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QASP new A/S FILED IN Colorado Secretary of State
Date and Time: 08/05/2014 03:33 PM
ID Number: 20041038153
Document number: 20141479947
Amount Paid: $25.00

http://www.sos.state.co.us/biz/ViewImage.do?fileId=20141479947&masterFileId=20041038153

Document must be filed electronically.
Paper documents are not accepted.
Fees & forms are subject to change.
For more information or to print copies
of filed documents, visit www.sos.state.co.us.

Amended and Restated Articles of Incorporation
filed pursuant to §7-90-301, et seq. and §7-110-107 and §7-90-304.5 of the Colorado Revised Statutes (C.R.S.)
ID number: _____________________
1. Entity name: ______________________________________________________
(If changing the name of the corporation, indicate name before the name change)
2. New Entity name:
(if applicable) ______________________________________________________
3. Use of Restricted Words (if any of these
terms are contained in an entity name, true “bank” or “trust” or any derivative thereof
name of an entity, trade name or trademark “credit union” “savings and loan”
stated in this document, mark the applicable “insurance”, “casualty”, “mutual”, or “surety”
box):
4. If the corporation’s period of duration
as amended is less than perpetual, state
the date on which the period of duration
expires: _____________________

or
If the corporation’s period of duration as amended is perpetual, mark this box:
5. The amended and restated constituent filed document is attached.
6. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment
states the provisions for implementing the amendment.
7. (Optional) Delayed effective date: ______________________
(mm/dd/yyyy)
Notice:
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or
acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the
individual's act and deed, or that the individual in good faith believes the document is the act and deed of the
person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity
with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic
statutes, and that the individual in good faith believes the facts stated in the document are true and the
document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of
state, whether or not such individual is named in the document as one who has caused it to be delivered.


8. Name(s) and address(es) of the
individual(s) causing the document
to be delivered for filing: ____________________ ______________ ______________ _____
(Last) (First) (Middle) (Suffix)
______________________________________________________
(Street name and number or Post Office Box information)
______________________________________________________
__________________________ ____ ____________________
(City) (State) (Postal/Zip Code)
_______________________ ______________
(Province – if applicable) (Country – if not US)
(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address
of any additional individuals causing the document to be delivered for filing, mark this box and include an attachment stating the
name and address of such individuals.)
Disclaimer:
This form, and any related instructions, are not intended to provide legal, business or tax advice, and are
offered as a public service without representation or warranty. While this form is believed to satisfy minimum
legal requirements as of its revision date, compliance with applicable law, as the same may be amended from
time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s
attorney.

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
QUASAR AEROSPACE INDUSTRIES, INC.
The below-named officer of the corporation hereby certifies that the following Amended and
Restated Articles of Incorporation for Quasar Aerospace Industries, Inc., a Colorado corporation,
was duly adopted by the corporation’s Board of Directors pursuant to Section 7-106-102 of the
Colorado Business Corporations Act, effective on the date below, which Amended and Restated
Articles of Incorporation hereby supersede, supplant and replace in its entirety, the Articles of
Incorporation of the corporation, as heretofore from time to time.
ARTICLE I
NAME
The name of the corporation is QUASAR AEROSPACE INDUSTRIES, INC.

ARTICLE II
CAPITAL STOCK
The corporation is authorized to issue the following classes of shares of capital stock: Five
Billion (5,000,000,000) shares of common stock with $0.00001 value per share and Fifty Million
(50,000,000) shares of preferred stock with $0.01 value per share. Each holder of common stock
shall be entitled to one vote for each share of common stock standing in such holder’s name on
the records of the corporation on each matter submitted to a vote of stockholders, except as
otherwise required by law or as otherwise determined for a particular series of common stock by
resolution of the Board of Directors of the corporation. There shall be no cumulative voting
authorized for common stock shareholders. The Board of Directors of the corporation shall have
the right to divide the common stock into series, establish the number of shares for any such
series, and determine the qualifications, limitations or restrictions of rights thereto; in addition,
the Board of Directors may designate, by resolution, such voting rights on a series as it may
deem appropriate. Except as may otherwise be provided by the Colorado Business Corporation
Act, any action required or permitted to be taken at a meeting of the stockholders may be taken
without a meeting if, before or after the action, a written consent thereto is signed by
stockholders holding at least a majority of the voting power; provided that if a different
proportion of voting power is required for such an action at a meeting, then that proportion of
written consents is required. In no instance where action is authorized by written consent need a
meeting of stockholders be called or noticed. Stockholders meetings shall be called by the
Directors or by an Officer instructed by the Directors to call the meeting and notice of all
meetings shall be in writing and signed by the President or the Secretary of the Corporation.


