SJOGRINGO Share Saturday, February 12, 2011 4:19:53 PM Re: None Post # of 219397 Answered my own Question! ARE These the "REAL" Directors on Date of Merger..??? SURPRISE....!!! ??? never know what the next turn will be... SJOGRINGO ====================== www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=21264 http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=21207 http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=21263 http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=21209 ===================== EQUUS RESOURCES, INC. By________________________________ Dean Bradley, President & DirectorBy________________________________ Marty Zell, Sect./Treas. & DirectorBy________________________________ Bert Watson, Jr. Director QUASAR AEROSPACE INDUSTRIES, INC. By____________________________________ Dean Bradley, Chief Executive Officer ================= ================== 1 STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among EQUUS RESOURCES, INC. a Colorado Corporation; and QUASAR AEROSPACE INDUSTRIES, INC. a Delaware Corporation; MARCH __, 2009 1STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into as of this __th day of March, 2009 (the “Agreement”), by and among EQUUS RESOURCES, INC., a Colorado corporation with its principal place of business located at P.O. Box 1122, Pone Vedra Beach, FL 32004 (“EQUS"); the undersigned EQUS Shareholders (the “EQUS Shareholder”) and QUASAR AEROSPACE INDUSTRIES, INC., a Delaware Corporation, with its principal place of business located at 9300 Normandy Blvd., Suite 511, Jacksonville, FL 32221 (“Quasar”). WHEREAS, this Agreement provides for the acquisition of Quasar whereby Quasar shall become a wholly owned subsidiary of EQUS and in connection therewith, EQUS shall issue Preferred Shares convertible into seventy percent (70 % ) of the total outstanding shares of EQUS common stock, which will represent, and equate to, 70% of the issued and outstanding common stock of EQUS upon conversion Prior to conversion the preferred shares will represent seventy percent of the voting class of stock. WHEREAS, the boards of directors of EQUS and Quasar have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their stockholders, respectively. This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition. Agreement NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows: ARTICLE I REPRESENTATIONS, COVENANTS AND WARRANTIES OF INTELISYS AND INTELISYS SHAREHOLDERS As an inducement to and to obtain the reliance of Quasar, EQUS represents and warrants as follows: Section 1.1 Organization. EQUS is a corporation duly organized, validly existing, and in good standing under the laws of Colorado and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Schedules attached hereto (hereinafter defined) are complete and correct copies of the articles of incorporation, by-laws and amendments thereto as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of EQUS’s articles of incorporation or by-laws. EQUS has full power, authority and legal right and has taken all action required by law, its articles of incorporation, its by-laws or otherwise to authorize the execution and delivery of this Agreement. Section 1.2 Capitalization. The authorized capitalization of EQUS consists of 750,000,000 shares of common stock, $0.0001 par value per share and is authorized to issue 50,000,000 shares of preferred stock with no par value per share. As of the date hereof, EQUS has approximately 197,000,000 common shares issued and outstanding. Most issued and outstanding shares are legally issued, fully paid and nonassessable and are not issued in violation of the preemptive or other rights of any person. However, there are some shares that are being questioned as to their validity. Section 1.3 Subsidiaries. EQUS has no subsidiaries. Section 1.4 Tax Matters: Books and Records. (a) The books and records, financial and others, of EQUS are now in the custody of EQUS and a current balance sheet is being worked on by management. There has been little or no business conducted in almost two years, therefore an operating statement will not be available. Henceforth the books and records will be maintained in accordance with good business accounting practices; and (b) EQUS has no liabilities with respect to the payment of any country, federal, state, county, or local taxes (including any deficiencies, interest or penalties); and (c) EQUS shall not pay all outstanding liabilities at or prior to the Closing. Section 1.5 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or threatened by or against or affecting EQUS or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse affect on the business, operations, financial condition or income of EQUS. EQUS is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default. Section 1.6 Material Contract Defaults. EQUS is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of EQUS, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which EQUS has not taken adequate steps to prevent such a default from occurring. Section 1.7 Information. The periodic reports that should have been filed by EQUS with the Securities and Exchange Commission pursuant to the Securities Act of 1934, as amended, during its last two fiscal years have not been filed, however, they will be shortly after the close and will be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which they were made, not misleading. There has been material changes in the business of EQUS since its last period filing. The information concerning EQUS as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects to the best of current management’s ability, and to their knowledge does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which they were made, not misleading. Section 1.8 Title and Related Matters. EQUS does not have substantial assets, however, if any, EQUS has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest in properties and assets, real and personal (collectively, the “Assets”) free and clear of all liens, pledges, charges or encumbrances. EQUS owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with EQUS’s business. No third party has any right to, and EQUS has not received any