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

September 30, 2010


FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheet	F-3

Statement of Operations	F-4

Statement of Changes in Stockholders’ Equity	F-5

Statement of Cash Flows	F-6

Notes to Financial Statements	F-7

F-1

Stan J.H. Lee, CPA

2160 North Central Rd. Suite 203 t Fort Lee t NJ 07024

P.O. Box 436402 t San Ysidro t CA 92143-9402

619-623-7799 t Fax 619-564-3408 t E-mail) stan2u@gmail.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Nevada Health Scan, Inc.

We have audited the accompanying balance sheet of Nevada Health Scan ,Inc. (the “Company”) (a development stage enterprise) as of September 30, 2010, and the related statements of operations, stockholders’ deficit and cash flows for the period from June 25, 2010 (inception) to September 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nevada Health Scan, Inc. as of September 30, 2010, and the results of its operations and its cash flows for the period from June 25, 2010 (inception) to September 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company would continue as a going concern. As discussed in the note to the financial statements, the Company has not generated profits to date and lacks the liquidity which raises substantial doubt as to its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Stan J.H. Lee, CPA

Stan J.H. Lee, CPA

December 14 2010

Fort Lee, New Jersey

F-2

NEVADA HEALTH SCAN, INC.

(A Development Stage Company)

BALANCE SHEET


			As of
			Sept. 30, 2010
ASSETS

Assets
	Cash	$	-

TOTAL ASSETS			-

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

	TOTAL LIABILITIES	$	-

STOCKHOLDERS’ EQUITY (DEFICIT)

	Common stock, $0.0001 par value:
	100,000,000 shares authorized,
	11,100,000 shares issued and outstanding
	as of September 30, 2010		1,110

	Preferred stock, $0.0001 par value:
	20,000,000 shares authorized,
	no shares issued and outstanding
	as of September 30, 2010		-

	Deficit accumulated during the development stage		(1,110)

	TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)		-

	TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	-

See Notes to Financial Statements

F-3

NEVADA HEALTH SCAN, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS


		Period From
		June 25, 2010
		(Inception) to
		Sept. 30, 2010

REVENUE	$	-
Total Revenue		-

EXPENSES
Professional
General & Admin Expense		1,110
Operating Expense		1,110

OPERATING INCOME (LOSS)		(1,110)

OTHER INCOME (EXPENSE)

Current Income Tax		-
Income Tax Benefit		-

NET INCOME (LOSS)	$	(1,110)

Basic & Diluted (Loss) per Share		(0.00)
Weighted average number of common shares outstanding		11,100,000

See Notes to Financial Statements

F-4

NEVADA HEALTH SCAN, INC.

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

From inception June 25, 2010 to September 30, 2010


							Accumulated
					Additional		During the		Total
	Common Stock				Paid-in		Development		Stockholders
	Shares		Amount		Capital		Stage		Equity

Common Stock Issued
Per Court Order
June 25, 2010	1,085,000	$	108	$	0	$	-	$	108

Common Stock Issued
To Officers
June 25, 2010	10,015,000		1,002		0		-		1,002

Net loss for period
Ended Sept 30, 2010	-		-		-		(1,110)		(1,110)

Balance, Sept 30, 2010	11,100,000	$	1,110	$	0	$	(1,110)	$	-

See Notes to Financial Statements

F-5

NEVADA HEALTH SCAN, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS


		Period From
		June 25, 2010
		(inception) thru
		Sept 30, 2010

Cash Flows From Operating Activities

Net Income (Loss)	$	(1,110)

Adjustments to reconcile net income (loss) to net cash (used in) operations		-

Common stock issuance for service		1,110

Changes in operating assets and liabilities		-

Net Cash provided by (used in) operations		0

Cash Flows From Investing Activities

Net cash provided by investing activities		-

Cash Flows From Financing Activities

Net cash provided by financing activities		0

Net increase (decrease)		0

Cash beginning of period		-

Cash end of period	$	-

Noncash Financing Activities:

