CC - Notes:
Replay: (712)-432-0900
In attendance: Joe, Josh, Bill, Donnell
Joshua - Talked about the demand for pilots, flight training and integrity\transparency. Said they have an 85% pass rate. Resecured aircraft.
Bill Cirmo - A-Cent Aviation - founded in 1983 acquired by Quasar Aug.2011. 6 instructors, 2 admin. Part 61 school, not certified.
A-Cent is under a 141 designation. Allows them to branch out (I believe this includes AA as well). Veterans\College enrollment. Mountain State(?)\Pikes Peak Community College, Colorado. Cessna Training Center. Currently train under 141. Discussed visa's and programs for students to do cross country training between Col and Fl.
Mentioned following on Flight Aware by ATC #
CAR - Expansion ... Something to do with an insurance co. ?
AA - Marketing on Skyrise, Groupon. Summer camp for kids. Highest revs they have had. 4-5 mil. company with 30% profits. - 141 certificate ... Can process 16 student pilots in 6 months.
Joe - Moving forward on flight training, etc. Believes Quasar is a scallable business, more flight instructors can be brought in.
Clean up corp. structure. Render accounting on ...
Full audit - Collection on debts\obligations.
Bring in an outside entity to give a fair market evaluation.
Websites - Poor admitedly, plans to develop and welcomes questions, ideas.
Questions:
1. Please provide a clarification on the Preferred Shares - All classes but primarily the series "A". Shareholders would like to know who holds what, what the true conversion factor is and how this affects current common shareholders. Additionally, can you explain how the AOI can be changed and which version of the restated articles are "current" as far as the courts understanding.
Didn't quite get all this but had in my notes that there was an error, might have been in the Sept. filing - Certificates of designations convert to majority. Terms cannot be changed without the class vote. Note - Got a further clarification from Joe afterwards - REGARDING THE PREFERRED A'S WHICH ARE OF MUCH CONSTERNATION AND ALTHOUGH THEY GIVE CONTROL TO THE HOLDERS THEY ALSO ARE A RED FLAG TO ATTRACTING REAL INSTITUTIONAL TYPE INVESTORS - PR'S MAY HAVE POORLY COMMUNICATED BUT ONCE DEAN IS OUT OF THE PICTURE ONE WAY OR THE OTHER WE CAN AMEND THEM WHICH I THOUGHT I PR'D AND COMMUNICATED - THAT FRANKLY WILL BE A BIG DRIVE FOR COMMON SHAREHOLDERS TO EVALUATE THE COMPANY
2. R\S - Please explain in detail how the necessity of the split was factored into the proposed\mandated 'shareholder vote'.
[color=red]Would be under default, not enough shares - Something about mid 2010 (I don't recall what that pertained to). In essence it was a repetetion of what was in the PR regaring the vote. To be determined by a 3rd party, etc. Again, seeking clarification - I asked the following: "I still don't see the upside for us considering the split and while I recognize you cannot predict the future this has pretty much eliminated us without us again adding more funds to average down, that of course being what got many of us into the predictament that we are in. While you cannot be held responsible for Deans actions it seems a less severe split ratio might have given us a better chance at recouping something." [Joe Canouse] WELL I TRIED NOT TO DO IT AT ALL; AND YOU MAY BE RIGHT; THEN AGAIN I THINK I CAN STILL BRING VALUE W. A PROPER SHARE STRUCTURE [/color]
3. Why wasn't the A\S reduced as part of the split?
Too many open issues, wait to see what plays out, have more clarity. Goes back to cleaning up the overall share structure.
4. Will the common shareholders vote have any relevance dependant on the answers above?
Back to the court order. (Not entirely clear to me)
5. What is the status of A-Cent Aviation? Has this acquisition been officially closed? When will we see their financials?
Is closed as stated in the PR at that time. Current on payments, every 60 days(?) - Paid off in Aug. Financials being complied, still gaps and missing records overall.
6. Considering the subsequent loss to common shareholders in light of the recent R\S, what possible outlook can be provided to mitigate and\or make us once again 'whole'?
Poked fun at the "I don't know, that Joe is famous for" - Transparency. Moving forward. Can't do anything about promises made. Has a fidicuary duty. Persuing former CEO - Collecions- Mineseeker - Colorado Springs has military presence. More potential.
7. We have often heard that we are missing 'the big picture', can you gives us at least a little picture of what this might entail?
Big picture. Pilot demand. Flight training. Employment in general. Good locations. Great margins. Opportunities exsist, (alluded to the former helicopter parts). Sizable chunk (Mineseeker), control block, (150M shares set aside). Monetize. Going after settlements.
8. Can you expect that any of the current common shareholders will ever see the QASP share price in the $1.00 to $10.00 range, where most of us are now averaged at?
No idea. - Mentioned the outside research report again. Would expect the SP to fluctuate.
9. Any updates to the court proceedings that you are able to share.
Up to date on website (I belive he meant the court site). Motion to vacate - Dean, 10K for the vote. Dean interferring - 2/29 Amend. complaint - NSH Torious Interferrence w\Mineseeker. control block.
10. Please provide DETAILS of the recent debt conversions, and any outstanding convertible debt.
Debt. converted prior. 169K - Joe 150K - Portions
11. What is the status on any attempts to retrieve money from Dean, Newby, Clayton etc. Also, how much was wasted on Tigerfish and is there any money left there to go after?
Reach out to all parties. Intereference - Dean\Quasar - T\A - OTC - PR Newsire -All having claims (?) Will go after all legal avenues. 1.8mil persuing w\attorneys - Have contracts - Tigerfish. Still missing records.
12. There has been a lot of numbers thrown around in this regard which are difficult to ascertain. Can you provide some color on what kind of dollars are involved and how (or if) they might be retained including the likelihood that this would translate into shareholder value.
(I think my notes blended together with the question above but he went into the document that surfaced here today)- Dean. Documented evidence. Settle all\any claims - The 'buyback of 980k shares(dollars?) Bought in Deans name w\QASP funds. Raised offer to 120K. Dean refused. Will go after him.
13. Certainly it's lost on no one that these are questions primarily from the sheeple gallery of ihub and the oft mentioned "QASP is toast" reference while dated and a bit overused, one would have to assume that you have had a change of opinion. Can you speak to this?
"QASP is toast" - At the time that is what it appeared to be. As creditor and _______ after review believed they can grow the business.
14. Anything that you are able to divulge regarding the current court proceedings.
Answered earlier.
Other notes - Last PR 25K cont. (Contributed? Don't recall what this referred to) Non-profit - VA Doesn't pay to get pilots licences - The non-profit setup ti help fill the gap.
Joshua - Mar. 17th Open House.
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