notice of infringement of or conflict with asserted rights of other with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly on in the aggregate, if the subject of an unfavorable decision ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of EQUS or any material portion of its properties, assets or rights. Section 1.9 Contracts. On the closing date: (a) There are no material contracts, agreements, franchises, license agreements, or other commitments to which EQUS is a party or by which it or any of its properties are bound; (b) EQUS is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award materially and adversely affects, or in the future may (as far as EQUS can now foresee) materially and adversely affect, the business, operations, properties, assets or conditions of EQUS; and (c) EQUS is not a party to any material oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties, of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; and (vii) contract, agreement or other commitment involving payments by it for more than $10,000 in the aggregate. Section 1.10 Compliance With Laws and Regulations. To the best of EQUS’s knowledge and belief, EQUS has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of EQUS or would not result in EQUS incurring material liability. Section 1.11 Approval of Agreement. The directors of EQUS have authorized the execution and delivery of this Agreement and have approved the transactions contemplated. A copy of the Director’s Resolution authorizing entry into this Agreement is attached as Schedule 1.11. Section 1.12 Material Transactions or Affiliations There are no material contracts or agreements of arrangements between EQUS and any person, who was at the time of such contract, agreement or arrangement, directly or indirectly, an officer, director or person owning of record, or known to beneficially own ten percent (10%) or more of the issued and outstanding Common Shares of EQUS and which is to be performed in whole or in part after the date hereof. EQUS has no commitment, whether written or oral, to lend any funds, to borrow any money from or enter into material transactions with any such affiliated person. Section 1.13 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which EQUS is a party or to which any of its properties or operations are subject. Section 1.14 Governmental Authorizations. EQUS has all licenses, franchises, permits or other governmental authorizations legally required to enable it to conduct its business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by EQUS of this Agreement and the consummation of the transactions contemplated hereby. ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES OF QUASAR As an inducement to, and to obtain the reliance of EQUS and the EQUS Shareholder, Quasar represents and warrants as follows: Section 2.1 Organization. Quasar is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the attached Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation, by-laws and amendments thereto as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of Quasar's certificate of incorporation or by-laws. Quasar has full power, authority and legal right and has taken all action required by law, its articles of incorporation, by-laws or otherwise to authorize the execution and delivery of this Agreement. Section 2.2 Capitalization. Quasar’s authorized capitalization consists of a total of 10,000,000 shares, par value $0.0001; 5,000,000 shares of common stock of Quasar are issued and outstanding held by the individuals and entities listed on Schedule 2.2: and is authorized to issue 2,000,000 shares of preferred shares with no par value per share of which no shares have been issued or are outstanding. All issued and outstanding common shares have been legally issued, fully paid, are nonassessable and not issued in violation of the preemptive rights of any other person. Quasar has no other securities, warrants or options authorized or issued. Section 2.3 Subsidiaries. Quasar has the following subsidiary: Atlantic Aviation, Inc. Quasar Aircraft Corporation Aviation Import/Export, Inc. Section 2.4 Tax Matters, Books & Records. (a) Quasar’s books and records, financial and others are in all material respects complete and correct and have been maintained in accordance with US GAAP; (b) Quasar has no liabilities with respect to the payment of any country, federal, state, county, local or other taxes (including any deficiencies, interest or penalties); and (c) Quasar shall remain responsible for all debts incurred prior to the closing. Section 2.5 Information. The information concerning Quasar as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. Section 2.6 Title and Related Matters. Quasar has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interests in properties and assets, real and personal (collectively, the "Assets") free and clear of all liens except for loans on aircraft, pledges, charges or encumbrances. Except as set forth in the attached Schedules, Quasar owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with Quasar’s business. Except as set forth in the attached Schedules, no third party has any right to, and Quasar has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, knowhow, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of Quasar or any material portion of its properties, assets or rights. Section 2.7 Litigation and Proceedings. There are no actions, suits or proceedings pending or threatened by or against or affecting Quasar, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse effect on the business, operations, financial condition, income or business prospects of Quasar. Quasar does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality. Section 2.8 Contracts. On the Closing Date: (a) Except for those enumerated on the attached Schedules, there are no material contracts, agreements, franchises, license agreements, or other commitments to which Quasar is a party to or by which it or any of its subsidiaries or properties are bound; (b) Except as enumerated on the attached Schedules, Quasar is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which materially and adversely affects, or in the