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I understand to CEO & President working at mid-night, what impresses me more is the dedication of the employees who are vigilent 24 hours a day.
They get my VOTE !!! above the call of duty.
Funny..had NO Problem or "Human Involment" there this morning...
Question for the Legal Eagles or other Stock trading professionals who hangaround the dark corners of iHub...
What would happen... say a mythical person by the name of...say.. "Otto",
who had a long term relationship with say..brokerage firm DBBS , and had sold many Millions, maybe even a Billion shares through them... called then and advised he had "just discovered" he owned say..50 million more QASP shares in certificate form and placed a market order to SELL.....
...... Then failed to deliver the certificates on Settlement day ????
Hmmmmmm??
SJOGRINGO
OK..Thanks..
SJO
Anyone independently verify that Kendrick was in Jacksonville ?
SJO
April 17,2011 Let's give Dean Otto a combination Happy 78'th Birthday/Bon Voyage Party !!!!
I am SURE this "generous group" will come up with some creative and possibily useful gifts considering his "probable" future..
My gift will be a Professionaly Framed photocopy of the Class A Prefered QASP certificates Mr DiGenova kindly "removed" for safekeeping.
The framing will be suitable for hanging on concrete walls in a small room with "bunk" beds..
Who's next...??
Shopping
SJOGRINGO
http://quasarinternationalholdingsinc.com/Shareholder%20Update%202.14.11.pdf
The're busy on their employers other boards...
They will soon be back....
Thank god, because I love the drama..
SJO
May 18, 2009 "Otto" Bradley certified that as of March 31, 2009 NO PREFERED STOCK was issued. Terms of Prefereds required BOD action to issue and set terms... NO INDICATIONS of any BOD action after 3/31/09 concerning prefered stock..
AGREE WITH YOUR ASSESSMENT !!
Peace
SJO
Mass..Here's another one you may want to add to the list...
mark.basch@jacksonville.com, (904) 359-4308
saw your post on Jacksonville.com blog... Black Hat... Cool !!!
waiting till tomorrow morning..
SJOGRINGO
Give Mark Basch a chance, Jeff said in his blog that Besch told him there would be follow up stories.
Good chance that Mr Besch has obtained information he needs to process before he can use as a basis for reporting... I'm sure the Marty Zell connection has his interest as a Reporter..
Peace
SJO
Bradley went off on a shareholder who contacted the widow of an official contractor participating in the test who died suddenly; thus posponing the test..
SJO
How much time is left for the "Bradley Bunch"
The Ship Hits the Sand in..
Need to buy some popcorn for next weeks action...
Waiting & Holding
SJOGRINGO
IS Someone also BUYING the same number of shares at .0018 ?
I've always wondered where these shares go when " everybody" is selling?
curious
SJO
Wise Words......
....From another board but applies here, especially NOW..
enjoy but with moderation...
SJOGRINGO
The World(QASP) really is flat !
..if you sail too far west you will fall off the edge..
The sun revolves around the Earth...!!
.. and if you don't believe it..we will silence you..
That new fangled motorized buggy is interesting, but..
... it will NEVER replace a good team of horses.!!
What do you mean.. ??
Watch moving pictures from around the world on a little box in your house..?
... you keep thinking like that... we'll put you away for "help"
A man walking on the moon...??
...just what have you been drinking (or smoking) ?
Quasar Plan actually come togther and stock sells over 10 cents/Share ??
... you are crazy.. just read the iHub board and listen to the Negitive Neds.. they have good company... ( hint..see above perdictions)
I am becoming more positive as the volume,tone and number of negitive comments are posted. This is reinforced by statements of the posters that they don't own any stock, don't have any interest in QASP, and just enjoy spending their day in from to a screen... TO HELP THE INNOCENT..
YA.. I think I'll continue to sail west..
peace
SJOGRINGO
QASP News
Dooley Share Monday, February 14, 2011 7:33:30 PM
Re: None Post # of 215124
Feb 14, 2011 Centaflix Fundraisers Programs
"It's just as important to better the world we live in, as it is to profit from it" quoted from our founder James Owens, as two new companies are added to Centafix and Centacom family of charities. Susan G. Komen for the cure and the Sole of Africa a Mineseekers Foundation will be our target charities for 2011. In April, we will begin to donate $1.00 from each membership to the Centaflix / Centacom Charities, as well as $20.00 Gift Cards for the groups to raise funds and awareness for their causes. Sole of Africa founder Mike Kendrick and Mark Dorey met with James Owens in our Jacksonville Florida offices on Friday to discuss future fundraising plans and awareness to these outstanding charities. "When good plans come together the possibilities are endless" stated James Owens, this has been the excitement of our company as we move forward with our business and fundraising goals for 2011.
