The .0015 Big Boys Board

[SJOGRINGO]

""..has invested over $1,700,000.00 in funds to acquire an interest in Mineseeker operations..""

ome > Boards > US OTC > Miscellaneous > Quasar Aerospace (QASP)
Public Reply | Private Reply | Keep | Last Read Post New Msg Replies (5) | Next 20 | Previous | Next

texkengold Share Thursday, January 19, 2012 1:20:21 PM
Re: Triforce post# 246691 Post # of 246709 IN THE CIRCUIT COURT, FOURTH
JUDICIAL CIRCUIT, IN AND FOR
DUVAL COUNTY, FLORIDA
CASE NO.: 16-2011-CA-001994
DIVISION: CV-C
QUASAR AEROSPACE INDUSTRIES, INC,
a Colorado Corporation, f/k/a QUASAR
INTERNATIONAL HOLDINGS, INC.
Plaintiff,
vs.
JEFFREY DIGENOVA, a South Carolina resident,
and NHS HEALTH SOLUTIONS, INC.,
a Nevada corporation,
Defendant.
_________________________________/
AMENDED VERIFIED COMPLAINT
Plaintiff, QUASAR AEROSPACE INDUSTRIES, INC., f/k/a QUASAR
INTERNATIONAL HOLDINGS, INC., (hereafter “Quasar”) sues Defendant, JEFFREY
DIGENOVA (“DiGenova”) and NHS HEALTH SOLUTIONS, INC. (“NHSH”), and alleges
as follows:
PARTIES & JURISDICTION
1. This is an action in equity for a declaratory judgment and for temporary
and permanent injunctive relief to stop DiGenova from continuing to act as an officer or
director of Quasar since he has been legally voted out of those positions by the
shareholders and board of directors of Quasar for cause and to recover damages from
DiGenova and NHSH in excess of $15,000.00, exclusive of costs, interest, and
attorneys’ fees.
2
2. Plaintiff, Quasar, is a Colorado corporation authorized and doing business
in the State of Florida with its principal place of business in Jacksonville, Duval County,
Florida.
3. Defendant, DiGenova is a South Carolina resident who has carried on a
business venture in Jacksonville, Duval County Florida. Upon information and belief,
DiGenvoa has been the CEO of Centaflix Corporation since April 27, 2011 and
President, Treasurer and sole Director for NHSH since December 27, 2010. DiGenova
has conducted business in the State of Florida and derived economic benefit from the
same.
4. Defendant, NHSH is a corporation organized and operating under the laws
of the State of Nevada and doing business in the State of Florida. Upon information
and belief, for all times material hereto, DiGenova has been the President, Treasurer
and sole Director for NHSH. NHSH has conducted business in the State of Florida and
derived economic benefit from the same.
5. Personal jurisdiction over the parties is proper in this Court pursuant to §
49.193, Fla. Stat., as the Defendants have conducted a business venture, committed
tortious acts, and conducted substantial but not isolated activities within the State of
Florida.
6. Venue is proper in this Court pursuant to §§ 47.011 and 47.051, Fla. Stat.,
as the causes of action alleged herein accrued and arose in Duval County, Florida.
QUASAR IS CREATED
7. In July of 2008, Quasar Aerospace Industries, Inc. (Delaware) was formed
as a Delaware “C” Corporation to act as an aviation holding company.
3
8. Atlantic Aviation, Inc., Quasar Aircraft Company, Inc. nka Quasar Aircraft
Corporation, and Aviation Import/Export, Inc. were sold to Quasar Aerospace Industries,
Inc. (Delaware) on or about August 8, 2008.
9. On March 17, 2009, Quasar Aerospace Industries, Inc. (Delaware) was
merged into Equus Resources, Inc., a Colorado corporation (“Equus”) which was a
dormant Pink Sheet public shell, which changed its name to Quasar Aerospace
Industries, Inc. (Colorado).
10. On March 17, 2009, Equus Resources, Inc. (Colorado) and Quasar
Aerospace Industries, Inc (Delaware) approved and executed a Stock Purchase
Agreement and Share Exchange wherein; Equus Resources, Inc. (Colorado) issued
and authorized Preferred Shares to McKenzie Capital Corporation convertible into
seventy percent (70%) of the total outstanding shares of Equus Resources, Inc.
