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LOL! 8 months being here ... and you're still as crisp, witty and relentless as ever.
It chokes me to say this ... but have a nice weekend.
LOL! My thoughts EXACTLY '48! However ...
I wonder why MAXM came back, and why it spends each day now at the TOP of the L2 ... as if it were WAITING for something?
I also wonder why there are SIX MMs here. Surely, ASYI's lying in a graveyard. Why then the need for so many MMs? Nobody's making so much as a DIME here. So why do they assemble here each day?
THIS TRADE IS AS INTERESTING AS IT IS "WEIRD"!
IF GCS were that "merger candidate", then we've been computing its 2012 revenue in the neighborhood of $3,500,000.00 (see earlier posts on that subject). Therefore, a merger with ASYI prior to GCS filing its tax return would immediately result in a tax savings of a whopping $1,225,000.00 (i.e., 35% of $3,500,000.00.)
And $1,225,000.00 will go a LOOOOOONG way in providing the funds necessary to enable GCS to penetrate the Mexican and Latin American marketplaces (which it very recently said it's attempting to do).
STILL think that ASYI is just a "POS"?
You just may get your wish keech:
I'm hoping it's after mid March when I first bought in
Don't worry about the NOLs ... 'cause they're as good as GOLD. I've checked every single filing, all the way back to 2005, and NO PROHIBITED CHANGE OF OWNERSHIP ... EVER... NEVER!!!!! And if you maintain otherwise, then post the EDGAR filing that SHOWS that prohibitive ownership change.
Also, you don't burn through $76,000,000.00 in 4 short years, receiving no revenue, and NOT know that you've got some very valuable Tax Deferred Assets (i.e., NOLs) building up on your balance sheet. LOL!!! And if you didn't know that, then certainly your independent CPA firm would tell you that you did; or the tax department at your law firm would (who, in ASYI's case is one of America's PREMIER mergers and acquisitions law firms.)
And if ALL of those people didn't alert you to the value of your NOLs, then surely the hedge fund investor in ASYI (Merus Capital), who sits on the ASYI Advisory Board) would have told you (especially since it invested $10,000,000.00 in the company, and some of those Tax Deferred assets were theirs).
And as to why Microsoft and Oracle aren't sniffing around ASYI ... that's obvious, isn't it? ASYI ALREADY has identified a merger candidate. The SEC no longer requires a company to disclose the content of a merger-related LOI. And just GUESS who that candidate is ... a company that is now free to engage in a merger with ASYI. WE'VE BEEN THROUGH ALL OF THAT 5 MONTHS AGO.
Shhheeeezzzz
And of almost equal importance is the fact that ASYI is a 'turn-key' operation, in that it has a large, loyal (and severely tested) following of shareholders. A merger candidate can hit the ground running. No need to build-up shareholder attention. No need to float numerous, expensive PRs. Hundreds will immediately flock to the merger candidate's stock.
Not so with an unknown shell.
And as to those NOLs ... $30,000,000.00 worth of 'em! Ready to use 20 years out into the FUTURE ... as well as 4 years BACK in time. That means that a merger candidate can file with the IRS to receive virtually all the taxes that it's EVER paid, as far back as 2007 (assuming, of course, that it earned revenue during that time).
“Five”?!? Is that ALL?...
“Five new followers on the board in 2 days ... is this waking up again?
Caution. $0.82 AFTER the pre-merger conversion. Figure on a converstion factor of 100. So, if you now own 50 million shares, you'll multiply that $0.82 by 500,000 post merger shares.
ASYI = BEATTY = MKHD = GCS = RAZORSIGHT = LATIN AMERICA + EUROPE + ASIA + PACIFIC RIM COUNTRIES = $0.82 PER SHARE WHEN THE SUPER 8K DROPS!
MARK IT!
Hopefully you'll get a fill, as there are 53 million now on the Ask at .0001.
In case I'm busy doing something else when that happens, let me NOW say good-bye to you.
Actually, "all that DD" comprised the following:
1. That ASYI possesses over $30,000,000.00 of Tax Deferred Assets, while having total debt (real debt) of less than $4,000,000.00.
2. That the ASYI "insiders" have been, for almost 1 1/2 YEARS, covertly creating a seperate, PRIVATELY-HELD company, into which all the 'core assets' have now been transferred ... and that company is called AERO.