Common stock issued for service	$	1,110

Supplemental Disclosures of Cash Flow Information

Interest paid	$	-
Income taxes paid	$	-

See Notes to Financial Statements

F-6

NEVADA HEALTH SCAN, INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2010

NOTE 1. NATURE AND BACKGROUND OF BUSINESS

Nevada Health Scan, Inc. (“the Company” or “the Issuer”) was organized under the laws of the State of Delaware on June 25, 2010. The Company was established as part of the Chapter 11 reorganization of AP Corporate Services, Inc. (“AP”). Under AP’s Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company was incorporated to: (1) receive and own any interest which AP had in the development of an MRI scanning facility; and (2) issue shares of its common stock to AP’s general unsecured creditors, to its administrative creditors, and to its shareholders.

Management believes the Company lacks the resources to effectively develop such an MRI facility on its own at this time and is therefore engaged in a search for a strategic business partner or a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders. The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. BASIS OF ACCOUNTING

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a September 30 year-end.

b. BASIC EARNINGS PER SHARE

The Company computes net income (loss) per share in accordance with the FASB Accounting Standards Codification (“ASC”). The ASC specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

c. ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

d. CASH and CASH EQUIVALENT

For the Balance Sheet and Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents.

e. REVENUE RECOGNITION

The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience.

f. STOCK-BASED COMPENSATION

The Company records stock-based compensation in accordance with the FASB Accounting Standards Classification using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

F-7

g. INCOME TAXES

Income taxes are provided in accordance with the FASB Accounting Standards Classification. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

h. IMPACT OF NEW ACCOUNTING STANDARDS

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

NOTE 3. GOING CONCERN

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The president has committed to advancing certain operating costs of the Company.

Management plans to seek a strategic business partner or a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders. Management has yet to identify any of these and there is no guarantee that the Company will be able to identify such opportunities in the future.

NOTE 4. STOCKHOLDERS' EQUITY COMMON STOCK

The authorized share capital of the Company consists of 100,000,000 shares of common stock with $0.0001 par value, and 20,000,000 shares of preferred stock also with $0.0001 par value. No other classes of stock are authorized.

COMMON STOCK: As of September 30, 2010, there were a total of 11,100,000 common shares issued and outstanding.

The Company’s first issuance of common stock, totaling 1,085,000 shares, took place on June 25, 2010 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. (“AP”). The Court ordered the distribution of shares in Nevada Health Scan, Inc. to all general unsecured creditors of AP, with these creditors to receive their pro rata share (according to amount of debt held) of a pool of 80,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all shareholders of AP, with these shareholders to receive their pro rata share (according to number of shares held) of a pool of 5,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all administrative creditors of AP, with these creditors to receive one share of common stock in the Company for each $0.10 of AP’s administrative debt which they held.

The Court also ordered the distribution of warrants in the Company to all administrative creditors of AP, with these creditors to receive five warrants in the Company for each $0.10 of AP’s administrative debt which they held. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 “A Warrants” each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 “C Warrants” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “D Warrants” each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 “E Warrants” each convertible into one share of common stock at an exercise price of $5.00. All warrants are exercisable at any time prior to January 4, 2014. This warrant distribution also took place on June 25, 2010.

Also on June 25, 2010 the Company issued a total of 10,015,000 common shares in a private placement. The shares were issued for services and costs advanced at par value, which is $0.0001 per share.

As a result of these issuances there were a total 11,100,000 common shares issued and outstanding, and a total of 5,000,000 warrants to acquire common shares issued and outstanding, at September 30, 2010.

PREFERRED STOCK: The authorized share capital of the Company includes 20,000,000 shares of preferred stock with $0.0001 par value. As of September 30, 2010 no shares of preferred stock had been issued and no shares of preferred stock were outstanding.

F-8

NOTE 5. INCOME TAXES

The Company has had no business activity and made no U.S. federal income tax provision since its inception on June 25, 2010.

