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Buddy - you have painted one scenario. As stated in the NR, QASP shareholders will receive 25% of the surviving corporation. It also states in the NR "The final allotment in relation to the merger is yet to be determined at this stage and will be notified at a later date once it is determined." So we don't know what the O/S is going to be set at yet and it could be something less than the present 1.49B. All we know for sure is Centaflix gets 75% and existing QASP shareholders get 25% of some O/S number yet to be disclosed.
Makamai
That's one possible scenario, however the NR also stated that we would receive 25% of the issued and outstanding shares of the surviving corporation and elsewhere it stated that the final allotment hasn't been determined so the new O/S could be less.
Makamai
Cat - do you know what happened to JAVOQ on Monday as it opened at .013 and closed around .0034?
Makamai
Looks like Jeff may have a few more surprises for us based on IR responses folks are getting. Over 92M traded in the first 1-1/2 hours of trading - QASP has obviously hit some folks radar today.
Makamai
QASP merger news out with Centaflix Corp - where is NHSH in all of this? NR below:
Press Release Source: Quasar Aerospace Industries, Inc. On Thursday January 27, 2011, 7:32 pm
JACKSONVILLE, FL--(Marketwire - 01/27/11) - Today, Quasar Aerospace Industries, Inc. (Pinksheets:QASP - News) ("Quasar"), a Colorado corporation, and Centaflix Corporation ("Centaflix"), a Florida corporation, agreed on the fundamental points of a merger and entered into a Letter of Intent, more particularly outlined below.
1. Purpose of Merger.
Sharing a common recognition of the need to achieve an adequate business scale and expand the companies' services globally and in scope, Quasar and Centaflix believe that this strategic merger will provide the appropriate platform for effective growth into both companies' respective industries. Through this merger, both corporations expect to smoothly integrate their respective infrastructure, management, and long-term viability goals into a merged entity confidently poised to provide its growing customer base with better services in a competitive business environment. In addition, growth through this merger will enable the merged company to meet its shareholders' expectations.
2. Outline of Merger.
(1) Schedule of Merger.
Signing Letter of Intent for merger: January 27, 2011
Signing of Merger Agreement: On or before March 27, 2011 (as outlined in the abovementioned signed letter of intent.)
(2) Merger Form.
In the form of an absorption-type merger with Quasar as the surviving company.
(3) Content of Allotment in Relation to Merger.
The final allotment in relation to the merger is yet to be determined at this stage and will be notified at a later date once it is determined. However, the parties contemplate that Centaflix or a subsidiary of Centaflix will merge with and into Quasar in a tax-free reorganization transaction in which (i) Quasar will be the surviving corporation, (ii) all of the existing assets of Quasar will continue to be owned by Quasar, (iii) Centaflix or its shareholders will receive all of the issued and outstanding shares of Preferred Class A Stock and seventy-five percent (75%) of the issued and outstanding shares of common stock of the surviving corporation, and (vi) all of the shares owned by the existing shareholders of QUASAR shall be converted, in the aggregate, into twenty-five (25%) of the issued and outstanding shares of the surviving corporation.
3. Overview of Companies Involved in Merger.
As of January 27, 2011
----------------------------------------------------------------------------
(1) Trade Name Quasar Aerospace Industries, Centaflix Corporation, and
Inc. Subsidiaries
(company being merged into) (company merging into another)
----------------------------------------------------------------------------
(2) Description Quasar engages in the design, Centaflix and its subsidiaries
of Business manufacture, and sale of engage in the design,
aircrafts and aircraft manufacture, and
components in the United direct/indirect sale of its
States. The company also proprietary technology
operates a flight school at services and products for the
Herlong Airport in entertainment, technology, and
Jacksonville, Florida. In education industries. The
addition, it imports and company provides its services
sells aircrafts and aircraft globally. The company is based
components. The company is in Jacksonville, Florida.
based in Jacksonville,
Florida.
----------------------------------------------------------------------------
(3) Jeff DiGenova James Owens
Representative
----------------------------------------------------------------------------
4. Conditions of Merger.
The execution of the Merger Agreement is conditioned on the non-involvement of Dean Bradley, former Chief Executive Officer and member of the Board of Quasar, in any way in the ongoing business concerns of Quasar or this proposed merger transaction. As part of the terms and conditions of the letter of intent, any involvement by Dean Bradley in the management of Quasar, the operation of day-to-day activities of Quasar, or the negotiation, facilitation, or execution of this proposed merger shall result in an immediate termination of all merger activities with Centaflix.
5. Post-Merger Status.
(1) Trade Name: TBD
(2) Description of Business: TBD
(3) Head Office Location: TBD
(4) Representative: TBD
(5) Total Assets: TBD
(6) End of Fiscal Year: TBD
ALL INQUIRIES REGARDING THIS NOTICE OR THE PROPOSED MERGER SHOULD BE ADDRESSED TO THE FOLLOWING FIRM CONTACT:
BATAINEH | PALMERI, LLP
info@batainehlaw.com
c/o Quasar - Centaflix Merger Team
Too little too late for them Jets - so can Green Bay beat the Pits?
Makamai
Now that's more like it....
Makamai
Only if it were enclosed in an arena warmed to 70F (lol)
Is -55C cold? Well +55F would be cold here in Hawaii
Makamai
Hoping the next PR is just around the corner (don't want to use that other word that starts with an "s" - heard it enough)
makamai
Hey Buddy - pardon me for a second while I shed a tear !
QASP CEO BLOG UPDATE: (It speaks for itself)
Makamai
Posted by jeffdigenova at 12:55 pm, January 9th 2011.
