Aisystems, Inc. (fka ASYI)

[Clutch Cargo]

ASYI – you asked about ASYI’s two Canadian subsidiaries …

and which one might be “holding” AERO IQ Inc.

There is a far more “intriguing” question, however, about those wholly-owned subsidiaries …. that are registered in Toronto, Ontario, and were never divested (along with Airline Intelligence Systems, back in March of last year) … even though they were specifically created to perform managerial and corporate tasks for Airline Intelligence Systems … such as paying employees, etc., dealing with vendors, etc., etc.

ASYI’s 10K specifically states that:

“The subsidiaries provide management services and corporate services to the parent company [ASYI].”

Why would ASYI want to continue the existence (and bear the on-going administrative and operational costs) of those two Canadian subsidiaries … now that Airline Intelligence Systems is divested. And ESPECIALLY now that ASYI is “dead and gone”????

As I posted some weeks ago (with supporting links), ASYI’s former CEO is (and continues to be) the CEO of one of those Canadian subsidiaries, and that they have 4 to 6 full-time employees.

So why would he resign from ASYI … and yet continue to be the CEO of one of those wholly-owned Canadian subsidiaries?

The answer lies in this statement from ASYI’s 10K for the period ended December 31, 2010:

“The Company [ASYI] has net operating loss carry-forwards, including from its [two] Canadian subsidiaries, which are available to offset future taxable income. At December 31, 2010, the Company has U.S. accumulated net operating loss carry-forwards of approximately $25,477,000, due to expire beginning 2025, and Canadian accumulated net operating loss carry-forwards of $6,007,000, due to expire beginning 2027.”

Had ASYI chosen to divest itself of those two Canadian subsidiaries, then it would have instantly lost $6,007,000.00 of NOLs (which have now grown to over $8 Million).

Which kind of suggests that it not only has an “eye” on those NOLs … but a plan to use them in some sort of way, eh? But even more importantly, it certainly suggests that those NOLs are not worth “mere pennies on the dollar”. If so, then ASYI would have had no problem whatsoever in divesting them.

At any rate, this is good, sharp, clear thinking for a company that’s deemed to be no more than a “leaderless-dead-POS”.

And now back to your OTHER question as to which one of the two subsidiaries might be “holding” AERO IQ Inc.

The answer is obvious, isn’t it: NEITHER of them is. Their NOLs cannot be transferred to whoever ACQUIRES AERO IQ, but must continue to reside with ASYI. Whoever merges with ASYI will also take the two Canadian subs and their NOLs. Therefore, AERO IQ is a relatively new, free-standing, wholly-owned subsidiary of ASYI … into which ASYI has transferred all of its intellectual property … prior to spinning it off. Whoever acquires AERO IQ won’t get one DIME of those NOLs. They stay with ASYI, awaiting a transfer to its merger partner … who I still firmly believe will be Global Convergence Solutions.

In order for a spin-off to be tax-free, ASYI must “control” AERO IQ immediately before the spin-off takes place. The IRS has stated that “control” means that ASYI must own at least 80% of all the common and preferred stock of AERO IQ (which it MUST disburse to the ASYI shareholders).

http://www.spinoffadvisors.com/articles/spinoffs101.htm

And that’s why a trader like me will enjoy TWO enormous profit-making opportunities here: (1) the AERO IQ Inc. spin-off, followed by (2) the ASYI reverse merger.

It’s just that simple.

It’s just that cool.

And all I need here is continued PATIENCE (which I have in great abundance)!

Go AERO
Go ASYI
Go GCS
Go American Eagle
Go WestJet
Go Passur Aerospace
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