(Colorado) common stock upon conversion and prior to conversion the Preferred
Shares represents seventy percent (70%) of the voting class of stock; and Equus
Resources, Inc. (Colorado) issued and authorized Preferred Shares to Carpathia, LLC
convertible into five percent (5%) of the total outstanding shares of Equus Resources,
Inc. (Colorado) common stock upon conversion and prior to conversion the Preferred
Shares represents five percent (5%) of the voting class of stock. The Preferred Shares
approved and designated to McKenzie Capital Corporation and Carpathia, LLC are to
be of the same class and designations. A copy of the Stock Purchase Agreement and
Share Exchange is attached hereto as Exhibit “A”.
11. On March 19, 2009, McKenzie Capital Corporation assigned and
transferred all interest, right to receive shares and benefit to Dean O. Bradley,
4
individually. A copy of the Assignment of Right to Receive Shares is attached hereto as
Exhibit “B”.
12. On or about, August 3, 2010, Quasar Aerospace Industries, Inc.
(Colorado) changed its name to Quasar International Holdings, Inc. Shortly thereafter,
930 shares of Class A Preferred Stock were physically issued as previously approved;
850 shares to Dean O. Bradley and 80 shares to Carpathia, LLC. Copies of these stock
certificates are attached hereto as composite Exhibit “C”.
13. On September 22, 2010, DiGenova was placed on Quasar’s Board of
Directors by the shareholders of Quasar through Written Consent of the Shareholders in
Lieu of a Meeting as provided for in Quasar’s Bylaws and DiGenova was appointed
Quasar’s Chief Executive Officer and President. A copy of the Written Consent of the
Shareholders in Lieu of a Meeting is attached hereto as Exhibit “D”.
14. During the time period from March 2009 through September 2010, Quasar
planned, prepared for, and actively solicited a contractual relationship with numerous
target acquisitions and was successful in actually procuring several such relationships,
and, in actuality, entered into a contractual and business relationship with, but not
limited to, Mineseeker Overseas Operations, Ltd., a BVI Corporation (“Mineseeker”).
Copies of email correspondence, Promissory Note and Board of Directors Resolution is
attached hereto as Exhibit “E”.
DIGENOVA IS REMOVED AS OFFICER AND BOARD OF DIRECTOR
15. After taking office DiGenova started implementing policies that were not in
line with the shareholders vision for the company and because he was making
decisions that were detrimental to Quasar, including, but not limited to, attempting to
5
issue himself one (1) million Class A Preferred Shares of Quasar equating to the control
block of Quasar without a board of directors meeting or consent and in violation of
Quasar’s Articles of Incorporation and Bylaws. The shareholders of Quasar decided
that his direction for the company was not the right one and his decisions were not in
the best interest of Quasar. It was therefore decided to remove him as a board of
director of Quasar.
16. On January 27, 2011, the requisite shareholders for Quasar entered a
Written Consent of the Shareholders in Lieu of a Meeting in which DiGenova was
removed for cause as a board of director of Quasar and in which they elected a new
board of directors comprised of Joshua Henderson, James Ray, and William Cirmo. A
copy of this Written Consent of the Shareholders in Lieu of a Meeting is attached hereto
as Exhibit “F.”
17. Shortly after the Written Consent of the Shareholders in Lieu of a Meeting
was entered removing DiGenova as a board of director of Quasar, the newly constituted
board of directors removed DiGenova as the CEO/President and as an officer of Quasar
pursuant to a Special Board of Directors Meeting held on January 27, 2011. A copy of
the minutes of this Special Board of Directors Meeting is attached hereto as Exhibit “G.”
DIGENOVA IGNORES BOARD AND SHAREHOLDER ACTIONS
18. The Written Consent of the Shareholders in Lieu of a Meeting and the
minutes of this Special Board of Directors Meeting were provided to DiGenova informing
him that he was no longer either a board of director or the CEO/President of Quasar.