The Board of Directors of the corporation is authorized, subject to limitations established by law
and the provisions of the Article II, to issue shares of preferred stock in one or more series. The
description of each series of preferred stock, including any preferences, conversions and other
rights, voting powers, restrictions, dividend entitlements, qualifications, and terms and
conditions of redemption, shall be as set forth in resolutions adopted by the Board of Directors.
The corporation is expressly authorized and empowered, at any time and from time to time, by
resolution of the Board of Directors, to issue warrants, rights, options, debentures or other
instruments convertible into stock, entitling the holders thereof to purchase or acquire from the
corporation any shares of its authorized and unissued capital stock on such terms and conditions
as the Board of Directors, in its discretion, shall determine

Series A Preferred Stock. The number of authorized shares constituting the series of shares of
Series A preferred stock of the corporation with $0.01 value per share (the “Series A Preferred
Shares”) shall be 1,000,000 pursuant to the Certificate of Designation. Each Series A Preferred
Share shall automatically be converted into the number of shares of common stock of the
corporation equal to the result of: (i) the number of shares of common stock of the corporation
the “Common Shares”) issued and outstanding at the time of such conversion multiplied by 6;
divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time
of such conversion (the “Conversion Ratio”) at any time at the option of the holders of a majority
of the issued and outstanding Series A Preferred Shares upon written notice of the conversion
and properly endorsed. [Conversion Ratio Formula: # of Common Shares issued and outstanding
x 6 ÷ # of Series A Preferred Shares issued and outstanding = Conversion Ratio per each Series
A Preferred Share (i.e., 90,000,000 x 6 ÷ 2092 = 258,126 Conversion Ratio per each Series A
Preferred Share)]. On or before the date of conversion, each holder of Series A Preferred Shares
shall surrender his or its certificate or certificates for all such shares to the corporation at the
place designated in such notice, and shall thereafter receive certificates for the number of
Common Shares to which such holder is entitled pursuant to this Section. On the date of
conversion, all rights with respect to the Series A Preferred Shares so converted will terminate,
except only the rights of the holders thereof, upon surrender of their certificate or certificates
therefore, to receive certificates for the number of Common Shares into which such Series A

Preferred Shares has been converted. If so required by the corporation, certificates surrendered
for conversion shall be endorsed or accompanied by written instrument or instruments of
transfer, in form satisfactory to the corporation, duly executed by the registered holder or by his
attorneys duly authorized in writing. All certificates evidencing Series A Preferred Shares which
are required to be surrendered for conversion in accordance with the provisions hereof shall,
from and after the date such certificates are so required to be surrendered, be deemed to have
been retire and cancelled and the Series A Preferred Shares represented thereby converted into
Common Shares for all purposes, notwithstanding the failure of the holder or holders thereof to
surrender such certificates on or prior to such date. As soon as practicable after the date of such


mandatory conversion and the surrender of the certificate or certificates for Series A Preferred
Shares as aforesaid, the corporation shall cause to be issued and delivered to such holder, or on
his or its written order, a certificate or certificates for the number of full Common Shares
issuable on such conversion in accordance with the provisions hereof. In the event, Series A
Holder elects to exchange its Series A Preferred Shares to the Corporation, then the Corporation
shall pay for each Series A Preferred stock equal to the Conversion Ratio of its Series A
Preferred Shares (the “Exchange Rate”). The corporation shall not amend, alter or repeal the
preferences, special rights or other powers of the Series A Preferred Shares so as to affect
adversely the Series A Preferred Shares, without the written consent or affirmative vote of the
holders of at least a majority of the then outstanding aggregate number of shares of such
adversely affected Series A Preferred Shares given in writing or by vote at a meeting, consenting
or voting (as the case may be) separately as a class. Prior to conversion, each Series A Preferred
Share shall automatically be granted the right to vote the number of shares of common stock of
the corporation equal to the result of: (i) the number of shares of Common Shares of the
corporation issued and outstanding at the time of such vote multiplied by 6; divided by (ii) the
total number of Series A Preferred Shares issued and outstanding at the time of such vote (the
“Voting Ratio”) at any time at the option of the holders of the issued and outstanding Series A
Preferred Shares. [Voting Ratio Formula: # of Common Shares issued and outstanding x 6 ÷ # of
Series A Preferred Shares issued and outstanding = Voting Rights per each Series A Preferred
Share (i.e., 90,000,000 x 6 ÷ 2092 = 258,126 Voting Rights per each Series A Preferred Share)].

