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04/28/14 3:35 PM

#304893 RE: SJOGRINGO #304888

???
What controversy?
It's makes up the game we play.

It doesn't effect what s going on now.

I don't care! Anyone else?
Can we still do polls on I-hub?

What to ask Donnell on the CC.
Questions about the R/S and and Joe issuing Trillions of shares?
Make me puke.
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MaxPowerLove$Ihub

04/28/14 5:24 PM

#304933 RE: SJOGRINGO #304888

I love to see higher high n higher low~ Chart still looks good~

- Go QASP
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SJOGRINGO

06/11/14 7:11 PM

#323326 RE: SJOGRINGO #304888

THANK YOU,Donnell: 258,126 Common for every PFD.A share Converted

Finally the PFD.A controversy can be put to Rest.

I applaud the actions of the CEO in making this PUBLIC INFORMATION for ALL Stockholders Information. Now ALL Stockholders can make more INFORMED decisions on investment in QASP.

This is a step in a positive Direction toward Corporate TRANSPARENCY, IMO.

REMOVING the GAG From the T/A also will be a step in this Positive Direction. Free the O/S number to ALL Shareholders.

All About Credibility at QASP IMHO

Thank you Donnell
SJOgringo
==
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: Two Billion and Five Hundred Million (2,500,000,000) 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. There shall be no cumulative voting authorized for common stock shareholders. 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 the 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. 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. Stockholders meetings shall be called by the Directors or by an Officer instructed by the Directors to call the meeting and
notice of all meetings shall be in writing and signed by the President or the Secretary of the Corporation.

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.

Series A Preferred Stock. The number of authorized shares constituting the series of shares of Series A preferred stock of the corporation with $0.01 value per share (the “Series A Preferred Shares”) shall be 1,000,000 pursuant to the Certificate of Designation. Each Series A Preferred Share shall automatically be converted into the number of shares of common stock of the corporation equal to the result of: (i) the number of shares of common stock of the corporation the “Common Shares”) issued and outstanding at the time of such conversion multiplied by 6; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such conversion (the “Conversion Ratio”) at any time at the option of the holders of a majority of the issued and outstanding Series A Preferred Shares upon written notice of the conversion and properly endorsed. Conversion Ratio Formula: # of Common Shares issued and outstanding x 6 ÷ # of Series A Preferred Shares issued and outstanding = Conversion Ratio per each Series A Preferred Share (i.e., 90,000,000 x 6 ÷ 2092 = 258,126 Conversion Ratio per each Series A Preferred Share)] On or before the date of conversion, each holder of Series A Preferred Shares shall surrender his or its certificate or certificates for all such shares to the corporation at the place designated in such notice, and shall thereafter receive certificates for the number of Common Shares to which such holder is entitled pursuant to this Section. On the date of conversion, all rights with respect to the Series A Preferred Shares so converted will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefore, to receive certificates for the number of Common Shares into which such Series A Preferred Shares has been converted. If so required by the corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the corporation, duly executed by the registered holder or by his attorneys duly authorized in writing. All certificates evidencing Series A Preferred Shares which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retire and cancelled and the Series A Preferred Shares represented thereby converted into Common Shares for all purposes, notwithstanding the failure of the holder or holders thereof to Common Shares for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as practicable after the date of such mandatory conversion and the surrender of the certificate or certificates for Series A Preferred Shares as aforesaid, the corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the number of full Common Shares issuable on such conversion in accordance with the provisions hereof. In the event, Series A Holder elects to exchange its Series A Preferred Shares to the Corporation, then the Corporation shall pay for each Series A Preferred stock equal to the Conversion Ratio of its Series A Preferred Shares (the “Exchange Rate”). The corporation shall not amend, alter or repeal the preferences, special rights or other powers of the Series A Preferred Shares so as to affect adversely the Series A Preferred Shares, without the written consent or affirmative vote of the holders of at least a majority of the then outstanding aggregate number of shares of such adversely affected Series A Preferred Shares given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class. Prior to conversion, each Series A Preferred Share shall automatically be granted the right to vote the number of shares of common stock of the corporation equal to the result of: (i) the number of shares of Common Shares of the corporation issued and outstanding at the time of such vote multiplied by 6; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such vote (the “Voting Ratio”) at any time at the option of the holders of the issued and outstanding Series A Preferred Shares. [Voting Ratio Formula: # of Common Shares issued and outstanding x 6 ÷ # of Series A Preferred Shares issued and outstanding = Voting Rights per each Series A Preferred Share (i.e., 90,000,000 x 6 ÷ 2092 = 258,126 Voting Rights per each Series A Preferred Share)].

Series B Preferred Stock. The full Board of Directors upon motion duly made, seconded and carried unanimously, approved the established of a second class of preferred stock to be referred to as “Class B Convertible Preferred Stock”. This class shall be allocated 150,000 shares of the 50,000,000 shares authorized in the Amended and Restated Articles of Incorporation of Quasar Aerospace Industries, Inc., f/k/a Quasar International Holdings, Inc. The officers of the corporation are further authorized to exchange preferred shares for common shares from existing shareholders and to transmit said common shares to the transfer agent, Computershare, for cancellation.

Series C Preferred Stock. The full Board of Directors upon motion duly made, seconded and carried unanimously, approved the establishment of a third class of preferred stock to be referred to as “Class C Convertible Preferred Stock.” The class shall be allocated 1,000,000 shares of the 50,000,000 shares authorized in the Amended and Restated Articles of Incorporation of Quasar Aerospace Industries, Inc., f/k/a Quasar International Holdings, Inc. The “Class C Convertible Preferred Stock” shall bear the same properties as the “Class B Convertible Preferred Stock” shown in the preceding paragraph, except that the “Class C Convertible Preferred Stock” shall have no voting rights.

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 Business Corporations Act.


ARTICLE VIII
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 or with respect to any acts or omissions in the performance of his or her 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 any executive officer of the corporation. Any amendment or repeal of the Article VIII 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: May 29, 2014

/s/Donnell J. Vigil_
By: Donnell J. Vigil
CEO, President & Corporate Secretary of the Corporation
Mailing Address:
9300 Normandy Blvd., Suite 502
Jacksonville, FL 32221

/s/Liann Francisco_
By: Liann Francisco
COO of the Corporation
Mailing Address:
9300 Normandy Blvd., Suite 502
Jacksonville, FL 32221
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http://www.sos.state.co.us/biz/ViewImage.do?fileId=20141337692&masterFileId=20041038153
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SJOGRINGO Monday, 04/28/14 03:26:05 PM
Re: thetruth3333 post# 304817
Post # 3048889
BINGO!!Excelent venue for Donnell to Discuss PFD.A controversy
and put to bed all the speculation once and for all...
I'm confident more than one or two shareholders would have some
intelligent questions for her..

WHAT CEO would want this much controversy among loyal Shareholders
with such a great future pushing the stock Higher y HIGHER..??

GREAT IDEA... wish I would have thought of it.. wink
looking forward Too..
SJO
Quote:
thetruth3333 Member Level Monday, 04/28/14 02:21:38 PM
Re: zk12 post# 304813
Post # of 304884
I am looking more for the CC that is comming!!

GO QASP

Never buy/sell based on my posts.My posts are opinions
only.My positions are subject to change W/O
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