3. That ASYI's former-CEO received $4,000,000.00 on TOP of his normal salary of $405,000.00.
4. That ASYI's present-CEO received $400,000.00 on TOP of his normal salary of $135,000.00
5. That the so-called 4.25 Billion 'dump' was actually a FAKE-DUMP, which could not have taken place pursuant to the regulations of SEC Schedule 13(D), and Section 382 of the Tax Code.
6. That there are no more than 1.25 Billion shares in the OS. (Again, Schedule 13(D) and Section 382.
7. That the Kool-Tel LOI was actually a FAKE-LOI.
I'd call that pretty doggone good DD for folks who don't have ANY access to the company's internal documents. Just imagine where we'd all be if none of that DD were ever uncovered?
YOU CERTAINLY WOULDN'T WANT ALL OF US IN THAT TERRIBLE A PERDICAMENT ... WOULD YOU???
"NEWS" is coming alright. Don't think for a hot second that it's not. You have only to LOOK at where it's being NOW crafted. You can also LOOK within the context of ASYI's most recent 10K and contrast the events listed therein with the sudden and unexpected 'outting' of AERO.
"News" is DEFINITELY coming!
P.S.: a special "shout=out" to good captain CEO-Haines, who steered little ASYI across the very stormy waters of 2012. Congratulations Haines. You managed to hit every damned rock and reef along the way. LOL! I CANNOT WAIT until ANOTHER CAPTAIN makes your sorry @ss of a CEO walk the plank ... in a public filing (and hopefully followed by a good, old-fashioned ghetto-beat-down).
BOOM, BOOM, BOOM! I'M IN THIS NOW!!!!!!!!
I hear you Brother. As ALWAYS, you speak the truth!
ASYI – I'm “feelin” you little-B:
It’s been 3 long months now since the bid was “closed” … but WHY? Why close it? And why for so long?
No buyer “interest” here?
NONE at all?
Or maybe just 3 million or 4 million shares?
Or maybe even less than that?
If I were an MM, I’d be DELIGHTED to show the PEEPS that.
No buyer “interest” in ASYI.
No demand for its shares.
WHY can’t that be shown?
It would scare-off the PEEPs.
It would scare-off potential buyers.
It would keep things “as they are”.
But what if the bid were to be “opened”?
And it showed pent-up buyer demand?
And “strengthening” buyer demand?
And all the PEEPS who now want in?
But only want “in” at $0.0001?
If I were an MM, I’d be very UNHAPPY to show that.
What would happen?
We’d blow through the $0.0001s.
And then confront MAXM on the $0.0002s.
A furious struggle might well ensue.
And ASYI would then begin to TRADE.
And ASYI could no longer be seen as being "dead"
So better to keep the bid “closed”.
And ASYI presumed "dead".
And the PEEPs fooled.
And the potential buyers unfilled.
And have things remain “exactly as they are”.
A little test: It's 10:00 EST. I just put an order in for 1/2-million shares. Let's see how long it takes to get a fill. The Ask shows 22.4 million available at .0001.
P.S.: I'll use the 1/2-milly to buy myself a Rollex next year! LOL
ASYI - ANYONE! ANYONE WHO MERGES WITH ASYI...
gets to IMMEDIATELY post over $25,600,000.00 in tax deferred assets to its balance sheet (and that's AFTER obligating itself to pay ASYI's $4.4 Million debt).
That means that ANYONE who is presently calculating the whoppiing 35% corporate tax rate that it faces when it does its Federal tax return next year can REDUCE that whopping 35% tax rate DOWN TO ZERO ... and keep it at ZERO for many more years to come.
Still think that ASYI is a "POS"?
Maybe it's because you're not a U.S. corporation who faces that killer 35% tax every year about this time!
To: ValueInvestor: the OS here is no more than 1.25 Billion shares ... and it's LOCKED-DOWN. We've all endured a MASSIVE scheme of deception here whose cover was COMPLETELY blown last week. Please read the posts of the poster, william48 for confirmation of this. Please also review his posting history.
Folks here (including myself) are pretty much 'tapped-out' and have no available powder for additional purchases at this time. Me and two other very trusted posters are trying to cobb together $5,000.00 in order to make a massive order in order to test the theory that the float is locked. However, we won't have all of those funds available until the 2nd week into the New Year.
