SOURCE: Quasar Aerospace Industries, Inc.

January 27, 2011 19:33 ET

Notice of Letter of Intent for Merger Between Quasar Aerospace Industries, Inc. and Centaflix Corporation

JACKSONVILLE, FL--(Marketwire - January 27, 2011) -  Today, Quasar Aerospace Industries, Inc. (PINKSHEETS: QASP) ("Quasar"), a Colorado corporation, and Centaflix Corporation ("Centaflix"), a Florida corporation, agreed on the fundamental points of a merger and entered into a Letter of Intent, more particularly outlined below.

1. Purpose of Merger.

Sharing a common recognition of the need to achieve an adequate business scale and expand the companies' services globally and in scope, Quasar and Centaflix believe that this strategic merger will provide the appropriate platform for effective growth into both companies' respective industries. Through this merger, both corporations expect to smoothly integrate their respective infrastructure, management, and long-term viability goals into a merged entity confidently poised to provide its growing customer base with better services in a competitive business environment. In addition, growth through this merger will enable the merged company to meet its shareholders' expectations.

2. Outline of Merger.

(1) Schedule of Merger.
Signing Letter of Intent for merger: January 27, 2011
Signing of Merger Agreement: On or before March 27, 2011 (as outlined in the abovementioned signed letter of intent.)

(2) Merger Form.
In the form of an absorption-type merger with Quasar as the surviving company.

(3) Content of Allotment in Relation to Merger.
The final allotment in relation to the merger is yet to be determined at this stage and will be notified at a later date once it is determined. However, the parties contemplate that Centaflix or a subsidiary of Centaflix will merge with and into Quasar in a tax-free reorganization transaction in which (i) Quasar will be the surviving corporation, (ii) all of the existing assets of Quasar will continue to be owned by Quasar, (iii) Centaflix or its shareholders will receive all of the issued and outstanding shares of Preferred Class A Stock and seventy-five percent (75%) of the issued and outstanding shares of common stock of the surviving corporation, and (vi) all of the shares owned by the existing shareholders of QUASAR shall be converted, in the aggregate, into twenty-five (25%) of the issued and outstanding shares of the surviving corporation.

3. Overview of Companies Involved in Merger.

As of January 27, 2011

(1) Trade Name   Quasar Aerospace Industries, Inc.
(company being merged into)
  Centaflix Corporation, and Subsidiaries
(company merging into another)
(2) Description of Business   Quasar engages in the design, manufacture, and sale of aircrafts and aircraft components in the United States. The company also operates a flight school at Herlong Airport in Jacksonville, Florida. In addition, it imports and sells aircrafts and aircraft components. The company is based in Jacksonville, Florida.   Centaflix and its subsidiaries engage in the design, manufacture, and direct/indirect sale of its proprietary technology services and products for the entertainment, technology, and education industries. The company provides its services globally. The company is based in Jacksonville, Florida.
(3) Representative   Jeff DiGenova   James Owens

4. Conditions of Merger.

The execution of the Merger Agreement is conditioned on the non-involvement of Dean Bradley, former Chief Executive Officer and member of the Board of Quasar, in any way in the ongoing business concerns of Quasar or this proposed merger transaction. As part of the terms and conditions of the letter of intent, any involvement by Dean Bradley in the management of Quasar, the operation of day-to-day activities of Quasar, or the negotiation, facilitation, or execution of this proposed merger shall result in an immediate termination of all merger activities with Centaflix.

5. Post-Merger Status.

(1) Trade Name: TBD
(2) Description of Business: TBD
(3) Head Office Location: TBD
(4) Representative: TBD
(5) Total Assets: TBD
(6) End of Fiscal Year: TBD

ALL INQUIRIES REGARDING THIS NOTICE OR THE PROPOSED MERGER SHOULD BE ADDRESSED TO THE FOLLOWING FIRM CONTACT:

BATAINEH | PALMERI, LLP
info@batainehlaw.com
c/o Quasar - Centaflix Merger Team

Forward-Looking Statements
Certain statements in this press release relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to known and unknown factors that may cause actual results of Quasar Aerospace Industries, Inc. ("Quasar") to be different from those expressed or implied in the forward-looking statements. Words such as "believe," "estimate," "will be," "will," "would," "expect," "anticipate," "plan," "project," "intend," "could," "should" or other similar words or expressions often identify forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding our outlook, projections, forecasts or trend descriptions. These statements do not guarantee future performance, and Quasar does not undertake to update its forward-looking statements. It is important to note that actual results of the company may differ materially from those described or implied in such forward-looking statements based on a number of factors, including, but not limited to: (i) economic volatility in the global economy generally and in capital and credit markets; (ii) Quasar's ability to generate cash from operations, secure external funding for operations and manage liquidity needs; (iii) adverse changes in the economic conditions of the industries or markets Quasar serves; (iv) government regulations or policies, including those affecting interest rates, liquidity, access to capital and government spending on infrastructure development; (v) commodity price increases and/or limited availability of raw materials and component products; (vi) compliance costs associated with environmental laws and regulations; (vii) Quasar's ability to maintain their respective credit ratings, material increases in either company's cost of borrowing or an inability of either company to access capital markets; (viii) financial condition and credit worthiness of Quasar's customers; (ix) material adverse changes in our customers' access to liquidity and capital; (x) market acceptance of Quasar's products and services; (xi) effects of changes in the competitive environment, which may include decreased market share, lack of acceptance of price increases, and/or negative changes to our geographic and product mix of sales; (xii) adverse changes in sourcing practices for our dealers or original equipment manufacturers; (xiii) additional tax expense or exposure; (xiv) inability to successfully integrate and realize expected benefits from acquisitions or mergers; (xv) significant legal proceedings, claims, lawsuits or investigations; (xvi) imposition of significant costs or restrictions due to the enactment and implementation of health care reform legislation and proposed financial regulation legislation; (xvii) changes in accounting standards or adoption of new accounting standards; and (xviii) adverse effects of natural disasters. The forward-looking statements in this release are made as of the date hereof and Quasar Aerospace Industries, Inc. under take no obligation to update such statements.

Contact Information

  • BATAINEH | PALMERI, LLP
    info@batainehlaw.com
    c/o Quasar - Centaflix Merger Team

    QUASAR AEROSPACE INDUSTRIES, INC.
    9300 NORMANDY BLVD., SUITE 511
    JACKSONVILLE FL 32221 US
    JEFF DiGENOVA
    CHIEF EXECUTIVE OFFICER

    CENTAFLIX CORPORATION
    ASHOK MOHAN
    PRESIDENT