This will be my last blog entry until after the next PR is released. As I stated in the first press release, I believe that Quasar has a workable business plan and myself and my team have been working that plan. Many obstacles were left behind by the prior management team, and it has required substantial time and resources to work through these.
I know the sentiment of the shareholders very well, from those that want a pump campaign, to those that want a ROI. As I have stated before, I am not here to promote the stock. My job is to add real value by making sound decisions, and moving this company forward.
I appreciate all the supportive “Thank You’s” I have received. I assure you I am working in the shareholders best interest. For all of those who have made derogatory statements and threats, I am proud to let my actions speak for themselves. In the past, this has been a company devoid of integrity and morals. This is no longer the case. I have not taken one penny from Quasar as the CEO and have no regrets as this is and always has been about doing the right thing.
I believe we have made a tremendous amount of progress in sorting this mess out and in planning moves that will add value as they are implemented. In a previous blog, I stated that I am willing to meet with anyone who would like to arrange a meeting at our offices in Jacksonville, FL. To date, not a single shareholder has taken me up on my offer.
One last item I would like to address. I, like everyone else, based my initial investment on what was known via filings and PR's. For example, there was a filing on Sunbiz on November 3, 2009, that stated Mark Lundquist was on the Board of Directors. Unfortunately, when I got inside, I found Mark Lundquist's resignation letter to Dean dated August 23, 2010. It stated that not only did he not know he was on the BOD, but in fact had never been asked to attend a meeting or participate in any decision making. This is just one, small, example of the deception that was commonplace in prior management; all of this info has been passed on to our legal counsel.
Best Wishes to all of our shareholders in 2011.
Jeff
www.quasarinternationalholdings.com
Buddy - I would rather Jeff deal with issues focused on expediting material events that will be PR'd. A Blog update is way down the list of priorities IMO.
Makamai
If anyone can make it happen, Jeff can. However I'm sure it will be awhile before we know how its all going to come together.
Makamai
Glad to see that 8K's are being issued right off the bat. I suspect that there will be further increases in the O/S as well with the A/S set at 75M at the present time.
Makamai
Glad to see that Jeff is starting out by submitting 8K's: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7643363
Makamai
I was in a previous mining play MDOR that was bought by Chad Cutis to make a recycle company out of it. The mining play split out as SUIP and investors received 1 share of SUIP for each share of MDOR they had. As a result each company was totally independent. So its certainly plausible that a similar scenario would work well for QASP in order to shed any baggage that might be associated with the way Dean ran the company. Like you, I'm looking forward to whatever Jeff has in store for us because he has promised from his latest blog "...no miracles here but I assure everyone that the steps being taken are to build shareholder value going forward. .." What more could we hope for..
Makamai
Agreed - however Jeff has repeatedly stated in his blog that his job #1 is to restore shareholder value/confidence, however at the same time he must protect shareholders and the company from any of Dean's past misdeeds. Without such assurances, I doubt anyone would lend him a dime, let alone sufficient monies to fulfill the business plan. It is just speculation at this point, that a new shell is involved since NHSH came to light on Monday, but it makes good business sense.
Makamai
Since we are thinking outside of the box, how about if Jeff, lets say purchases MS in the new shell, steps aside as CEO of QASP but remains as CEO of the new shell, and gives shareholders of QASP a percentage of their existing shares in the new shell company which is then renamed with a symbol change. Seems a lot cleaner that way and IMO isolated from anything Dean related in QASP.
Makamai
The empahsis in that line is CLOSING DOCUMENTS... After they are signed, typically there is a 3 day right of recession and then funding.... Been a long wait like you said, however we'll all owe Jeff a huge debt of gratitude if he pulls this off..
Makamai
Agreed Cat - if Jeff can head us in the right direction for a change, it's a job well done and much appreciated by all longs. There are many who's financial situation is a make or break depending on the outcome, having bought into the Dean hype. The business plan is a good one, just need a leader who can properly implement it. Jeff volunteered for the job and no matter what the outcome, he is giving us the best and only shot at a successful eventual outcome. It may be a rocky road for a while yet, but I'm betting he leads us across the finish line.
Makamai
Nothing like a good ole massage...especially when the right person is doing it!! However, we all need mental help but that was before we bought into this QASP nightmare. Since then I've been praying a lot - just hope I haven't used up all my requests with the man upstairs...
Makamai
From the QASP blog, Jeff stated today "I will be in talks with attorneys this week and have been so today. This issue with former management will be resolved. No one that had a hand in this act or any of the previous actions in question will walk."I think Jeff has finally had enough of Dean and will take him to task and silence him once and for all....
Makamai
IMO, James Ray is one of the primary reasons many folks bought into Quasar. He is one of the most knowledgable individuals in the area of carbon steel composit technology in the country. One of the original Quasar goals was to develop VLJ's and James Ray will be the leader of this effort and that's just for starters.
Makamai
Surf - I personally feel Dean has suffered a complete mental breakdown, as his actions have no rational merit. His age has caught up with him I'm afraid. Execellent blog by Jeff.
Makamai
Sounds like dealing with Dean may have just moved up on Jeff's priority list. Can't have this type of activity continuing. This is the second time (the first was filing financials with his name as CEO after Jeff had taken over) Dean has made a fradulant filing since being ousted. I'm sure Jeff will make sure its the last time this will happen.
Makamai
It doesn't - Jeff is CEO (Chief Executive Officer) and Joshua is COO (Chief Operations Officer)...
Makamai