http://www.centaflix.com/news.html
QASP News
Dooley Share Monday, February 14, 2011 7:33:30 PM
Re: None Post # of 215124
Feb 14, 2011 Centaflix Fundraisers Programs
"It's just as important to better the world we live in, as it is to profit from it" quoted from our founder James Owens, as two new companies are added to Centafix and Centacom family of charities. Susan G. Komen for the cure and the Sole of Africa a Mineseekers Foundation will be our target charities for 2011. In April, we will begin to donate $1.00 from each membership to the Centaflix / Centacom Charities, as well as $20.00 Gift Cards for the groups to raise funds and awareness for their causes. Sole of Africa founder Mike Kendrick and Mark Dorey met with James Owens in our Jacksonville Florida offices on Friday to discuss future fundraising plans and awareness to these outstanding charities. "When good plans come together the possibilities are endless" stated James Owens, this has been the excitement of our company as we move forward with our business and fundraising goals for 2011.
http://www.centaflix.com/news.html
REWIND... A Historical Moment....
This could be GREAT news and I have millions of reasons to be excited
BUT...
I all to well remember the excitement and hoopla when Good Ole Dean Bradley made his pledge to gift 1 million pounds to Mineseeker...
05/18/09:Bradley certified:No prefered issued as of March 31,2009
On May 18, 2009 Dean Bradley certified as of March 31, 2009 the was NO Preferred stock outstanding....
Item XX Issuer’s Certifications
May 18, 2009
I, Dean Bradley, certify that:
1. I have reviewed this Issuer Initial Disclosure Statement of Quasar Aerospace Industries, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operation and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
/s/ Dean Bradley______________
Dean Bradley
CEO and President
=======================================================
http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=24955
========================================================
Fw: RE: Fw: OPEN Letter to IR @ Quasar QASP
as information...
My detailed personal information was provided in original letters but deleted here for internet privacy issues...
Peace
SJOGRINGO
I'm an Idiot TOO ! Here for the MONEY...!!!
Why else would anybody be in this stock or on this board...
....................................................
............ Hmmm come to think of it....
Why are you here ? ( in spirit of full disclosure)
Just a QASP IDIOT,
SJOGRINGO
R2g2.. I AGREE !! and am up for a Florida Road trip !!
Sad to say I currently am sitting on a large position in street name
pls send me your contact @yahoo.com
SJOGRINGO
OOOP's Ran out of Popcorn.. Enough for Today !!
Will be back Monday all bright eyed and bushy tailed..
Say... Anyone know if the Jacksonville paper prints a Sunday edition??
usually a good place for " human Interest Stories"
Peace brothers and Sisters and have a good weekend...
SJOGRINGO
Mickey... GREAT CATCH..I like that...jejeje
subject to the Bylaws, if any, adopted by the stockholders.
SJO
Answered my own Question! ARE These the "REAL" Directors on Date of Merger..???
SURPRISE....!!! ???
never know what the next turn will be...
SJOGRINGO
======================
http://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.
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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.
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- 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
ANYONE... WHO were the Board of Director members of Both Quasar and Equis on the date of the merger and who would have had to approve the merger agreement between the two.
The answer to this question may shed lots of light on what is happening and what will happen.
Come on Porgie and Samples.. you guys or your group must know or at least know where to get the information...
HELP ALL SHAREHOLDERS
SJO
T.(Banker) makes sense..
WHO are those Board Members?
Mr Zell must have held great influence with them, WHO currently controls Mr Zell's Estate..??
Seems to me... within these two questions is the power behinf QASP and the FUTURE of all our investments.
Thanks
SJO
Unless of course, They KNOW EXACTLY for what they are looking...
SJO
T.(Banker) would this not take a civil action filed upon behalf of QASP and not come from whatever criminal charges may be filed by whatever governmental agency?
SJO
T. (Banker).. excellent summary of actions but another question comes to my mind.
Trust me, this is asked in good faith and hopefully in a tasteful mannor considering all events.
I am assuming Marty Zell had full control under the purchase/merger agreement between Quasar and Equus.
Upon Mr Zell's Death, to whom did Mr Zells interest in the Agreement pass; and does this person CURRENTLY have the same rights Mr Zell enjoyed prior to his death?
If in fact the original Merger Agreement is null & Void and all reverts back to Mr Zell or his estate, Whomever controls the Estate, has OUR Future in his/her hands.
please shed some light on this...