Series B Preferred Stock. The full Board of Directors upon motion duly made, seconded and
carried unanimously, approved the established of a second class of preferred stock to be referred
to as “Class B Convertible Preferred Stock”. This class shall be allocated 150,000 shares of the
50,000,000 shares authorized in the Amended and Restated Articles of Incorporation of Quasar
Aerospace Industries, Inc., f/k/a Quasar International Holdings, Inc. The officers of the
corporation are further authorized to exchange preferred shares for common shares from existing
shareholders and to transmit said common shares to the transfer agent, Computershare, for
cancellation.
Series C Preferred Stock. The full Board of Directors upon motion duly made, seconded and
carried unanimously, approved the establishment of a third class of preferred stock to be referred
to as “Class C Convertible Preferred Stock.” The class shall be allocated 1,000,000 shares of the
50,000,000 shares authorized in the Amended and Restated Articles of Incorporation of Quasar
Aerospace Industries, Inc., f/k/a Quasar International Holdings, Inc. The “Class C Convertible
Preferred Stock” shall bear the same properties as the “Class B Convertible Preferred Stock”
shown in the preceding paragraph, except that the “Class C Convertible Preferred Stock” shall
have no voting rights.

ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the corporation’s registered office in the State of Colorado is 1675 Broadway,
Suite 1200, Denver, Colorado 80202. The Name of the registered agent at such address is
Business Filings Incorporated.
ARTICLE IV
PURPOSE
The purpose of the corporation is to engage in any lawful act or activity for which corporations
may be organized under the Colorado Business Corporations Act.

ARTICLE V
BOARD OF DIRECTORS
(a) Number. The number of Directors constituting the entire Board shall be as fixed from time to
time by vote of a majority of the entire Board, provided, however, that the number of Directors
shall not be reduced so as to shorten the term of any Director at the time in office and provided
further that the number of Directors shall not be fewer than one (1).
(b) Vacancies. Vacancies on the Board shall be filled by the affirmative vote of the majority of
the remaining Directors, a quorum of the Board, or by election at an annual meeting or at a
special meeting of the stockholders called for that purpose.
(c) Election. The election of Directors need not be by written ballot.
(d) Directors. The Directors of the Corporation are: Donnell J. Vigil; Liann Francisco; and Scott
Martin.

ARTICLE VI
OFFICERS
(a) Number. The number of Officers shall be as fixed from time to time by vote of a majority of
the entire Board, provided, however, that the number of Officers shall not be reduced so as to
shorten the term of any Officer at the time in office and provided further that the number of
officers shall not be fewer than two (2) consisting of a President and a Secretary.
(b) Vacancies. Vacancies of Officers shall be filled by the affirmative vote of the majority of the
entire Board, a quorum of the Board.

(c) Election. The election of Officers need not be by written ballot.
(d) Officers. The Officers of the Corporation are: Donnell J. Vigil as CEO, President and
Corporate Secretary; and Liann Francisco as Chief Operating Officer.
ARTICLE VII
BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors are
expressly authorized to make, alter amend or repeal the Bylaws of the corporation.

ARTICLE VIII
LIABILITY AND INDEMNIFICATION
To the fullest extent permitted by Colorado law, as the same exists or as may hereafter be
amended, (i) no director or executive officer of the corporation shall be personally liable to the
corporation of its stockholders for or with respect to any acts or omissions in the performance of
his or her duties as a director or executive officer of the corporation and (ii) the corporation shall
indemnify, hold harmless and advance expenses to any director or any executive officer of the
corporation. Any amendment or repeal of the Article VIII will not eliminate or reduce the effect
of any right or protection of a director or executive officer of the corporation existing
immediately prior to such amendment or repeal.
Dated: August 5, 2014
/s/Donnell J. Vigil_
By: Donnell J. Vigil
CEO, President & Corporate Secretary of the Corporation
Mailing Address:
9300 Normandy Blvd., Suite 502
Jacksonville, FL 32221

/s/Liann Francisco_
By: Liann Francisco
COO of the Corporation
Mailing Address:
9300 Normandy Blvd., Suite 502
Jacksonville, FL 32221