Replies to post #224093 on Green Energy Enterprises Inc. (GYOG)
03/21/11 1:39 AM
imo u r a co conspirator with jeff unless u want to dis associate from him now..
07/11/12 1:38 AM
Czarnik served an essential role in these illegal offerings. He churned out bogus opinion letters predicated on the Promoters' alleged representations to him that they are buy-and hold investors. In fact, Czarnik knew that they had no intention of holding the stock, but that they intended to nationally advertise the stock and quickly dump their shares into the public market for millions of dollars. Czarnik knew or was severely reckless in not knowing that the Promoters intended to distribute the stock to the public and that the transfer agent would rely on his letters and issue stock certificates without restrictive legends.
From:
Mike Kendrick <MKendrick@mineseeker.com>
Add to Contacts
To: xxx xxx<xxx.xxx@xxx.xxx>
Hi xxx, please forgive me for not fully replying but rather attaching a copy of a not to two other QASP shareholders. I hope this is OK . If you have any further question, feel free to ask.
Disclaimer - June 27, 2011
This email and any files transmitted with it are confidential and intended solely for xxx. If you are not the named addressee you should not disseminate, distribute, copy or alter this email. Any views or opinions presented in this email are solely those of the author and might not represent those of . Warning: Although has taken reasonable precautions to ensure no viruses are present in this email, the company cannot accept responsibility for any loss or damage arising from the use of this email or attachments.
From: Mike Kendrick
Sent: 27 June 2011 17:28
To: 'xxx'
Cc: 'xxx'
Subject: Update
Hi xxx, I have given some thought to your predicament and felt it about time you had an explanation. I have also copied this to xxx, given his email to me of today.
Regards,
Dear xxx,
Thank you for the reply. I do understand your position and I have tried to help and accommodate the QASP shareholders.
Let me explain how.
Firstly, you must understand that we were let down very badly by QASP. They stopped the agreed funding, suddenly and without notice, at a critical time in our programme. This caused enormous damage to our progress – right in the middle of our Croatia demonstration.
On top of that disappointment, some of the QASP shareholders were making libellous claims against us on a public forum. Others were contacting the Croatian authorities to check on our bonifides and not believing we were even in Croatia. One contacted the company of our partner, who passed away suddenly on the basis that we may have made up that story. Incredibly distasteful and unprofessional.
So, at that point, I think you will understand why we wanted nothing to do with QASP. We were being slandered and QASP had reneged on the deal. The contract states quite clearly that the payments were non returnable options.
It then became apparent that Joe Canouse may sue Mineseeker for the $1.7 million that QASP had paid to Mineseeker. In fairness to Joe, he told us he had not seen the agreements and knew of no non-returnable options. We sent Joe copies of the documents two weeks ago and on the 17th of June he acknowledged that he had not seen them before and that they ‘ shed light on your perspective’. Joe's claims were further complicated by Dean Bradley who has written to the Mineseeker stating that much of the cash advanced, came from him personally, not from QASP. The stated that the QASP books did not show any money due from Mineseeker and that we owned him the money. The statement that no debt by Mineseeker was in the books came at a time when Dean was, undisputedly ( I think) the president of QASP.
However, Jeff DiGenova, argued long and hard for the QASP shareholders, stating that many had lost money – some their life savings- and some had only invested as they believed in Mineseeker. This persuaded me that we should take another look at this situation and I offered QASP 4% of common stock in our public entity.
The sequence of events was as follows;
We received several offers to merge with Trophy, from Dean Bradley who explained that he and Joe Canuse owned the company (Trophy) and they would like to work with us.
We met Joe Canuse, Dean Bradley and Donna Virgil during our most recent visit to Jacksonville. I agreed to this meeting on the basis that QASP would not be discussed. We were only listening to an offer from Trophy. We took the details of this offer to our legal counsel who, like ourselves, questioned the legality and ethics of the proposed arrangement. Joe wrote to us formally with this offer which we rejected. We were surprised that these confidential conversations and proposed agreements were emailed to other parties. The details of that breach are being held for future action, if and when necessary.
We made an in good faith offer to QASP, via Joe on the above described 4% of common stock. I assume Joe put this to the QASP shareholders. He did not reply to us formally, although he informed by telephone that it was of no interest. We wrote back to him informing him that the offer was open until 21st of June. We received no response and the offer lapsed.
