Item 1.01 Entry into a Material Definitive Agreement

The Company's wholly owned subsidiary, Quadra Energy Systems Inc. ("QES") is in the process of fulfilling a sales order of one QES2000 Utility Unit with Fanta International Enterprises (Canada) Inc. pursuant to the Distribution Agreement signed on July 20, 2009. QES's technical team has commenced manufacturing the unit with an anticipated delivery date of January 15, 2010.

Item 3.02 Unregistered Sales of Equity Securities

Effective November 3, 2009, the Company issued 400,000 Series A Preferred Stocks and 135,700 Common Stocks to our President, Mr. Diedrick, for compensation for services rendered. Mr. Diedrick's salary is $ 15,000 per month commencing from February 2009 for a total of $ 150,000 for ten months for the fiscal year ended November 2009. The 400,000 Preferred Stocks and 135,700 Common Stocks were valued at closing price of $ 0.28 per stock in lieu of cash payment.

Effective November 5, 2009, the Company issued 889,280 Common Stocks to Magnum Group International Inc. for services rendered and payments by Magnum made on behalf of the Company and QES from December 1, 2008 to September 1, 2009. The total debt incurred totaled $ 249,000. The Company issued 889,280 Common Stocks valued at a closing price of $ 0.28 per stock for settlement of this debt.

The offer and sale of the shares were exempt from registration pursuant to section 4(2) of the Securities Act, Rule 701 and Rule 506 of Regulation D promulgated there under. We believe that these sales were also exempt under Regulation S under the Securities Act, as such sales were made in offshore transactions to non-U.S. persons.

{WLMLAW W0034668.DOC}

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On November 2, 2009, the Company filed a Certificate of Designation that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation, as amended and restated, created a Series A Preferred Stock, $0.001 par value, with a maximum of 20,000,000 shares authorized of the 750,000,000 Preferred Shares Authorized, which series shall have certain designations and number thereof, powers, preferences, rights, qualifications, limitations and restrictions, in particular, it shall have the following voting rights:

Each share of Series A Preferred Stock shall entitle the holder to One Hundred
(100) votes for each share of Series A Preferred Stock. In any vote or action of the holders of the Series A Preferred Stock voting together as a separate class required by law, each share of issued and outstanding Series A Preferred Stock shall entitle the holder thereof to One Hundred (100) vote per share. The holders of Series A Preferred Stock shall vote together with the shares of Common Stock as one class. The holders of the Series A Preferred Stock shall share ratably, with the holders of common stock, in any dividends that may, from time to time may be declared by the board of directors. Series A Preferred Stock are not convertible into common stock. The holders of the Series A Preferred Stock shall rank equally with the holders of common stock in respect of all rights in liquidation, dissolution or winding up with all of said assets being distributed among the holders of the Series A Preferred Stock and other classes of stock ranking equally with the Series A Preferred Stock. The complete Certificate of Designation is filed as Exhibit 4.1.