19. DiGenova has ignored the actions of the shareholders of Quasar and the
newly appointed board of directors. DiGenova has attempted to merge Quasar with
6
another company, on information and belief has allegedly signed a letter of intent with
that company and has continued to hold himself out as the current CEO and President
of Quasar and as one of its board of directors. A copy of the internet announcement
concerning DiGenova’s attempt to merge Quasar with Centaflix Corporation is attached
hereto as Exhibit “H.”
20. If DiGenova is allowed to illegally hold himself out as the current CEO,
President and as a board of director of Quasar, third parties will assert his actions bind
Quasar. The current officers and board of directors have repeatedly demanded that
DiGenova cease his improper actions, but all such requests have gone unheeded.
COUNT I
(Declaratory Judgment)
21. Plaintiff realleges paragraphs 1 through 20 and incorporate them into this
count.
22. This count is for a declaratory judgment pursuant to Chapter 86, Florida
Statutes.
23. Since DiGenova has been voted off for cause as a board of Director and
CEO/President of Quasar he has no right to retain such positions or control or manage
Quasar or any of its assets. The only legal rights DiGenova has in Quasar is as a
Quasar shareholder as provided by Chapter 607, Florida Statutes.
24. Even though DiGenova was removed as the CEO/President and as a
board of director of Quasar he has failed and refused to surrender such positions and is
improperly acting as if he has control over the day to day operations of that company.
7
25. The parties are in dispute regarding their rights, status and duties with
respect to the status of DiGenova as either the CEO/President or as a board of director
of Quasar and need a declaration from this Court.
WHEREFORE, Plaintiff demands a declaration that: (i) Defendant DiGenova is
no longer the CEO/President of Quasar; (ii) Defendant DiGenova is no longer a board of
director of Quasar; (iii) Defendant DiGenova is obligated to surrender control and
management of Quasar to the properly elected Board of Directors; (iv) any actions
taken by the DiGenova after he was removed as CEO/President and as a board of
director of Quasar be declared null and void or subject to ratification by Quasar’s legally
elected board of directors; and (v) Defendant DiGenova has no rights in Quasar’s affairs
or any of its assets, other than such rights generally given to shareholders under Florida
law.
COUNT II
(Injunction)
26. Plaintiff realleges paragraphs 1 through 20 above and incorporate them
into this count.
27. DiGenova has been removed for cause from the board of directors of
Quasar and has been removed as its CEO and President. He no longer has any rights
to carry on the day-to-day operations of that company. To date, he has ignored his
removal from Quasar and has improperly and illegally continued to hold himself out as
having all rights of Quasar’s CEO and President. Alternatively, DiGenova has asserted
that the individuals who voted him out of office did not have either the right or power to
do so. If that assertion is correct, then DiGenova was never properly voted into office
8
and he has never rightfully served as CEO or President of Quasar and should be
enjoined from acting as such.
28. Despite requests, DiGenova has failed and refused to provide Quasar with
the corporate documents improperly and illegally taken from the corporate offices by
him. Through his actions, DiGenova has exposed the remaining board of directors and
officers of Quasar to potential personal and/or criminal liability by, among other things,
unlawfully posting misleading and potentially insider information on web sites in an
improper attempt to inflate Quasar stock price and by taking actions purportedly on
behalf of the board of directors without first giving notice to the entire board of directors.
Such actions include, but are not limited to, the decision by DiGenova to merge Quasar
with Centaflix Corporation without board approval. Based upon the above, DiGenova
has caused and continue to cause Quasar irreparable harm for which there is not
adequate remedy at law.
29. DiGenova purchased NHSH a Pink Sheet public shell while he was acting
as Quasar’s CEO/President and became President, Treasurer and the sole Director for
NHSH on December 27, 2010.
30. NHSH entered into a Share Exchange Agreement with Centaflix
Corporation on May 12, 2011 which is the same merger DiGenova allegedly negotiated
for the benefit of Quasar. A copy of the Share Exchange Agreement is attached hereto
as Exhibit “I”.
31. Quasar is likely to succeed on the merits of its claims and has a clear right
to relief because it is clear that DiGenova’s improper conduct is subjecting Quasar to
business decisions it is not in agreement from a individual who was voted out of office
9
and who had a two or three month involvement in Quasar before being removed from
office for cause.