THIS WOULD BE AN EXCELLENT TIME TO ENTER THIS TRADE ... IF THE MMs WILL SELL YOU ANY SIGNIFICANT SHARES.
IF YOU DO, IN FACT, MAKE THE ATTEMPT TO ENTER THIS TRADE, COULD YOU PLEASE LET US KNOW WHETHER OR NOT YOU WERE SUCCESSFUL IN GETTING A FILL.
Best Regards.
WHAT'S DONE IS DONE! TIME TO MOVE ON!
It's that time of the year: "out with the OLD, and in with the NEW".
I'm SOOOOOOO tired of hearing about "yesterday" here. Try to learn how to hit the ball where it's sitting at NOW.
And this is where the ASYI "ball" is now "sitting":
1. AERO's been exposed, so we NOW know that EVERYTHING, except the $30 Million of NOLs and the $11.2 Million of debt, have been successfully transfered over to AERO, and that AERO is set to officially launch, any day now. It took Dynamic well over a year and a half to engineer it all ... but now it's DONE ... so get over it! There was nothing that GCS could have EVER done with ASYI's intellectual property ... so let Dynamic do something positive with it. Keep you eye on the BALL (not AERO).
2. We NOW KNOW that the NOLs (that continue to reside with the ASYI shell) are VERY valuable because THERE HAS NEVER BEEN A SECTION 382 "CHANGE OF OWNERSHIP". AND IF ANYBODY CLAIMS THE CONTRARY, THEN POST YOUR LINK TO THE FILING THAT SHOWS SUCH A CHANGE ... BECAUSE I HAVE CRAWLED THROUGH EVERY FILING ON THE EDGAR WEBSITE ... GOING BACK TO 2005 ... AND THERE HAS NEVER BEEN A "CHANGE OF OWNERSHIP" FOR PURPOSES OF SECTION 382.
3. We NOW have excellent reason to believe that the OS contains no more than 1.25 Billion shares, BECAUSE no one has yet filed a MANDATORY SEC Schedule 13. So RIGHT NOW, ASYI's PPS should be sitting at $0.004, not $0.0001.
So what's not to like about our chances here ... as we await the New Year? ASYI's not going ANYWHERE, WITHOUT US! IT CAN'T BE MERGED WITHOUT US GETTING PAID!!!!!!!!!!!!!!!
AERO’s 'OUTTED' … AND THE GCS “MONEY-TRAIN” IS ROLLING!!!!!
There is now NOTHING further to be done by the “insiders” in this trade. Their carefully constructed COVER has been BLOWN-AWAY by the posters Lecorb and Keech. AERO was their “covert plan” to transfer all of ASYI’s “goodies” (including ASYI’s clients, marketing data, core-assets, intellectual property, and even its CEO) over to AERO and the ASYI “insiders” who own it. WE WERE NEVER SUPPOSED TO FIND THAT OUT. And now that we have done so … THIS TRADE CAN BE DECLARED TO BE OFFICIALLY “OVER”!!!
Any further attempts at deception will NOT deceive. Any further attempts to delay the inevitable will NOT result in delay. Any further attempts to “shuck & jive” ASYI shareholders will now be meant with ONLY contempt.
WE NOW KNOW WHAT THE NEAR-CRIMINAL GOAL OF THE ASYI “SCUM-BAG-INSIDERS” WAS … ALL ALONG. They’ve succeeded in that goal … and there is nothing that we can now do about it.
But THANK GOD, THANK GOD, that ASYI was such a miserable failure as a “development company”; racking-up over $76,000,000.00 of operating losses and incurring over $11,280,000.00 of debt obligations along the way. Those stupendous losses, and that staggering debt, is what GUARANTEES our pay-day, as they created a MOUNTAIN of NOLs that ONLY have value IF they can be transferred to some other company that generates a revenue stream which can make use of them as tax offsets, while simultaneously being in a position to assume responsibility for the repayment of all that debt.