SJOGRINGO
Grand jury will look into Quasar dealings
Aerospace company’s new CEO has reported possible cases of fraud.
Posted: February 10, 2011 - 11:43pm
By Mark Basch
Quasar Aerospace Industries Inc. is a publicly traded Jacksonville-based company that operates a flight training school called Atlantic Aviation at Herlong Airport on Jacksonville's Westside.
Beyond that, the state of Quasar's operations is very confusing. But a federal grand jury will apparently be trying to sort it out.
Jeff DiGenova, who was announced as Quasar's new CEO last September, posted an update for shareholders on the Internet last week saying he has contacted federal and state authorities "to report alleged fraudulent business activities by prior management."
The Internet posting included a copy of a subpoena issued to Quasar to submit corporate records dating back to 2007 for a grand jury hearing in U.S. District Court in Jacksonville on Feb. 23.
The subpoena did not name any individuals and gave no more information about what the grand jury is investigating.
But meanwhile, former CEO Dean Bradley says DiGenova is only a shareholder of Quasar and is not authorized to take action on behalf of the company.
"He is not an officer or director of the company," Bradley said Thursday.
When asked about allegations of fraudulent activity, Bradley said "it's totally false." He said he could not comment further.
New articles of incorporation were filed for Quasar on Jan. 31 that do not list DiGenova as an officer. The top officer listed is President Joshua Henderson.
Henderson said Thursday that DiGenova was voted out as CEO on Jan. 27. "The CEO position is left open at this point," Henderson said.
But DiGenova said he was validly appointed CEO and still holds the position.
"Dean resigned and there was a board resolution that installed me as CEO," he said.
"This will have to be resolved in the courts," DiGenova said.
Quasar Aerospace, which has also gone by the name Quasar International Holdings Inc., emerged on the scene in 2009 with a series of news releases on planned expansion through acquisitions.
The company already operated Atlantic Aviation, but said it had four acquisitions of aerospace and aviation businesses in the pipeline that would add $150 million to the company's revenue in 2010. But those deals were never consummated.
Stock quotes discontinued
The company's stock is traded in the pink sheets tier of the over-the-counter market under the ticker symbol "QASP" and its financial reports are posted on the OTC Markets website. Many small companies that don't trade on the major stock exchanges file their public reports on that website, instead of the Securities and Exchange Commission's database. But Quasar has not filed a report since the first quarter of 2010, and that showed no revenue for the company.
Meanwhile, a message on the stock quote section of the OTC website says it "has discontinued the display of quotes on www.otcmarkets.com for this security because it has been labeled Caveat Emptor (Buyer Beware) and because adequate current information has not been made available by the issuer of the securities."
DiGenova said he is working to create value for shareholders.
"Regardless of who's in the CEO chair, this is about protecting shareholder value and moving forward," he said.
"This is about cleaning up much fraudulent activity," he said.
Henderson said the investigations of possible fraud involve individuals who formerly worked for the company and do not involve the company itself.
"Quasar, as a company, is cooperating with all the investigations," he said.
mark.basch@jacksonville.com, (904) 359-4308
Comments (9)
By Robert R | 02/11/11 - 09:13 am I know Jeff DiGenova personally and I can not think of anyone that I would trust more to run the company. Mr. DiGenova is a man with strong morals and impeccable business ethics that are the result of his deep roots in his christian faith. His determination to bring Dean Bradley to justice is only surpassed by his desire to bring shareholder value back to those that were so egregiously damaged by the actions of the former CEO.
Mr. DiGenova has accomplished more in the last 2 months than Dean Bradley was able to accomplish in 2 years. Mr. DiGenova has been able to negotiate a possible merger with Centaflix, but he is being hindered at every turn by the continued disruptive acts of Dean Bradley.
I would be very interested to know if the Florida State Attorney General's office is going to step up and help Mr DiGenova do the right thing. All of the documents have been provided to the authorities, but still, Dean Bradley and/or Joshua Henderson continue to try to negatively impact the company by making fraudulent filings through the Colorado Secretary of State office. Where are the Florida authorities in all of this? Why allow Florida to become the haven for the Dean Bradleys of the investing world? I think it is time for the Florida authorities to take the lead in bringing Dean Bradley to justice so that Mr. DiGenova can get the company back on track.
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By masscommuter | 02/11/11 - 10:39 am This article quotes Bradley as if he had legitimacy. He does not.
Bradley wears the BLACK hat in this story.
Jeff DiGenova has done a brilliant job as new CEO, most recently announcing a merger of Quasar with Jacksonville's Centaflix, a subsidiary of James Owens' Centacom.
