Green Energy Enterprises Inc. (GYOG)

[dehydratedman]

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=76731421&txt2find=opinion

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=76730736&txt2find=opinion

again i think you are asking the wrong question and in this case the wrong document

who in your opinion requires a legal opinion for a reverse split

why would a poster here have that legal opinion if not me or another rep of quasar

Joe, if you you say that you don't need an Opinion Letter to complete a reverse split...why were you asking Craig Huffman to write one, on October 14, 2011? The thing about e-mails is once you send them they are gone...and perhaps you didn't want all these sent out as well...or did you? So were you lying that you didn't need an opinion letter..or you still say you don't need one...in your OPINION?

From: Joe Canouse [mailto:[e-mail]]
Sent: Friday, October 14, 2011 9:41 AM
To: ' Craig Huffman '
Cc: 'Donnell Vigil'
Subject: Legal Opinion

Dear Craig

Thank you for agreeing to write the legal opinion required from Computershare. I have copied Donnell Vigil who is our corporate secretary and will be sending you everything you need.
If you can do it by Monday that would be great.

best regards,

Joseph C. Canouse
[e-mail]

P: 866-770-0006
P2: 770-521-1330
F: 770-521-0259




From: Craig Huffman <[e-mail]>
To: ' Joe Canouse ' <[e-mail]>
Cc: 'Donnell Vigil' <[e-mail]>; ' Craig A. Huffman ' <[e-mail]>
Sent: Friday, October 14, 2011 8:01 PM
Subject: QASP Reverse
Joe,

I saw when I received the paperwork that QASP is a Colorado Company. As such you fall under Colorado Business Corporation Act. Specifically, to effect a reverse stock division it is governed by Section 7-106-105. Under that section, which I have copied below, you must obtain shareholder approval, with notice to all common stock class members, and approval from a shareholder meeting.

I reviewed the QASR Articles of Incorporation, including the latest changes, and there is nothing that allows this to be done without shareholder approval. I am sorry, but I don't see how this is done, unless you have a shareholder meeting/vote first. Let me know what you want to do.

7-106-105. Reverse stock split. (1) Unless otherwise provided in the articles of incorporation, the outstanding shares of a class or series may be reduced to a lesser number of shares by a reverse split made on the terms set forth in this section.

(2) To effect the reverse split , each outstanding share of the class or series shall be divided by the same divisor as is every other such share.

(3) Each share of the class or series shall have, after the reverse split , such par value, if any, as may be stated in the articles of incorporation.

(4) If the articles of incorporation are to be amended in connection with the reverse split, whether to change the number of authorized shares of such class or series or the par value, if any, of the shares of such class or series or for any other reason, such amendment shall be effected pursuant to article 110 of this title.

(5) In lieu of issuing fractional shares upon such reverse split , the corporation may take any of the actions provided for in section 7-106-104.

(6) For the reverse split to be effected:

(a) The board of directors shall recommend the reverse split to the holders of shares of the class or series that is to be reverse split and to each other voting group that is entitled, by reason of any provision in the articles of incorporation, to vote on the reverse split, unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the reverse split; and

(b) The holders of shares of the class or series that is to be reverse split , and each other voting group that is entitled, by reason of any provision in the articles of incorporation, to vote on the reverse split , shall approve the reverse split .

(7) The board of directors may condition the effectiveness of the reverse split on any basis.

(8) The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the reverse split , of the shareholders' meeting at which the reverse split will be voted upon. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the reverse split , and the notice shall contain or be accompanied by a copy or a summary of the reverse split .

(9) Unless articles 101 to 117 of this title, the articles of incorporation, bylaws adopted by the shareholders, or the proposing board of directors require a greater vote, the reverse split shall be approved by the votes required by sections 7-107-206 and 7-107-207 by every voting group entitled to vote on the reverse split.


Craig A. Huffman
Securus Law Group, P.A.
13046 Racetrack Road #243
Tampa, Florida 33626
Phone: [phone]
Fax: [phone]
e-mail: [e-mail]





From: Donnell Vigil [mailto:[e-mail]]
Sent: Monday, October 17, 2011 11:47 AM
To: Craig Huffman ; ' Joe Canouse '
Cc: ' Craig A. Huffman '; [e-mail]
Subject: Re: QASP Reverse

Craig:

Please find attached a copy of the Amended and Restated Articles of Incorporation that Quasar is filing today with the Colorado Secretary of State. This amendment incorporates the following language which conforms with Quasar's corporate Bylaws.

"Except as may otherwise be provided by the Colorado Business Corporation Act, 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 I, p. 1

Quasar's Bylaws were published to the public on May 19, 2009 (see http://www.otcmarkets.com/stock/QASP/financials). The foregoing language was omitted in error in our previous filing and in order to conform to our Bylaws we will amended our articles to comply.

In accordance with Quasar's Bylaws and our newly Amended Articles of Incorporation, Quasar should have the right to conduct a reverse split with a written consent thereto signed by stockholders with majority of the voting power without needing a meeting.

Please let me know your thoughts.

