Green Energy Enterprises Inc. (GYOG)

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Copy of MOTION FOR ORDER OF CONTEMPT FILING
IN THE CIRCUIT COURT, FOURTH
JUDICIAL CIRCUIT, IN AND FOR
DlNAL COUNTY, FLORIDA
CASE NO.:
20II-CA-001994
DIVISION:
CV-C
QUASAR AEROSPACE INDUSTRlES, INC.,
A Colorado Corporation, ti'k/a QUASAR
INTERNATIONAL HOLDINGS, INC.
Plaintiff,
FILED
vs.
MAY 04 2011 JEFFREY DIGENOVA, a South Carolina resident,
~~ ;t.JICLERK
CIRCUIT COUP"!" r
Defendant/Counter-Plaintiff
vs.
QUASAR AEROSPACE INDUSTRIES, INC., A Colorado Corporation, ti'k/a QUASAR INTERNATIONAL HOLDINGS, INC. and DEAN BRADLEY, an individual,
Counter-Defendants.
_____________------:1
DEFENDANT/COUNTER-PLAINTIFF'S MOTION TO HOLD PLAINTIFF IN
CONTEMPT FOR VIOLATION OF COURT ORDER
Defendant/Counter-Plaintiff JEFFREY DIGENOVA (referred to as "DiGenova"), hereby moves this Court for an Order holding Plaintiff QUASAR AEROSPACE INDUSTRIES, INC (referred to as "Quasar") in contempt for violation of this Court's Order dated April 21, 2011 and states as follows:1. On or about April 21 , 2011 this Court issued an Order Granting Defendants Motion to Postpone Hearing on Temporary Injunction and for Expedited Discovery. ("April Order")
- 1 2.
The April Order provides in pertinent part:
3. The parties will continue to maintain normal business relationships for the day to day operations of QUASAR AEROSPACE INDUSTRIES, INC. and/or its subsidiaries, ongoing at this time, which includes the flight school and aircraft maintenance operations, until further Order ofthe Court; and shall abide by the following directives:
a.
Shall not sell any assets of QUASAR AEROSPACE INDUSTRIES, INC and/or its subsidiaries, at issue in this matter;
b.
Shall not enter into any merger(s) or acquisition(s) of or by QUASAR AEROSPACE INDUSTRIES, INC., and/or its subsidiaries, or incur any major debt on behalf of QUASAR AEROSPACE INDUSTRIES, INC. and/or its subsidiaries;
c.
Should it be deemed by any party that there is a need to sell an asset(s) of QUASAR AEROSPACE INDUSTRIES, INC., and or its subsidiaries, to maintain the ongoing business operations, opposing counsel will be consulted and ifan agreement cannot be reached among counsel, the party desiring to sett the asset(s) may file a motion with the Court for such relief. (Emphasis added.
3_ On or about April 21, 20II Defendant held a Meeting of the Board of Directors.
(Exhibit A)
4. DiGenova attended the April 21, 2011 Meeting of the Board of Directors and
reasserted his position that the meeting violated the April Order as set forth more fully in the
Supplemental Memorandum in Support of Defendants Motion to Postpone and Cross Motion for
Temporary Injunction dated April 20, 20II.
5. DiGenova noted his objections to the change in management, the modification of
voting rights without notice and the issuance of additional shares. Although, DiGenova, was
requested to vote as a sitting board member, (contrary to the allegations in Plaintiff's pleadings
herein) DiGenova abstained due to the pending litigation.
-26.
On or about April 29, 2011 Plaintiff QUASAR AEROSPACE INDUSTRIES, INC. ("Quasar") filed Amended and Restated Articles of Incorporation ("Amended Articles") with the Colorado Secretary of State. (Exhibit B)
7.
The Amended Articles appointed new officers of Quasar and modified voting rights with out prior notice. (Exhibit B)
8.
The Amended Articles also authorized the issuance of Thee Billion shares of common stock with a value of $0.0001 per share and Fifty Million shares ofpreferred stock with a $0.01 value per share.
9.
TIlls constitutes a sale of assets and incurrence of debt in the amount of Five Hundred and Thirty Thousand Dollars (3,OOO,000,000Shares of Common Stock x $0.0001 = $30,000.00, plus 50,000,000 Shares of Preferred Stock x $0.01 = $500,000.00 for a total of $530,000.00.)
10.
Quasar's issuance of the additional stock is a sale of its assets and the incurrence ofmajor debt in directcontravention oftheApril Order.
Accordingly, Defendant-Counter Plaintiff DiGenova requests that this Court find that Quasars issuance of additional share by the Amended Articles is violates the April Order, that Quasar is in contempt and for such other and further relief as the Court may deem just and proper.
-3CERTIFICATE
OF SERVICE
WE HEREBY CERTIFY that a true and correct copy of the foregoing was served on Kenneth A. Tomchin and Brett P. Abner, 6816 Southpointh~~ay, Suite 400, Jacksonville, FL 32216 by facsimile (904/353-0188) and U.S. Mail on this ~day ofMay, 2011.
Respectfully submitted, RUMRELL & BROCK, P.A.
in y C. Bro
F . Bar No.: 971669 E-Mail: [e-mail] Deborah R. Reid Fla Bar No.: 0012871 E-Mail: [e-mail] 9995 Gate Parkway, North, Suite 190 Jacksonville, FL 32246 Phone: [phone] Facsimile: [phone] Attorneys for the Defendant
-4•
I


QUASAR AEROSPACE INDUSTRIES, INC. 9300 Normandy Blvd., Suite 502, Jacksonville, Fl32244
Notice of Meeting of the Board of Directors
To:
Members ofthe Board of Directors and Invitees
Fr:
Joshua Henderson, President
5j:
Board Meeting April 21, 2011
Dt:
April 18, 2011
A meeting of the Board Of Directors ofQuasar Aerospace Industries, Ine;" a Colorado.
corporation, will be held at 2pm EDST on Thursday, April 21; 2011. The place for the meeting will be the offices of Tomchin & adorn, 6816 Southpoint Parkway, Suite 400, Jacksonville, Fl 32216.
For Board members and guests that cannot attend in person you may join the meeting telephonically by dialillg 605-475-6100 and enter conference code 369369#. The meeting will be chaired by Joshua Henderson, and Donnell Vigil shall act as recording secretary.
The purposes ofthe meetingare:
1.
The election oftwo additional Directors Scott Martin &Donnell Vigil
2.
Nominate Donnell Vigil as Corporate Secretary
3.
Confirm the Authorized common shares to 3 Billion shares and file Amended & Restated Articles. with Secretary ofState for Colorado
4.
Ratify previous actions ofthe Board of Directors and Officers
5.
Funding for current operations
6.
Computershare relationship
7.
Reinstate OASP with the OTC and bring filing current
8.
Other business as may be brought before the Board.
EXHIBIT
IA

The remaining pages were the new articles filed in Colorado.