"Is the share exchange the best approach?" -- yes, its brilliant.
"Would Rule144 could place any trading restrictions on the exchanged shares of QASP shareholders" - probably not as long as Newco properly registers the newly issued shares.
"Are there other alternatives that would leave QASP shareholders with their QASP shares" - there could be, but then QASP shareholders would have to pay something for the Newco shares and James wouldn't have an incentive to assist QASP recover money from Newby, Dean etc.
"I would presume that the preferred share issue will be resolved with the present court case" - the present case doesn't specifically address the terms of the preferred, and the case can be dismissed simply on the fact that the Series Preferred factually do not have "as converted" voting rights in the Articles of Incorporation, therefore the Written Shareholder Consent did not represent sufficient votes to change directors. The matter of exactly what parties to the Equus merger received as consideration still needs to be resolved. This could happen quickly if there is mutual consent or take years if done through court determination (because any finding can be appealed). In the mean time, QASP is stalemated on life support in a vegetative state.