Thanks,

Donnell J. Vigil
Corporate Secretary & Director
Quasar Aerospace Industries, Inc.
9300 Normandy Blvd., Suite 502
Jacksonville, FL 32221
[phone] - cell
[phone] - office



From: Craig Huffman [mailto:[e-mail]]
Sent: Monday, October 17, 2011 9:07 PM
To: 'Donnell Vigil'; ' Joe Canouse '
Cc: ' Craig A. Huffman '
Subject: RE: QASP Reverse

Joe and Donnell,

This is proving complicated, however you got over the shareholder approval hurdle. Can someone send me the resolution for the reverse. I seem to have everything else but that. It was not on file with Colorado that I saw.

Minor detail ... Please send so I can finish this by tomorrow.

Joe, you and I need to talk tomorrow about this please.


Craig A. Huffman
Securus Law Group, P.A.
13046 Racetrack Road #243
Tampa, Florida 33626
Phone: [phone]
Fax: [phone]
e-mail: [e-mail]




From: Joe Canouse [mailto:[e-mail]]
Sent: Monday, October 17, 2011 9:20 PM
To: ' Craig Huffman '; 'Donnell Vigil'
Cc: ' Craig A. Huffman '
Subject: RE: QASP Reverse

Ok will call...donnell pls forward the resolution

Joseph C. Canouse
[e-mail]

P: 866-770-0006
P2: 770-521-1330
F: 770-521-0259




From: Craig Huffman [mailto:[e-mail]]
Sent: Tuesday, October 18, 2011 9:03 PM
To: ' Joe Canouse '; 'Donnell Vigil'
Cc: ' Craig A. Huffman '
Subject: QASP Opinion

Joe and Donnell,

Attached is the opinion for the reverse division for Computershare. Joe , I would still like to talk to you. I tried your office today but didnt get through. Too many choices were Canouses that were not you on the phone menu.


Craig A. Huffman
Securus Law Group, P.A.
13046 Racetrack Road #243
Tampa, Florida 33626
Phone: [phone]
Fax: [phone]
e-mail: [e-mail]




From: Joe Canouse [mailto:[e-mail]]
Sent: Tuesday, October 18, 2011 9:05 PM
To: ' Craig Huffman '
Subject: RE: QASP Opinion

Sorry I will figure out my direct number
The extension is 222
The cell is 404-444-7855
I will call you in the morning unless you have a better time to suggest

Joseph C. Canouse
[e-mail]

P: 866-770-0006
P2: 770-521-1330
F: 770-521-0259



From: Craig Huffman [mailto:[e-mail]]
Sent: Sunday, October 23, 2011 7:13 PM
To: ' Joe Canouse '
Cc: ' Craig A. Huffman '
Subject: Invoice for QASP Opinion

Jose,

Attached is the invoice for the reverse division opinion for the Quasar corporate action for Computershare. The amount of the initial quote was really small compared to all that went into this and the extensive litigation. Normally this type of fee would be $3k plus given all at hand. I only increased the quote by $500. Let me know what else is needed. Anything for Pinksheets I will have my associate do it quickly.


Craig A. Huffman
Securus Law Group, P.A.
13046 Racetrack Road #243
Tampa, Florida 33626
Phone: [phone]
Fax: [phone]
e-mail: [e-mail]




From: Joe Canouse [mailto:[e-mail]]
Sent: Friday, May 25, 2012 2:31 PM
To: ' Craig Huffman '
Cc: ' Craig A. Huffman '; 'Donnell Vigil'; ' Ken Tomchin '; tomfavata03=[e-mail]; [e-mail]
Subject: RE: Invoice for QASP Opinion

CRAIG PLEASE CALL ME ON MY MOBILE PHONE AS AN INDIVIDUAL ATTACHED, MR. TOM FARTVALTA, IS MAKING CLAIMS THAT HE AND A GENTLEMAN NAMED MARREK OZGOODWA HAVE ENGAGED YOU TO SUE ME.

AS YOU KNOW YOU AND I HAVE SPOKEN ABOUT A SIMILAR SUIT ON MY BEHALF AS WELL AS MR. JAMES OWENS AND YOU HAVE BEEN ENGAGED BY QUASAR AS WELL WHICH I AM THE CEO OF

PLEASE CALL TO DISCUSS AT 404-444-7855

BEST REGARDS,

Joseph C. Canouse
[e-mail]

P: 866-770-0006
P2: 770-521-1330
F: 770-521-0259



From: Craig Huffman [mailto:[e-mail]]
Sent: Friday, May 25, 2012 7:15 PM
To: ' Joe Canouse '
Cc: ' Craig A. Huffman '; 'Donnell Vigil'; ' Ken Tomchin '; tomfavata03=[e-mail]; [e-mail]; ' Craig A. Huffman '
Subject: RE: Invoice for QASP Opinion

Joe,

For the record I have not been retained, nor my firm for any such lawsuit. That is incorrect and such representations should not be made by any party.


Craig A. Huffman
Securus Law Group, P.A.
13046 Racetrack Road #243
Tampa, Florida 33626
Phone: [phone]
Fax: [phone]
e-mail: [e-mail]