NOTE 6. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The president of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The two officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 7. WARRANTS AND OPTIONS

On June 25, 2010 (inception), the Company issued 5,000,000 warrants exercisable into 5,000,000 shares of the Company’s common stock. These warrants were issued per order of the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. (“AP”) to the administrative creditors of AP. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 “A Warrants” each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 “C Warrants” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “D Warrants” each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 “E Warrants” each convertible into one share of common stock at an exercise price of $5.00. All warrants are exercisable at any time prior to January 4, 2014. As of the date of this report, no warrants have been exercised.

The fair value of these warrants was estimated at the date of the Company’s inception, June 25, 2010, which was also the date of the grant, using the Black-Scholes Option Pricing Model with current value of the stock at $0.0001 (par value) since there is no market for the stock at the time; dividend yield of 0%; risk-free interest rate of 1.96% (5 year Treasury Note rate at the issue date); and expiration date of 3.5 years. Since the stock does not trade, and since its par value is $0.0001, the fair value of the warrants came out to be zero.

NOTE 8. COMMITMENT AND CONTINGENCY

There is no commitment or contingency to disclose during the period ended September 30, 2010.

NOTE 9. SUBSEQUENT EVENTS

There are no events subsequent to September 30, 2010 to report.

F-9

EXHIBIT 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:36 PM 06/25/2010

FILED 04:36 PM 06/25/2010

SRV 100693027 – 4841319 FILE

Certificate Of Incorporation

Nevada Health Scan, Inc.

FIRST: The name of the corporation shall be: Nevada Health Scan, Inc.

SECOND: The address of its registered office in the State of Delaware is 1201 Orange Street, Suite 600 in the City of Wilmington, County of New Castle, 19899. The name of its registered agent at such address is InCorp Services, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall have the authority to issue one hundred million shares of common stock with a par value of $0.0001 and twenty million shares of preferred stock with a par value of $0.0001. The preferred stock may be issued in series, each of which may have such voting powers and such designations, preferences and relative, participating, optional or other special rights, and qualifications, or restrictions thereof, as shall be stated in the resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by this provision of its certificate of incorporation.

FIFTH: The name and mailing address of the incorporator is Daniel C. Masters, Attorney at Law, P. O. Box 66, La Jolla, California 92038.

SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the corporation.

SEVENTH: No director of the corporation shall be personal liable to the corporation or its shareholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law, (a) for breach of the director's duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) pursuant to Section 174 of the Delaware General Corporation Law, or (d) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed and signed and acknowledged this certificate of incorporation this 25 ^th day of June, 2010.

BY: /s/ Daniel C. Masters

Incorporator

NAME: Daniel C. Masters

Attorney at Law

EXHIBIT 3.2

CORPORATE BY-LAWS

NEVADA HEALTH SCAN, INC.

OFFICES

I - The registered office of the corporation shall be in the State of Delaware. The resident agent in charge thereof shall be appointed by the Board of Directors. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

CORPORATE SEAL

2. The corporation may transact any and all business without the need for a corporate seal. If a seal is required by law, the corporation may use a facsimile where inscribed therein is the name of the corporation, the year of its incorporation, and the words “Corporate Seal, Delaware". In its discretion, the Board is permitted to acquire and use a true seal setting forth the information noted above.

MEETING OF STOCKHOLDERS

3. The annual meeting of stockholders for the election of directors shall be held on a day during the first six months of each fiscal year, at a time, and at a place all as set by the Board of Directors. At said meeting the stockholders shall elect by plurality vote, a Board of Directors, and may transact such other business as may come before the meeting.

4. Special meetings of the stockholders may be called at any time by the President, and shall be called by the President or Secretary on the request in writing of a majority of the directors or at the request in writing of a majority in voting interest of stockholders entitled to vote.

5. All meetings of the stockholders for the elections of directors shall be held at the office of the corporation in the State of Delaware, or at such other place as may be fixed by the Board of Directors, provided that at least ten days' notice be given to the stockholders of the place so fixed. All other meetings of the stockholders shall be held at such place or places, within or without the State of Delaware, as may from time to time be fixed in the notices or waivers of notice thereof.