THIS PRESENTLY LIMITS THE POSSIBILITIES TO ONE, AND ONLY ONE COMPANY, IN ALL THE WORLD … GLOBAL CONVERGENCE SOLUTIONS, WHICH IS ABOUT TO LAUNCH A BRAND NEW, REVOLUTIONARY PRODUCT THAT IT WANTS TO MARKET GLOBALLY. IT CANNOT ENGAGE IN SUCH AN EXPENSIVE VENTURE WITHOUT ACCESS TO THE CAPITAL MARKETS … ACCESS THAT IT CAN ONLY OBTAIN BY VIRTUE OF A T/R/M WITH ASYI … AND ITS $30,000,000.00 OF TAX DEFERRED ASSETS!
SO THE GCS “MONEY-TRAIN” IS NOW ROLLING. WE MAY NOT (AT THIS POINT IN TIME) KNOW ITS EXPECTED ARRIVAL HERE … BUT WE CAN NOW BE “CERTAIN” OF THE FACT THAT IT IS FINALLY “ENROUTE”!!!
GO ASYI
GO GCS
GO MKHD
GO T/R/M
THE MONEY-TRAIN!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
TAKE A DEEP BREATH, THEN FORGET ABOUT AERO…
because it’s NOT going to merge with ASYI. Indeed, it CAN’T merge with ASYi … unless it wants to destroy ASYI’s $30,000,000.00 of NOLs!!!
AERO, a privately-held, off-shore corporation, is presently owned by: (1) Stephen Johnson, its founder, who is the former CEO of ASYI; and (2) Roy Miller, the brilliant inventor of the software that AERO is now using; and (3) Merus Capital, who lists AERO as being one of its “Portfolio Companies”, and (4) Dynamic Intelligence, who presumably “gave” “AERO-founder-Johnston” $6,000,000.00 EXTRA dollars when he resigned as the CEO of ASYI back in September of 2011. You can be REASONABLY CERTAIN that a very large piece – if not all – of that $6,000,000.00 pay-out found its way onto the opening balance sheet of AERO.
Should AERO decide to foolishly merge into ASYI, then the following would IMMEDIATELY take place:
1. Merus Capital’s “beneficial interest” in AERO (we don’t yet know what that interest is; probably between 10% and 20%) would be IMPUTED to its “beneficial interest” in ASYI (which is presently 5.04%). This is because AERO, through its “controlling shareholders”, owns a significant position in ASYI. This means that if the Merus investment in AERO was more than 2.5% of the total investment (and you can be certain that it is), then that would trigger a clear “ownership change” under Section 382 of the Tax Code, thus destroying the value of the NOLs that even Merus stood to ultimately benefit from.
2. Likewise, Dynamic’s “beneficial interest” in AERO (we don’t yet know what that interest is; again probably between 10% and 20%) would also be IMPUTED to its “beneficial interest” in ASYI (which is presently 18.68%). This means that if the Dynamic investment in AERO was more than 9.34% of the total investment (and you can be certain that it is), then that too would trigger a clear “ownership change” under Section 382 of the Tax Code, thus destroying the value of the NOLs that even Dynamic stood to ultimately benefit from.
THERE IS ABSOLUTELY NO WAY AROUND THE PROHIBITIVE EFFECTS OF SECTION 382. Therefore, it is an “absolutely safe bet” that NO ONE associated with ASYI is even DREAMING of merging with AERO.
And nor should they, as AERO is presently in the best of all possible worlds. It exists as a privately-held company that is the ‘darling’ of several deep-pocket investors, such as Merus Capital, Dynamic Intelligence, Nickel Capital Partners, and Big Sky Investors. Why seek to so quickly become a publicly-traded company when you ALREADY have that which privately-owned companies go public to obtain?
No. AERO will remain a privately-held company, testing its water-wings while expanding its operations; all the while under Merus Capital’s wise tutelage as one of its “Portfolio Companies, until just the right “Mergers and Acquisitions” partner can be found for it (probably American Airlines). In this regard, we are no doubt looking at a 24 to 36-month time horizon … if not greater (that’s precisely why the standard Merus “Liquidation Clause” always mentions a 36-month period AFTER a “going public event”).
So forget all about AERO merging into ASYI. AERO has other, more exciting opportunities in its future … and those “opportunities” have been covertly designed to SOLELY benefit the bottom-line of Dynamic, Merus, and all the other ASYI “insiders”.