It seems to me that a section of QASP shareholders are determined, at all cost, to spoil any attempt by NHSH to make a deal with Mineseeker, although, the arrangement would obviously be to the advantage of most . Now, an attack on Dan DiGenova, a young man making his way in life, is subjected to vicious rumours and attacks on his personal integrity. I can tell you that we consider Dan to be a fine young man and our DD would have quickly picked up any questionable behaviour on his part. We have received the shareholders registry related documents and will have warrants to support them. The accusation is obviously false and is simply designed to cause damage to the main body of QASP shareholders, while benefiting one or two.
As far as the accusations against Mineseeker and me personally, we are in the process of subpoenaing a website, Investors Hub, to identify the perpetrators of many false and malicious statements.
I am not in the habit of writing long diatribes but felt this story should be set on record.
Please feel free to post this anywhere you wish. I would be happy to respond to any sensible questions.
Mike Kendrick
Founder.
The Mineseeker Foundation.
The Control Tower. Wolverhampton Business Airport.
Bobbington. Stourbridge. DY7 5DY
T. 01384 904020.
M. 07802 395969
www.mineseeker.org. www.mineseeker.com. www.thesoleofarica.za.org
www.thesoleofarica.za.org
From: Joe Canouse [mailto:joe@thinkpinkllc.com]
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
joe@thinkpinkllc.com
P: 866-770-0006
P2: 770-521-1330
F: 770-521-0259
From: Craig Huffman <craig@dslgpa.com>
To: ' Joe Canouse ' <joe@thinkpinkllc.com>
Cc: 'Donnell Vigil' <donnell_vigil@yahoo.com>; ' Craig A. Huffman ' <Craig@securuslawgroup.com>
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: (888) 914-4144
Fax: (888) 783-4712
e-mail: craig@securuslawgroup.com
From: Donnell Vigil [mailto:donnell_vigil@yahoo.com]
Sent: Monday, October 17, 2011 11:47 AM
To: Craig Huffman ; ' Joe Canouse '
Cc: ' Craig A. Huffman '; Donnell_Vigil@yahoo.com
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 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
(904) 589-1894 - cell
(904) 378-3259 - office
From: Craig Huffman [mailto:craig@dslgpa.com]
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: (888) 914-4144
Fax: (888) 783-4712
e-mail: craig@securuslawgroup.com
From: Joe Canouse [mailto:joe@thinkpinkllc.com]
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
joe@thinkpinkllc.com
P: 866-770-0006
P2: 770-521-1330
F: 770-521-0259
From: Craig Huffman [mailto:craig@dslgpa.com]
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: (888) 914-4144
Fax: (888) 783-4712
e-mail: craig@securuslawgroup.com
From: Joe Canouse [mailto:joe@thinkpinkllc.com]
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
joe@thinkpinkllc.com
P: 866-770-0006
P2: 770-521-1330
F: 770-521-0259
From: Craig Huffman [mailto:craig@dslgpa.com]
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: (888) 914-4144
Fax: (888) 783-4712
e-mail: craig@securuslawgroup.com
From: Joe Canouse [mailto:joe@thinkpinkllc.com]
Sent: Friday, May 25, 2012 2:31 PM
To: ' Craig Huffman '
Cc: ' Craig A. Huffman '; 'Donnell Vigil'; ' Ken Tomchin '; tomfavata03=40aol.com@pi8ip6be6-3cf5icqf.r-v5.readnotify.com; tomchin@tomchinandodom.com
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
joe@thinkpinkllc.com
P: 866-770-0006
P2: 770-521-1330
F: 770-521-0259
From: Craig Huffman [mailto:craig@dslgpa.com]
Sent: Friday, May 25, 2012 7:15 PM
To: ' Joe Canouse '
Cc: ' Craig A. Huffman '; 'Donnell Vigil'; ' Ken Tomchin '; tomfavata03=40aol.com@pi8ip6be6-3cf5icqf.r-v5.readnotify.com; tomchin@tomchinandodom.com; ' 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: (888) 914-4144
Fax: (888) 783-4712
e-mail: craig@securuslawgroup.com
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