Bradley did nothing but run Quasar into the ground, failed to accomplish any of his much-ballyhooed acquisitions,
He resigned all associations with Quasar only after he'd maxed out on shares he could issue to raise money, and emptied the bank account.
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By TBENNETT | 02/11/11 - 10:40 am I have known Mr. Jeff Digenova for the entire 18 months I have been an investor in this company (quasar) and I know jeff is there to help the unfortunate victims of the last management.
Mr. Digenova is very capable of getting this company back on track if he could only get the local law enforcement to act in this situation.
It is my understanding the local authorities are sitting on a mountain of evidence and could if they wanted clear up the matter very quickly. Then you would have a much different story to write here. The story would be about victims, perpetrators and heros. This would become a huge human interest story to say the least.
Mr. Digenova has sure been a God send to us. If it were not for Jeff Digenova I do not know where we would be right now. All the dealings I have had with him have been honest and forthright.
I can not say the same for Mr. Bradley unfortunately.
We need the local law enforcement to get off the dime and do something positive so the truth can come out. There is a lot of very good and innocent folks getting hurt here daily. I know one woman who has 9 kids and has everything she owns invested in this stock because of the things Mr. Bradley has said in past press releases that are clearly found to be not true.
I have 50 other stories as bad as the one listed above and yet we can not get the local law enforcement to act to date. It is just shameful if you ask me. If this was California and not Florida this would have been taken care of immediately in my opinion. I just wonder what kind of police force you all have over there?
All the DA has to do is request to a judge an injunction against Mr. Bradley until the truth comes to light. In my opinion Mr. Josh Henderson and Mr. Bradley are impeding the merger with Centaflix Corporation. This merger would bring the much needed shareholder value to save many innocent victims from a certain financial disaster.
I ask you, what is the DA for if not to protect the public?
I would be thinking real hard next time this group asked me to vote them into office. Would certainly not get my vote.
This is just shameful of the DA to have the mountain of evidence against Mr. Bradley and not act in the swiftest manner.
Just baffled.
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By kayessjay | 02/11/11 - 10:48 am I have been a shareholder in Quasar for nearly two years. I was initially attracted to Dean Bradley's vision of creating an aerospace conglomerate and all his promises of funding and acquisitions. However, in spite of multiple press releases and investor conference calls, it became clear that the only thing that was happening was the issuance of new shares which bought absolutely nothing for the company but diluted shareholders. Mr. Bradley had the audacity to schedule a shareholders' meeting for October, 2010. It is fortunate for him that the meeting was cancelled because shareholders would have ridden him out of town on a rail.
Jeff DiGenova took over when Bradley wisely resigned in September. Jeff has worked tirelessly to make something of the company. He has spent his own money to keep the company afloat. And all this without issuing one new share! Recently he has managed to initiate a merger with a successful company which has the ability to create value for Quasar! Jeff DiGenova has created shareholder value for our company, something Dean Bradley could not do in nearly two years at the helm.
Now Bradley wants to claim that Jeff is not our CEO! Before the last chapter of this story is written, it is likely that Bradley will find himself indicted on criminal charges along with a few other cohorts. And, despite the assertions of Joshua Henderson, those charged may very well include at least one current employee!
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By masscommuter | 02/11/11 - 10:55 am Good point, TBENNET: Law Enforcement needs to address the situation, esp. with filings at Colorado Secretary of State.
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By Skillen | 02/11/11 - 11:59 am Dean Bradley spent the better part of 2009 and 2010 diluting our share structure more than 3x.
The dilution only stopped when the oustanding shares matched the authorized shares.
No one is sure what happened to that money, I am having a hard time believing that we only have 1 small acquisition with over 1 Billion shares diluted.
Then Jeff Digenova steps in to try and save the ship before it sinks to the bottom.
Afterwards Dean attempts to double the authorized shares again after he resigned as an act of sabatoge?
Whatever Jeff discovered about Dean deserves to be brought to light.
I am a shareholder for over 2 years and whatever Mr. Digenova needs to be rid of Dean Bradley and his culprets has my support and should have yours. Dean Bradley a criminal and he should no longer be allowed to continue with this complete disregard for the law and the selfish behavior that brought us to this.
My thanks to the fine Men and Women of the Law who will be working on this case and serving justice where it is needed.
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By dshank12 | 02/11/11 - 12:51 pm I have been a shareholder of Quasar for two years, and was a believer in Dean Bradley and his vision for the company.