Sadly, we will not take part in that “Happy Ending” … but that was the goal of Dynamic’s near-criminal plan all along: carve out the “goodies” and stuff them into a brand new company that only the “insiders” owned; then merge the butchered, debt-ridden shell that remained into some other company that wanted to trade access to the NOLs for a promise to repay ASYI’s debt.
We therefore must content ourselves with the prospect of enjoying mere scraps from the butchered carcass of ASYI when it’s merged into Global Convergence Solutions and Mount Knowledge Holdings.
BUT HEY ... MONEY-IS-MONEY … AND THE GCS “MONEY-TRAIN” IS ON ITS WAY TO PICK UP THOSE NOLS … AND OFF-LOAD A “LIFE-CHANGING EVENT” FOR ALL WHO ARE NOW HOLDING TENS OF MILLIONS OF SHARES HERE!!!!!
AND IF YOU DON’T NOW HOLD “TENS OF MILLION OF SHARES” … THEN IT’S SIMPLY TOO LATE TO ACQUIRE THEM; AS THERE ARE NO MORE SHARES AVAILABLE IN THIS “SCAM-WITHIN-A-SCAM-OF-DECEPTION”. AND IF YOU DON’T BELIEVE ME … JUST TRY TO BUY 25 MILLION SHARES THIS AFTERNOON, AND SEE WHAT HAPPENS.
GO ASYI
GO GCS
GO MKHD
GO T/R/M!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
Your humor is understandable here. Our conclusions as to what is ACTUALLY happening in this trade have, in fact, changed ... because they HAD to change ... with the uncovering of BRAND NEW FACTS (such as the recently revealed existence of AERO, which was and is a true game-changer.
To that end, those of us who are heavily invested here, and as a result of that are deeply committed to constantly digging for more clues and closely examining those that we find ... are EVOLVING, as opposed to being wedded to the old factual assumptions that we stumbled upon in the past.
We once embraced KoolTel ... until we found out that it was merely sent our way to be a red-herring.
We once embraced James Beatty ... until we found out that he was merely a front-man for all the deception that's taken place here.
We once assumed that ASYI was making a fresh start in trying to find a merger partner and divesting itself of an albatross by the name of AIS ... until we discovered the existence of AERO.
We once assummed that 4 Billion shares were purchased during the dump ... until we read and understood Section 382 of the Tax Code and Section 13 (d) and (g) of the Exchange Act.
THIS TRADE IS "EVOLVING" BECAUSE WE ARE NOW ABLE, AT LONG LAST, TO PIECE FACTS TOGETHER IN MORE COHERENT WAYS THEN WE COULD BEFORE. One has only to look at AERO's sudden existence in order to know that what I'm saying is true.
So laugh as hard as you want at us and our pathetic efforts. Make jolly fun of those who are STILL reading and researching and digging.
BUT MAKE NO MISTAKE IN THIS ... WE'RE GOING TO UNCOVER THE COMPLETE TRUTH BEHIND THIS TRADE~!!!!!!!
ASYI – SOME INTERESTING TIME-LINES COMING OUR WAY!...
December 31st – the final day on which to make a declaration to your broker that you have suffered a tax loss with respect to your ASYI holdings. This now appears necessary to do, as it looks like the ‘bid’ will not in fact ‘open’ this year. So if you’re intent on “going-ashore”, you’ll need to call your broker first.
December 31st – the expected launching of AERO IQ’s product set, as well as its web site, which oddly enough is known as AERO-IQ.”org”. Why would a “for-profit” company use a “.org” as its website? Only not-for-profit foundations and organizations use that designation. Is this an attempt to fool us into waiting for the launch of such a site, when, all the while, a full-blown, undisclosed commercial site (by some other name) is already in operation? And have you noticed that AERO’s logo is not trade-marked … only 6 days before its launching? That fact seems to be a bit “odd” as well, especially considering that AERO has boasted of having clients “globally”. Clearly, MUCH more research needs to be done on these and other matters relating to AERO. THANK GOD that the posters, Lecorb and Keech uncovered the existence of AERO, which is no more than an blatant attempt by Dynamic to move all of ASYI’s customer-base, assets, intellectual property, employees, and even its former CEO, over to AERO. And to think that we WOULD HAVE NEVER KNOWN ABOUT THIS NEAR-CRIMINALITY! That being said, these folks bear VERY close watching in the New Year!!!