future may (as far as Quasar can now foresee) materially and adversely affect, the business, operations, properties, assets or conditions of Quasar; and (c) Except as enumerated on the attached Schedules, Quasar is not a party to any material oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension, benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; and (vii) contract, agreement, or other commitment involving payments by it for more than $10,000 in the aggregate. Section 2.9 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which Quasar is a party or to which any of its properties or operations are subject. Section 2.10 Material Contract Defaults. To the best of Quasar’s knowledge and belief, it is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of Quasar, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which Quasar has not taken adequate steps to prevent such a default from occurring. However, a subsidiary of Quasar has several promissory notes that are past due, and will be paid by said subsidiary after the close. Section 2.11 Governmental Authorizations. To the best of Quasar’s knowledge, Quasar has all licenses, franchises, permits and other governmental authorizations that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by Quasar of the transactions contemplated hereby. Section 2.12 Compliance With Laws and Regulations. To the best of Quasar’s knowledge and belief, Quasar has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of Quasar or would not result in Quasar incurring any material liability. Section 2.13 Insurance. All of Quasar’s insurable properties are insured for Quasar’s benefit under valid and enforceable policy or policies containing substantially equivalent coverage and will be outstanding and in full force at the Closing Date. Section 2.14 Approval of Agreement. The directors of Quasar have authorized the execution and delivery of this Agreement and have approved the transactions contemplated hereby. Section 2.15 Material Transactions or Affiliations. As of the Closing Date, there will exist no material contract, agreement or arrangement between Quasar and any person who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known by Quasar to own beneficially, ten percent (10%) or more of the issued and outstanding Common Shares of Quasar and which is to be performed in whole or in part after the date hereof except with regard to an agreement with the shareholders of Quasar providing for the distribution of cash to provide for payment of federal and state taxes on Subchapter S income. Quasar has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into any other material transactions with, any such affiliated person. ARTICLE III EXCHANGE PROCEDURE AND OTHER CONSIDERATION Section 3.1 Share Exchange/Delivery of Quasar’s Securities. On the Closing Date, Quasar shall deliver to EQUS all of its issued and outstanding shares (the “Quasar Common Shares”), duly endorsed in blank or with executed power attached thereto in transferable form, so that Quasar shall become a wholly owned subsidiary of EQUS. Section 3.2 Issuance of EQUS Shares. In exchange for all of the Quasar Common Shares tendered pursuant to Section 3.1, EQUS will issue preferred shares to McKenzie Capital Corporation as set forth in paragraph 2 on page 1 of this agreement. Section 3.3 Additional Consideration. EQUS shall issue Preferred Shares convertible into five percent (5.0%) of the total outstanding shares of EQUS common stock, which will represent, and equate to, 5% of the issued and outstanding common stock of EQUS upon conversion. Prior to conversion the preferred shares will represent five percent of the voting class of stock. Section 3.4 Satisfaction of Present Liabilities of EQUS. At or prior to the Closing Date, the liabilities and obligations of EQUS as set forth on Schedule 3.4 shall remain obligations of EQUS. Section 3.5 Events Prior to Closing. Upon execution hereof or as soon thereafter as practical, management of EQUS and Quasar shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced herein below. Section 3.6 Closing. The closing ("Closing Date") of the transactions contemplated by this Agreement shall be on the date and at the time the exchange documents are executed herewith. Section 3.7 Effective Date. The date, on or after the Closing Date, when all of the terms and conditions of this Agreement are satisfied, including but not limited to the Conditions Precedent set forth in Articles V and VI (the “Effective Date”). Section 3.8 Termination. (a) This Agreement may be terminated by the board of directors or majority interest of Shareholders of either EQUS or Quasar, respectively, at any time prior to the Closing Date if: (i) there shall be any action or proceeding before any court or any governmental body which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; or (ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions. In the event of termination pursuant to Paragraph (a) of this Section 3.8, no obligation, right, or liability shall arise hereunder and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions herein contemplated. (b) This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors of EQUS if Quasar shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Quasar contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to Quasar. If this Agreement is terminated pursuant to Paragraph (b) of this Section 3.8, this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder. (c) This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors of Quasar if EQUS shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Quasar contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to Quasar. If this Agreement is terminated pursuant to Paragraph (c) of this Section 3.8, this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder. In the event of termination pursuant to paragraph (b) and (c) of Section 3.8, the breaching party shall bear all of the expenses incurred by the other party in connection with the negotiation, drafting and execution of this Agreement and the transactions herein contemplated. Section 3.9 Directors of EQUS After Acquisition. At the Effective Date, Bert