6. Stockholders of the corporation entitled to vote shall be such persons as are registered on the stock transfer books of the corporation as owners of stock. The Board of Directors may set a record date for annual meetings, but such record date may not be more than 45 days prior to the annual meeting.

7. A complete list of stockholders entitled to vote, arranged in alphabetical order, shall be prepared by the Secretary or Transfer Agent and shall be open to the examination of any stockholder at the place of election during the whole time of the election.

8. Each stockholder entitled to vote shall, at every meeting of the stockholders, be entitled to one vote for each share held. Each stockholder entitled to vote may vote in person or by proxy signed by the stockholder, but no proxy shall be voted on or after three years from its date, unless it provides for a longer period. Such right to vote shall be subject to the right of the Board of Directors to fix a record date for stockholders as provided by these By-Laws.

9. The holders of 30% of the stock issued and outstanding and entitled to vote at a meeting of the stockholders, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

10. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question properly brought before such meeting, unless the question is one which by express provision of the statutes of the State of Delaware or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

11. Notice of all meetings shall be mailed by the Secretary to each stockholder of record entitled to vote at his last known post office address, for annual meetings fifteen days and for special meetings ten days prior thereto.

12. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

13. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of voters that would be necessary to authorize or take such action at a. meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent, shall be given to those stockholders who have not consented in writing.

DIRECTORS

14. The property and business of the corporation shall be managed and controlled by the Board of Directors.

15. The directors shall hold office until the next annual election and until their successors are elected and qualified. Directors shall be elected by the stockholders, except that if there be any vacancies on the Board of Directors by reason of death, resignation, or otherwise, or if there be any newly created directorships resulting from any increase in the number of directors, such vacancies or newly created directorships may be filled for the unexpired term by a majority of the directors then in office, though less than a quorum.

POWERS OF DIRECTORS

16. The Board of Directors shall have all such powers as may be exercised by directors of a Delaware corporation, subject to the provisions of the statutes of Delaware, the Certificate of Incorporation, and the By-Laws.

MEETINGS OF DIRECTORS

17. After each annual election of directors, the newly elected directors may meet for the purpose of organization, the election of officers, and the transaction of other business, at such time and place as shall be fixed by the stockholders at the annual meeting, and, if a majority of the directors be present at such place and time, no prior notice of such meeting will be required to be given to the directors. The place and time of such meeting may also be fixed by written consent of the directors.

18. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

19. Special meetings of the directors may be called by the president on two days' notice in writing or on one days notice by telegram to each director and shall be called by the president in like manner on the written request of two directors.

20. Special meetings of the directors may be held within or without the State of Delaware at such place as is indicated in the notice or waiver of notice thereof.

21. A majority of the directors in office at the time of any regular or special meeting shall constitute a quorum.

22. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

23. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear one another, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES

24. The Board of Directors may, by resolution, create committees from time to time, which committees shall have and may exercise all the powers and authority of the Board of Directors to manage the business and affairs of the corporation. However, the committees shall not have the power to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, amend the By-Laws of the corporation; and, unless a resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power to declare a dividend or authorize the issuance of stock.

INDEMNIFICATION

25. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

OFFICERS OF THE CORPORATION

26. The officers of the corporation shall be a president, a secretary, a treasurer, and such other officers as may from time to time be chosen by the Board of Directors. All offices may be held by the same person.

27. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer chosen or appointed by the Board of Directors may be removed either with or without cause at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole Board of Directors.

28. In case of the absence or disability of any officer of the corporation, or for any other reason deemed sufficient by a majority of the Board of Directors, the duties of that officer may be delegated by the Board of Directors to any other officer or to any director.

INDEMNIFICATION

29. The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise. Such indemnification shall apply both as to action in his official capacity of one holding office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.”

SECRETARY

30. The secretary shall attend all meetings of the corporation, the Board of Directors, and its committees. He shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. He shall have custody of the corporate seal of the corporation and shall have authority to affix the seal to any instrument requiring it and when so affixed, it may be attested by his signature. He shall give proper notice of meetings of stockholders and directors and shall perform other such duties as shall be assigned to him by the president or the Board of Directors.