32. Any harm to DiGenova if an injunction is granted would not be outweighed
by the harm to Quasar if an injunction is not granted. DiGenova has no right to control
or dictate the policy of Quasar since he does not represent a legally elected Board of
Director or CEO/President, but one removed from office appropriately.
33. In this case, public policy and the law of Florida support the granting of
injunctive relief. The law of corporations in Florida recognizes that a legally elected
Board of Directors shall control a corporation. One individual who has been rightly
removed from office has no legal right to dictate a corporation’s policy over the
objections of the rightful Board of Directors. Florida public policy does not reward those
who commit fraud.
WHEREFORE, Plaintiff Quasar respectfully requests this Court to issue a
temporary, and thereafter permanent, injunction against Defendant DiGenova to: (i)
immediately cease holding any Special Board of Director meeting or other Board of
Director meeting until further order of this Court; (ii) immediately invalidate the purported
attempt to merge Quasar with Centaflix Corporation; (iii) immediately set aside any
corporate action taken by DiGenova after he was removed as CEO/President or board
of director until further ratification, if any, by the lawful board of directors of Quasar; (iv)
immediately provide Quasar with its corporate books and records; and (v) immediately
prohibit Defendant DiGenova from conducting any corporate action of Quasar to
maintain the status quo.
COUNT III
(Damages-Breach of Fiduciary Duty)
10
34. Plaintiff realleges paragraphs 2 through 20 and incorporates them into this
count.
35. This is an action for damages that exceeds $15,000, exclusive of costs
and interest.
36. DiGenova owed a fiduciary responsibility to Quasar as its CEO/President
and Board of Director. He breached that duty by allowing major assets of Quasar to be
squandered and mismanaged. DiGenova also set up competing businesses for the
purpose of attempting to take over assets of Quasar.
37. While at the same time claiming to be the current CEO/President and
Board of director of Quasar, DiGenova has acquired NHSH a separate publicly traded
company in competition with Quasar and has accepted a position with a rival privately
held company as its CEO/President. DiGenova has admitted that the business plan he
had envisioned for Quasar, is the same being implemented at his new company.
38. DiGenova through NHSH entered into a Share Exchange Agreement with
Centaflix Corporation on May 12, 2011 which is the same merger DiGenova allegedly
negotiated for the benefit of Quasar.
39. DiGenova through NHSH finalized the acquisition of Mineseeker as a
subsidiary of NHSH on June 30, 2011 which negotiation began while DiGenova was
acting CEO/President of Quasar and NHSH refuses to recognize Quasar’s investment
in Mineseeker.
40. DiGenova has also illegally solicited current shareholders of Quasar to
tender their stock in Quasar to his new company. Also, internet postings are being
made concerning this stock swap, as well as conference calls dealing with the same
11
issue, all with DiGenova’s blessing. This has caused damage to Quasar that it demands
be paid by DiGenova due to his improper actions and self-dealing.
41. While acting as CEO/President of Quasar, millions of dollars of
investments have been put at risk do to the actions of DiGenova. If these assets are
forever lost, DiGenova owes those amounts back to Quasar do to his actions and
inactions as listed above.
42. DiGenova also released several companies from their debts owed to
Quasar and/or released assets back to companies that owed debts to Quasar without
consideration. DiGenova did so without Board of Director vote/approval or permission
from the shareholders of Quasar, causing damage to Quasar.
WHEREFORE, Quasar demands a judgment against DiGenova is excess of
$15,000.00, plus costs, interest and any other relief this court deems appropriate.
COUNT IV
(Tortuous Interference with a Contract)
43. Plaintiff realleges paragraphs 2 through 20 and incorporates them into this
count.
44. Quasar had and has an on going contractual relationship with Mineseeker
Overseas Operations, Ltd., a BVI Corporation (“Mineseeker”) and has invested over
$1,700,000.00 in funds to acquire an interest in Mineseeker operations.
45. While acting as Quasar’s CEO/President, DiGenova has invested his own
funds into Mineseeker, but did nothing as Quasar’s CEO/President to try and solidify the
relationship with Mineseeker. Instead, he conspired to set up a new company and form
12
a lucrative business relationship with Mineseeker for himself even though he was aware
of the contractual relationship between Quasar and Mineseeker.