Watson, Jr. shall each resign as a member of the Board of Directors of EQUS and Mark Lundquist and Jamie D. Herring shall be appointed to the Board of Directors of EQUS. Each director shall hold office until his successor has been duly elected and has qualified or until his death, resignation or removal. Section 3.10 Officers of EQUS. At the Effective Date, Marty Zell shall resign as Secretary/Treasurer of EQUS and be appointed Vice President for Shareholder Relations and Dean Bradley shall be appointed Chief Executive Officer/President of EQUS, Mark Lundquist shall be appointed as Senior Vice President, Jamie D. Herring shall be appointed Secretary and Thomas Costanza shall be appointed Chief Financial Officer of EQUS. Each director shall hold office until his successor has been duly elected and has qualified or until his death, resignation or removal. ARTICLE IV SPECIAL COVENANTS Section 4.1 Access to Properties and Records. Prior to closing, EQUS and Quasar will each afford to the officers and authorized representatives of the other full access to the properties, books and records of each other, so that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other and each will furnish the other with such additional financial and operating data and other information as to the business and properties of each other, as the other shall from time to time reasonably request. Section 4.2 Availability of Rule 144. EQUS and the EQUS Shareholders holding "restricted securities," as that term is defined in Rule 144 of the 1933 Securities Act will remain as “restricted securities.” EQUS is under no obligation to register such shares under the Securities Act, except as otherwise provided. The stockholders of EQUS holding restricted securities of EQUS as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein. The covenants set forth in Article IV shall survive the Closing Date and the consummation of the transactions herein contemplated. Section 4.3 Third Party Consents. EQUS and Quasar agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated. Section 4.4 Actions Prior to and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, EQUS and Quasar will each use its best efforts to: (i) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (ii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; and (iii) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business. (b) From and after the date of this Agreement until the Effective Date, each of EQUS and Quasar will not, without the prior consent of the other party: (i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or by-laws; (ii) declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or agreements or arrangements with any directors or officers; (iv) enter into any agreement with respect to the transfer, assignment or sale of its assets (other than the ordinary course of business); (v) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or (vi) purchase or redeem any Common Shares. Section 4.5 Indemnification. (a) EQUS hereby agrees to indemnify Quasar and each of the officers, agents and directors and current shareholders of Quasar as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject to or rising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement; and (b) Quasar hereby agrees to indemnify EQUS and each of the officers, agents, directors and current shareholders of EQUS as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement. ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF EQUS The obligations of EQUS under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions: Section 5.1 Accuracy of Representations. The representations and warranties made by Quasar in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at the Closing Date (except for changes therein permitted by this Agreement), and Quasar shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Quasar prior to or at the Closing. EQUS shall be furnished with a certificate, signed by a duly authorized officer of Quasar and dated the Closing Date, to the foregoing effect. Section 5.2 Director Approval. The Board of Directors of Quasar shall have approved this Agreement and the transactions contemplated herein. Section 5.3 Officer's Certificate. EQUS shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of Quasar to the effect that: (a) the representations and warranties of Quasar set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Closing Date; (b) Quasar has performed all covenants, satisfied all conditions, and complied with all other terms and provisions of this Agreement to be performed, satisfied or complied with by it as of the Closing Date; (c) since such date and other than as previously disclosed to EQUS on the attached Schedules, Quasar has not entered into any material transaction other than transactions which are usual and in the ordinary course if its business; and (d) no litigation, proceeding, investigation or inquiry is pending or, to the best knowledge of Quasar, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Quasar Schedules, by or against Quasar which might result in any material adverse change in any of the assets, properties, business or operations of Quasar. Section 5.4 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of Quasar. Section 5.5 Recapitalization. As soon as possible after the Closing Date, EQUS shall (i) have filed an amendment to its certificate of incorporation with the Secretary of State of the State of Colorado that: changes the name of the company to “QUASAR AEROSPACE INDUSTRIES, INC.”, and file the annual report for the corporation which shall reflect the changes to the Board of Directors and the officers. Section 5.6 Other Items. EQUS shall have received such further documents, certificates or instruments relating to the transactions contemplated hereby as EQUS may reasonably request. ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF QUASAR The obligations of Quasar under this Agreement are subject to the satisfaction, at or before the Closing date (unless otherwise indicated herein), of the following conditions: Section 6.1 Accuracy of Representations. The representations and warranties made by EQUS in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and EQUS shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by EQUS prior to or at the Closing. Quasar shall have been furnished with a certificate, signed by a duly authorized executive officer of EQUS and dated the Closing Date, to the foregoing effect. Section 6.2 Director and Shareholder Approval. The Board of Directors of EQUS shall have approved this Agreement and the transactions contemplated herein. Section 6.3 Officer's Certificate. Quasar shall be furnished with a certificate dated the Closing Date and signed by a duly authorized officer of EQUS to the effect that: (a) the representations and warranties of EQUS set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Effective Date; and (b) EQUS has performed all covenants, satisfied all conditions, and complied with all other terms and provisions of the Agreement to be performed, satisfied or complied with by it as of the Effective Date. Section 6.4 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of EQUS. Section 6.5 1934 Exchange Act Compliance. EQUS must file any necessary reports to become and stay current with its 1934 Exchange Act filings up to and including the Effective Date of this Agreement including any filings which may be required in order to consummate the transactions contemplated by this Agreement. This shall include, but not be limited to all annual, quarterly and current filings. ARTICLE VII MISCELLANEOUS Section 7.1 Brokers and Finders. Each party to this Agreement represents and warrants that it is under no obligation, express or implied, to pay certain finders in connection with the bringing of the parties together in the negotiation, execution, or consummation of this Agreement. The parties each agree to indemnify the other against any claim by any third person for any commission, brokerage or finder's fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party. Section 7.2 Law, Forum and Jurisdiction. This Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado, United States of America. Section 7.3 Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows: If to EQUS: EQUUS RESOURCES, INC. P.O. Box 10133 Fleming Island, FL 32003 Attention: Dean Bradley Fax: 904-378-3253 If to Quasar: QUASAR AEROSPACE INDUSTRIES, INC. 9300 Normandy Blvd. Suite 511 Jacksonville, FL 32221 Attention: Dean Bradley Fax: 904-378-3253 With a copy to: Stephen J. Czarnik Cohen & Czarnik LLP 17 State Street, 39th Floor New York, New York 10004 tel. (212) 232-8323 fax.(212) 658-9915 or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed or telegraphed. Section 7.4 Attorneys' Fees. In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein. Section 7.5 Confidentiality. Each party hereto agrees with the other party that, unless and until the transactions contemplated by this Agreement have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except: (i) to the extent such data is a matter of public knowledge or is required by law to be published; and (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. Section 7.6 Schedules; Knowledge. Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement. Section 7.7 Third Party Beneficiaries. This contract is solely between EQUS and Quasar and except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement. Section 7.8 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein. This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto. Section 7.9 Survival; Termination. The representations, warranties and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for 24 months. Section 7.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Section 7.11 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a written consent by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a written consent by the party or parties for whose benefit the provision is intended. Section 7.12 Expenses. Except as otherwise provided herein, each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation thereof. Section 7.13 Headings; Context. The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement. Section 7.14 Benefit. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder. This Agreement shall not be assigned by any party without the prior written consent of the other party. Section 7.15 Public Announcements. Except as may be required by law, neither party shall make any public announcement or filing with respect to the transactions provided for herein without the prior consent of the other party hereto. Section 7.16 Severability. In the event that any particular provision or provisions of this Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the respective parties hereto. Section 7.17 Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties’ legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions. Section 7.18 No Strict Construction. The language of this Agreement shall be construed as a whole, according to its fair meaning and intendment, and not strictly for or against either party hereto, regardless of who drafted or was principally responsible for drafting the Agreement or terms or conditions hereof. Section 7.19 Execution Knowing and Voluntary. In executing this Agreement, the parties severally acknowledge and represent that each: (a) has fully and carefully read and considered this Agreement; (b) has been or has had the opportunity to be fully apprized by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof; (c) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind. Section 7.20 Amendment. At any time after the Closing Date, this Agreement may be amended by a writing signed by both parties, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or representatives and entered into as of the date first above written. EQUUS RESOURCES, INC. By________________________________ Dean Bradley, President & Director By________________________________ Marty Zell, Sect./Treas. & Director By________________________________ Bert Watson, Jr. Director QUASAR AEROSPACE INDUSTRIES, INC. By____________________________________ Dean Bradley, Chief Executive Officer AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUUS RESOURCES, INC.The below-named officer of the corporation hereby certifies that the following Amended and Restated Articles of Incorporation for Equus Resources, Inc. a Colorado corporation, was duly adopted by the corporation, 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 amended 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: Seven Hundred Fifty Million (750,000,000) 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. 