TREASURER

31. The treasurer shall have custody of the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation. He shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

32. The treasurer shall disburse such funds of the corporation as may be ordered by the Board or the president, taking proper vouchers for such disbursements, and shall render to the president and directors, whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation, and at the regular meeting of the Board next preceding the annual members meeting, a like report for the preceding year.

33. The treasurer shall keep an account of stock registered and transferred in such manner subject to such regulations as the Board of Directors may prescribe.

34. The treasurer shall give the corporation a bond if required by the Board of Directors in such sum and with security satisfactory to the Board of Directors for the faithful performance of the duties of his office and the restoration to the corporation, in the case of his death, resignation, or removal from office, of all books, paper, vouchers, money and other property of whatever kind in his possession, belonging to the corporation. He shall perform such other duties as the Board of Directors or executive committee may from time to time prescribe or require.

PRESIDENT

35. The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the stockholders and the Board of Directors, and shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

36. The president shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

STOCKS

37. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the president or secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares, and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefore, and the amount paid thereon, shall be specified.

38. Any or all of the signatures on the certificates may be facsimile.

39. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming their certificate of stock to be lost, stolen or destroyed. The Board of Directors may, in its discretion and as a condition precedent to the issuance thereof; require the owner of such lost, stolen, or destroyed certificate or certificates to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

CHECKS

40. All checks, drafts, or orders for the payment of money shall be signed by the treasurer or by such other officer or officers as the Board of Directors may from time to time designate. No check shall be signed in blank.

BOOKS AND RECORDS

41 The Books, accounts, and records of the corporation, except as otherwise required by the laws of the State of Delaware, may be kept within or without the State of Delaware, at such place or places as may from time to time be designated by the By-Laws or by the resolutions of the directors.

NOTICES

42 Notice required to be given under the provisions of these By-Laws to any director, officer or stockholder, shall not be construed to mean personal notice, but may be given in writing by depositing the same in a post office or letter box, in a post-paid sealed wrapper, addressed to such stockholder, officer, or director at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall thus be mailed. Any stockholder, officer, or director, may waive, in writing, any notice required to be given under these By-Laws, whether before or after the time stated therein.

DIVIDENDS

43. Dividends upon the capital stock of the corporation, subject to the Certificate of incorporation, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation.

44. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the best interest of the corporation. The directors may modify or abolish any such reserve in the manner by which it was created.

FISCAL YEAR

45. The fiscal year of the corporation shall be determined by the Board of Directors.

AMENDMENT OF BY-LAWS

46. These By-Laws may be amended, altered, repealed, or added to at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting called for that purpose, by affirmative vote of a majority of the stockholders entitled to vote, or by affirmative vote of a majority of the whole board, as the case may be.

47. Any and all disputes and controversies by and between the shareholders or the directors arising out of or with respect to the business of or affecting the affairs of the corporation, which disputes and controversies cannot be resolved under the terms of the corporate By-Laws or Certificate of Incorporation, because of a tie vote or deadlock between the directors and shareholders shall be settled by arbitration in the following manner. Each side of the dispute shall be entitled to name one arbitrator and both arbitrators so named shall together agree upon a third arbitrator, with the findings of the arbitration panel to be binding upon all parties to the dispute. Unless otherwise mutually agreed by the parties the arbitration shall take place in accordance with and subject to the provisions of the Delaware Uniform Arbitration Act., 10 Del. C. "5701 et.seq.

EXHIBIT 4.1

NEVADA HEALTH SCAN, INC.

(A Delaware Corporation)

“A” WARRANT CERTIFICATE

WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________

CLASS “A” WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON STOCK OF NEVADA HEALTH SCAN, INC. THESE SECURITIES WERE ISSUED EXEMPT FROM REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.