46. NHSH is a Pink Sheet public shell that was purchased by DiGenova while
he was acting as Quasar’s CEO/President and was sought to entice Mineseeker to
cease their contractual relationship with Quasar so that any and all proceeds invested in
Mineseeker by Quasar would be recognized as a NHSH receivable.
47. NHSH while under the direction of DiGenova entered into negotiations
with Mineseeker and began to implement their scheme to knowingly interfere with the
contractual relationship between Quasar and Mineseeker.
48. NHSH under DiGenova’s control finalized the acquisition of Mineseeker as
a subsidiary of NHSH on June 30, 2011 and NHSH refuses to acknowledge Quasar’s
investment in Mineseeker and contractual relationship.
49. The actions of DiGenova and NHSH intentionally, unjustifiably and
tortuously interfered with Quasar’s contractual relationship with Mineseeker as a result
of the allegations set forth above.
50. As a direct and proximate result of DiGenova and NHSH’s tortuous
conduct, Quasar has sustained damages resulting from the unjustifiable interference
with Quasar’s contract rights with Mineseeker.
WHEREFORE, Quasar demands a judgment against DiGenova and NHSH for
damages in excess of $15,000.00, together with costs, interest and any other relief this
Court deems appropriate.
COUNT V
(Tortuous Interference with a Business Relationship)
13
51. Plaintiff realleges paragraphs 2 through 20 and incorporates them into this
count.

52. Quasar had and has an on going business relationship with Mineseeker
Overseas Operations, Ltd., a BVI corporation (“Mineseeker”) and has invested over
$1,700,000.00 in funds to acquire an interest in Mineseeker operations. While acting as
Quasar’s CEO/President, DiGenova has invested his own funds into Mineseeker, but
did nothing as Quasar’s CEO/President to try and solidify the relationship with
Mineseeker. Instead, he conspired to set up a new company and form a lucrative
business relationship with Mineseeker for himself even though he was aware of the
business relationship between Quasar and Mineseeker.

53. DiGenova purchased NHSH a Pink Sheet public shell which he conspired
to set up to form a lucrative business relationship Mineseeker while he was acting as
Quasar’s CEO/President.
54. NHSH sought out Mineseeker to entice them to cease any and all
business relationships with Quasar so NHSH could financially benefit from Quasar’s
established business relationship and investment in Mineseeker and DiGenova would
personally benefit.
55. NHSH while under the direction of DiGenova entered into negotiations
with Mineseeker and began to implement their scheme to knowingly interfere with the
business relationship between Quasar and Mineseeker.
56. NHSH under DiGenova’s control finalized the acquisition of Mineseeker as
a subsidiary of NHSH on June 30, 2011 and NHSH refuses to acknowledge Quasar’s
investment in Mineseeker and business relationship.
14
57. The actions of DiGenova and NHSH intentionally, unjustifiably and
tortuously interfered with Quasar’s business relationship with Mineseeker as a result of
the allegations set forth above.
58. As a direct and proximate result of DiGenova and NHSH’s tortuous
conduct, Quasar has sustained damages resulting from the unjustifiable interference
with Quasar’s business relationship with Mineseeker.
WHEREFORE, Quasar demands a judgment against DiGenova and NHSH for
damages in excess of $15,000.00, together with costs, interest and any other relief this
Court deems appropriate.
TOMCHIN & ODOM, P.A.
By:__________________________
KENNETH A. TOMCHIN
Florida Bar No.: 724955
BRETT P. ABNER
Florida Bar No.: 707996
6816 Southpoint Parkway, Suite 400
Jacksonville, Florida 32216
[phone] (telephone)
[phone] (facsimile)
15
VERIFICATION
I, DONNELL J. VIGIL, based on my personal knowledge, hereby verify that the
facts alleged above are true and correct.
_______________________________
DONNELL J. VIGIL
STATE OF FLORIDA
COUNTY OF DUVAL
The foregoing instrument was acknowledged before me this _____ day of
November, 2011 by DONNELL J. VIGIL who ______ is personally know to me, or who
produced _______________________________ as identification and did/did not take
an oath.
________________________________
NOTARY PUBLIC, State of Florida


out of touch, and could someone please stinkey this?
tia


[e-mail]
jmho