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 he 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. 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. 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 Corporation Code. 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, though less that 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.ARTICLE VI. BYLAWS In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter amend or repeal the Bylaws of the Corporation. ARTICLE VII. 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 aor with respect to any acts or omissions in the performance of his or here 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 executive officer of the Corporation. Any amendment or repeal of the Article VII 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: March 31, 2009 By: Dean O. Bradley a Director and the Chief Executive Officer of the Corporation Mailing Address: 9300 Normandy Blvd., Suite 511 Jacksonville, FL 32221 BYLAWS OF QUASAR AEROSPACE INDUSTRIES, INC. (a Colorado corporation) _________ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. 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 and by the Secretary of the corporation or by any other officer designated by the Board of Directors, certifying the number of shares owned by him in the corporation and setting forth any additional statements that may be required by the Colorado Corporate Code. If any such certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, a facsimile of the signature of the officers, the transfer agent or the transfer clerk or the registrar of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any certificate or certificates shall cease to be such officer or officers of the corporation before such certificate or certificates shall have been delivered by the corporation, the certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the corporation. Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, the certificates representing stock of any such class or series shall set forth thereon the statements prescribed by the Colorado Corporate Code. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares. The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate. 2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may proceed in the manner prescribed by the provisions of the Colorado Corporate Code. 2 3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes, if any, due thereon. 4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If a record date is not fixed, the record date is at the close of business on the day before the day on which notice is given or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders applies to an adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. The directors must fix a new record date if the meeting is adjourned to a date more than sixty days later than the date set for the original meeting. 5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Articles of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the Colorado Corporate Code confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Articles of Incorporation. 6. STOCKHOLDER MEETINGS. - TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors. 3 - PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix. - CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting. - NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing and signed by the President or the Secretary, or by such other person or persons as the directors must designate. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, where it is to be held. A copy of the notice must be either delivered personally or mailed postage prepaid to each stockholder not less than ten nor more than sixty days before the meeting. If mailed, it must be directed to the stockholder at his address as it appears upon the records of the corporation. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting; and if notice of any kind is required to be given under the provisions of the Colorado Corporate Code, a waiver thereof in writing and duly signed whether before or after the time stated therein, shall be deemed equivalent thereto. - CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting. - PROXY REPRESENTATION. At any meeting of stockholders, any stockholder may designate another person or persons to act for him by proxy in any manner described in, or otherwise authorized by, the provisions of the Colorado Corporate Code. - INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or 4 inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them. - QUORUM. A majority of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum at a meeting of stockholders for the transaction of business unless the action to be taken at the meeting shall require a greater proportion. The stockholders present may adjourn the meeting despite the absence of a quorum. - VOTING. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, except where the Colorado Corporate Code, the Articles of Incorporation, or these Bylaws prescribe a different percentage of votes and/or a different exercise of voting power. In the election of directors, voting need not be by ballot; and, except as otherwise may be provided by the Colorado Corporate Code, voting by ballot shall not be required for any other action. Stockholders may participate in a meeting of stockholders by means of a conference telephone or similar method of communication by which all persons participating in the meeting can hear each other. 7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be provided by the Colorado Corporate Code, 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. ARTICLE II DIRECTORS 1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by the Board of Directors of the corporation. The Board of Directors shall have authority to fix the compensation of the members thereof for services in any capacity. The use of the phrase “whole Board” herein refers to the total number of directors which the corporation would have if there were no vacancies. 