FOR VALUE RECEIVED, Nevada Health Scan, Inc. (the "Company"), a Delaware corporation, hereby certifies that _________________________________ the registered holder hereof, or registered assigns, (the "Holder") subject to the terms and conditions hereinafter set forth, and at any time during the period beginning on the date hereof and ending on January 4, 2014, is entitled to:

Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $1.00 per share of such Common Stock (the "Warrant Price") or

Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at such price as may be determined by vote of the Board of Directors, provided that such price is not higher than $1.00 per share of such Common Stock.

Convert these Warrants, in whole or in part, into that number of shares of Common Stock of the Company determined by dividing (a) the aggregate fair market value, as of the date of conversion, of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants to be converted minus the aggregate Warrant Price of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants by (b) the said fair market value of one share of the Common Stock of the Company. For the purposes of conversion of these Warrants, fair market value shall be the value determined in accordance with the following provisions:

Upon exercise or conversion of these Warrants, the registered Holder hereof shall surrender to the stock transfer agent of the Company this Warrant Certificate together with a letter identifying the number of warrant shares being exercised or converted, the address to which the share certificate should be sent, and a certified check or bank draft payable to the order of the Company.

In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.

The Company covenants and agrees that shares of Common Stock which may be delivered upon the exercise or conversion of this Warrant will, upon delivery, be free from all taxes, liens and charges with respect to the purchase thereof hereunder.

This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.

The Company agrees at all times to reserve or hold available a sufficient number of shares of its Common Stock to cover the number of shares issuable upon the exercise or conversion of this and all other Warrants of like tenor then outstanding.

This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company, or to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue in respect of this Warrant or the interest represented hereby, or the shares which may be acquired hereunder, until or unless, and except to the extent that this Warrant shall be exercised or converted, and the Common Stock which may be acquired upon exercise or conversion thereof shall become deliverable.

10.

The Warrants are not redeemable nor cancellable by the Company.

11.

This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to acquire the number of shares which, may be acquired hereunder, each of such new Warrants to represent the right to acquire such number of shares as may be designated by the registered Holder at the time of such surrender.

12.

The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.

13.

Notwithstanding any other provision governing the Warrants, if as of the date of exercise, the Company has registered its Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended, the Holder may not exercise these Warrants to the extent that immediately following such exercise the Holder would beneficially own more than 4.99% of the outstanding Common Stock of the Company. For this purpose, a representation of the Holder that following such exercise it would not beneficially own more than 4.99% of the outstanding Common Stock of the Company shall be conclusive and binding upon the Company.

14.

The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:

If the Company shall at any time subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased in each instance.

If the Company shall distribute to all of the holders of its shares of Common Stock any security (except as provided in the preceding paragraph) or other assets (other than a distribution made as a dividend payable out of earnings or out of any earned surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company), the Board of Directors shall be required to make such equitable adjustment in the Warrant Price in effect immediately prior to the record date of such distribution as may be necessary to preserve to the Holder of this Warrant rights substantially proportionate to those enjoyed hereunder by such Holder immediately prior to the happening of such distribution. Any such adjustment shall become effective as of the day following the record date for such distribution.

Whenever the number of shares of Common Stock which may be acquired upon the exercise of this Warrant is required to be adjusted as provided herein, the Warrant Price shall be adjusted (to the nearest cent) in each instance by multiplying such Warrant Price immediately prior to such adjustment by a fraction the numerator of which shall be the number of shares of Common Stock which may be acquired hereunder upon the exercise of the Warrants immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock which may be acquired hereunder immediately thereafter.

In case of any reclassification of the outstanding shares of Common Stock, other than a change covered by paragraph (14a) above or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other that a consolidation merger in which the Company is the continuing corporation and which does not result in any reclassification or capital reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expirations of the respective rights of exercise of the Warrant) to receive upon the exercise thereof using the same aggregate Warrant Price applicable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property receivable upon such reclassification, capital reorganization, merger or consolidation, or upon the dissolution following any sale or other transfer, which a holder of the number of shares of Common Stock of the Company would obtain upon exercise of the Warrants immediately prior to such event; and if any classification also results in a change in shares of Common Stock covered by paragraph (14a) above, then such adjustment shall be made pursuant to both paragraph (14a) above and this paragraph (14d). The provisions of this paragraph (14d) shall similarly apply to successive reclassifications, or capital reorganizations, mergers or consolidations, sales or other transfers.