In that time period, Mr. Bradley has finalized nothing that he said he would, diluted the stock in the name of providing shares for acquisition loans that never materialized, and driven the stock price into the ground.
At the edge of the abyss Mr. DiGenova took control of the company and has done everything that he said he would to bring value back to the shareholders.
I hope the legal system rights the wrongs done to us shareholders by Mr. Bradley, and brings to justice folks like Mr. Bradley who took shareholders money via stock issues and has yet to show where the monies went.
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By Skillen | 02/11/11 - 03:29 pm I truely believe that with Jeff Digenova my concerns and wellbeing as an investor are a priority to him.
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By Jbud | 02/11/11 - 04:24 pm I agree with the commenters here. Dean and his accomplices should be brought to justice as soon as possible, removing any possibility of further obstruction by them to what Jeff DiGenova is trying his best to do: to turn a nearly sunk ship around and restore value for us shareholders who have lost so much money under the mismanagement and malfeasance of Dean Bradley and his accomplices.
I would advise Joshua Henderson to distance himself from Dean Bradley and to refrain from illicit activities as soon as possible. The most recent filing stating an increase in the available shares without Jeff DiGenova's authorization was outrageous! The proper authorities need to act on the evidence and bring Dean Bradley and his associates to justice as soon as possible, allowing Mr. DiGenova to move forward with his work on behalf of Quasar shareholders including myself (on his own dime and time). This is the only possibility of recovery for us shareholders in Quasar who are so far in the hole it is tragic.
I am hoping for a happy ending here, and that depends on the complete shut down of Dean Bradley and his accomplices, recognizing that Jeff DiGenova is the hero here with a real chance for a successful recovery. Jeff is the hero, Dean is the bad guy, and hopefully the shareholder victims will be saved by the hero while seeing justice served to the bad guy.
Read more at Jacksonville.com: http://jacksonville.com/business/2011-02-10/story/grand-jury-will-look-quasar-dealings#ixzz1DiMFpzP4
OPEN Letter to IR @ Quasar QASP
Friday, February 11, 2011 11:37 AM
From: "xxxxxxxxx" <xxxxxxxxx@yahoo.com>
To: "IR QASP" <ir@quasarinternationalholdingsinc.com>, IR@QuasarAerospace.net
Cc: "Mark Basch QASP Jax" <mark.basch@jacksonville.com>
Good Morning and Good Day,
As a long time stockholder I am requesting you send me a copy of the minutes of the Quasar Board of Directors meeting held on January 27, 2011.
In addition please provide a copy of any and all resolution the board voted indicating the vote total , both Yea and Nay.
When received, it is my intention to post on the iHub message board, the Yahoo message board and any other public forums that may come to mind.
Thank you
xxx xxxxxx
1234 xxxxxxxxx
xxxxx, xx xxxxx
xxx xxx xxxx
Whomever sold me the Shares @.0019 this morning...
THANK YOU....!!!
you have anymore at that price??
grinning...
SJOGRINGO
not yet filled on my .0019 Bid...
SJO
Sput... make sue the Grand Jury has your full legal name and adress.
With your vast knowledge and proven history of "Knowing what is going on inside QASP" they may have some "interesting" questions for you.
The information will be very valuable to all current and future QASP Shareholders.
waiting with baited breath...
SJOGRINGO
How could Jeff be voted out of CEO position when there were only 2 members on Board of Directors on Jan 27, 2011
Jeff and Jousha
how do you think that vote would go...???
SJO
Sept 16, 2010... Posts from Marty and Jeff
January 27,2011 A busy day in QASP History
let's see... after 7pm 1/27/11 Jeff releases a PR on Centaflix merger
in 2/10/2011 newspaper interview Josuha claims Jeff voted out of CEO position by Board of Directors meeting on 1/27/2011...
Board of Directors on January 27, 2011, yep.. Jeff & Josuha !!
THAT MUST have been some Board meeting..... Let me guess at the vote outcome... hmmmmm.... maybe.... 1 for & 1 against ??
The Drama continues... going tohave to pop some popcorn before I start reading the board at night...especially After the Grand Jury statrts...
sitting on the edge of my seat...
SJOGRINGO
Stock... If you call Mr Owens, please be gentle.. possibily just a NON PUBLIC HELD MLM Comapny CEO pumping up his downline ( YEA AMWAY!) and not thinking of public repercusions as "Future" (?) CEO of a publicly traded Pink Sheet stock with a "Wild" History..
Plus... he still has to keep his downline expanding so he can issue them part of the 75% of QASP stock Centaflix will obtain post merger..
YEA DOWNLINE... !!!
SJO