2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of age. A director need not be a stockholder or a resident of the State of Colorado. The initial Board of Directors shall consist of one person. Thereafter, the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be seven. The number of directors may be 5 increased or decreased by action of the stockholders or of the directors. 3. ELECTION AND TERM. Directors may be elected in the manner prescribed by the provisions of the Colorado Corporate Code. The first Board of Directors shall hold office until the first election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an election of directors by stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between elections of directors by stockholders, newly created directorships and any vacancies in the Board of Directors, including any vacancies resulting from the removal of directors for cause or without cause by the stockholders and not filled by said stockholders, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director. 4. MEETINGS. - TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble. - PLACE. Meetings shall be held at such place within or without the State of Colorado as shall be fixed by the Board. - CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office. - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice if any need not be given to a director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. - QUORUM AND ACTION. A majority of the directors then in office, at a meeting duly assembled, shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as the Articles of Incorporation or these Bylaws may otherwise provide, and except as otherwise provided by the Colorado Corporate Code, the act of the directors holding a majority of the voting power of the directors, present at a meeting at which a quorum is present, is the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the Colorado Corporate Code and these Bylaws which govern a meeting of directors held to fill 6 vacancies and newly created directorships in the Board or action of disinterested directors. Members of the Board or of any committee which may be designated by the Board may participate in a meeting of the Board or of any such committee, as the case may be, by means of a telephone conference or similar method of communication by which all persons participating in the meeting hear each other. Participation in a meeting by said means constitutes presence in person at the meeting. - CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside. 5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or without cause in accordance with the provisions of the Colorado Corporate Code. 6. COMMITTEES. Whenever its number consists of two or more, the Board of Directors may designate one or more committees which have such powers and duties as the Board shall determine. Any such committee, to the extent provided in the resolution or resolutions of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal or stamp of the corporation to be affixed to all papers on which the corporation desires to place a seal or stamp. Each committee must include at least one director. The Board of Directors may appoint natural persons who are not directors to serve on committees. 7. WRITTEN ACTION. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee, as the case may be. ARTICLE III OFFICERS 1. The corporation must have a President, a Secretary, and a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and agents with such titles as the resolution choosing them shall designate. Each of any such officers must be natural persons and must be chosen by the Board of Directors or chosen in the manner determined by the Board of Directors. 2. QUALIFICATIONS. Except as may otherwise be provided in the resolution 7 choosing him, no officer other than the Chairman of the Board, if any, and the Vice-Chairman of the Board, if any, need be a director. Any person may hold two or more offices, as the directors may determine. 3. TERM OF OFFICE. Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen or until his resignation or removal before the expiration of his term. Any officer may be removed, with or without cause, by the Board of Directors or in the manner determined by the Board. Any vacancy in any office may be filled by the Board of Directors or in the manner determined by the Board. 4. DUTIES AND AUTHORITY. All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolution designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions or instruments may be inconsistent therewith. ARTICLE IV REGISTERED OFFICE The location of the initial registered office of the corporation in the State of Colorado is the address of the initial resident agent of the corporation, as set forth in the original Articles of Incorporation. The corporation shall maintain at said registered office a copy, certified by the Secretary of State of the State of Colorado, of its Articles of Incorporation, and all amendments thereto, and a copy, certified by the Secretary of the corporation, of these Bylaws, and all amendments thereto. The corporation shall also keep at said registered office a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively or a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept. ARTICLE V CORPORATE SEAL OR STAMP The corporate seal or stamp, if any, shall be in such form as the Board of Directors 8 may prescribe. ARTICLE VI FISCAL YEAR The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors. ARTICLE VII CONTROL OVER BYLAWS The power to amend, alter, and repeal these Bylaws and to make new Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any, adopted by the stockholders. The undersigned, being the Secretary of Quasar Aerospace Industries, Inc, hereby certifies that the foregoing is a true and correct copy of the Bylaws. Dated: April 17, 2009 ]tÅ|x WA [xÜÜ|Çz ____________________________________ Jamie D. Herring, Secretary