In case of the dissolution, liquidation or winding-up of the Company, all rights under any of the Warrants not theretofore exercised nor converted nor expired by their terms shall terminate on a date fixed by the Company, such date so fixed to be not earlier than the date of the commencement of the proceedings for such dissolution, liquidation or winding-up and not later than thirty (30) days after such commencement date. Notice of the termination of purchase rights shall be given to the registered Holder of this Warrant as the same shall appear on the books of the Company, by certified or registered mail at least thirty (30) days prior to such termination date.

In case the Company shall, at any time prior to the Expiration Date of the Warrants, and prior to the exercise or conversion thereof, offer to the holders of its Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered Holder of this Warrant not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the registered Holders hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised or converted on or before the date of such closing of the books or such record date.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.

By ___________________________

Its Secretary

EXHIBIT 4.2

NEVADA HEALTH SCAN, INC.

(A Delaware Corporation)

“B” WARRANT CERTIFICATE

WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________

CLASS “B” WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON STOCK OF NEVADA HEALTH SCAN, INC. THESE SECURITIES WERE ISSUED EXEMPT FROM REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.

Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $2.00 per share of such Common Stock (the "Warrant Price") or

In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.

This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.

10.

The Warrants are not redeemable nor cancellable by the Company.

11.

12.

The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.

13.

14.

The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.

By ___________________________

Its Secretary

EXHIBIT 4.3

NEVADA HEALTH SCAN, INC.

(A Delaware Corporation)

“C” WARRANT CERTIFICATE

WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________

CLASS “C” WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON STOCK OF NEVADA HEALTH SCAN, INC. THESE SECURITIES WERE ISSUED EXEMPT FROM REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.

Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $3.00 per share of such Common Stock (the "Warrant Price") or

In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.

This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.

10.

The Warrants are not redeemable nor cancellable by the Company.

11.

12.

The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.

13.

14.

The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.

By ___________________________

Its Secretary

EXHIBIT 4.4

NEVADA HEALTH SCAN, INC.

(A Delaware Corporation)

“D” WARRANT CERTIFICATE

WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________

CLASS “D” WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON STOCK OF NEVADA HEALTH SCAN, INC. THESE SECURITIES WERE ISSUED EXEMPT FROM REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.

Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $4.00 per share of such Common Stock (the "Warrant Price") or

In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.

This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.

10.

The Warrants are not redeemable nor cancellable by the Company.

11.

12.

The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.

13.

14.

The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.

By ___________________________

Its Secretary

EXHIBIT 4.5

NEVADA HEALTH SCAN, INC.

(A Delaware Corporation)

“E” WARRANT CERTIFICATE

WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________

CLASS “E” WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON STOCK OF NEVADA HEALTH SCAN MEDIA, INC. THESE SECURITIES WERE ISSUED EXEMPT FROM REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.

Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $5.00 per share of such Common Stock (the "Warrant Price") or

In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.

This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.

10.

The Warrants are not redeemable nor cancellable by the Company.

11.

12.

The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.

13.

14.

The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.

By ___________________________

Its Secretary

Exhibit 23.1

Stan J.H. Lee, CPA

2160 North Central Rd Suite 203 t Fort Lee t NJ 07024

P.O. Box 436402 t San Ysidro t CA 92143-9402

619-623-7799 t Fax 619-564-3408 t stan2u@gmail.com

To Whom It May Concern:

The firm of Stan J.H. Lee, Certified Public Accountants, consents to the inclusion of our report of December 14, 2010, on the audited financial statements of Nevada Health Scan, Inc. as of September 30, 2010 and for the period from June 25, 2010 ( inception) to September 30, 2010 in any filings that are necessary now or in the near future with the U.S. Securities and Exchange Commission.

Very truly yours,

/s/ Stan J.H. Lee, CPA

Stan J.H. Lee, CPA

December 14, 2010