January 15th – the expected launch of GLOBAL CONVERGENCE SOLUTIONS’ brand new product set, which will consist of the means by which telecommunications’ carriers (like AT&T) can exchange information with one another (such as usage rates) in real-time, and instantly make decisions that add to their profitability. The heart of GCS’s new portal will consist of recently patented technology that creates an informational “engine” that does away with the need to apply out-dated “Least Cost Routing” of data (including “Big-Data”) between those telecommunications’ carriers. This is a truly revolutionary concept; one that ushers in the “Next Generation” telecommunications’ carrier. And it’s going to be launched on January 15th. Call me a fool if you will … but I FIRMLY do believe that GCS is going to be --- quite soon mind you --- our “CORPORATE PARENT”.
February 14th – the final day on which both Dynamic Intelligence, as well as Merus Capital (BOTH of whom are clearly a “qualified institutional investor” pursuant to Section 13(g) of the Exchange Act) has to file an “update” of any “change” in their “beneficial interest” of ASYI stock that may have taken place during 2012 … ESPECIALLY during the SUMMER of 2012. If we see such a filing, then we will immediately know much more than we do now about ASYI’s share structure (especially its OS). If, on the other hand, we DON’T see such a filing, then we can comfortably eliminate Dynamic (and AERO) as the “mystery purchaser” of that 4 Billion shares during the summer … leaving only Global Convergence Solutions or Mount Knowledge Holdings as the most likely suspects (they being the ONLY remaining companies here that are engaged in the business of software development). On a side note, I’m beginning to believe william48’s new theory that NO DUMPING TOOK PLACE … AND THAT ASYI’S OS CONTAINS ONLY 1.25 BILLION SHARES!!!! IF THAT’S TRUE, THEN ASYI’S PRESENT PPS SHOULD REALLY BE SITTING AT $0.001 RIGHT NOW!!!!!!!!!!!!!!!!!!!
February 28th – the final day for ASYI to pay its administrative fees to the State of Nevada, as well as to update its corporate listing … all for the purpose of continuing to have the right to transact business in that state. Should it fail to do so then a regulatory question would immediately arise as to whether or not FINRA would continue to permit ASYI’s stock to trade on the OTC. Due to the fact that the administrative fees involved are no more than $1,600.00, ASYI’s failure to pay them (and update its listing of officers) would be a clear signal on its part that it DOESN’T want its stock to trade. This would be especially true in light of the fact that it recently paid its former CEO the stunning sum of $6,000,000.00 MORE than was stipulated in his employment contract. Clearly then, ASYI would appear to be more than able to cough-up a mere $1,600.00 fee to the Secretary of the State of Nevada. But we shall see of course. ASYI’s been acting VERY strange … ever since AERO came into existence.
SO THEN … A VERY “INTERESTING” TWO MONTHS AWAIT US!
Your very excellent analysis also means '48 that NO OTHER PERSON ON THE PLANET could have purchased almost 4 Billion shares without filing an SEC notification UNLESS they owned at least 5% of ASYI's stock! ONLY DYNAMIC WAS IN THE POSITION TO TAKE ADVANTAGE OF THE SIMPLE MATHEMATICS THAT WERE AT PLAY HERE!!!
It's a done deal here! Dynamic was the buyer ... and is now holding 4 Billion ASYI shares ... JUST LIKE ME AND YOU!!!
I KNEW I WAS A REAL SMART COOKIE TO BUY THOSE SHARES!!!
ASYI - The “Divestment” involved AIS,
and NOT its “subsidiary”…
Let’s keep it ‘Real’ … so we know where we’re going.
YEARS BEFORE ANY reverse merger every took here, Dynamic Intelligence was doing business with Airline Intelligence Systems, Inc. (“AISystems”), which was incorporated in DELAWARE in December 2005. The business was started by Steve Johnston and Roy Miller (who had, two years earlier, quit his position at MicroSoft.
At the time, AISystems was a private company, and it owned: (1) 100% of the outstanding stock of “Airline Intelligence Systems Corporation”, an Ontario corporation formed in December 2005; and (2) 100% of the outstanding stock of AIS Canada Services Inc., an Ontario corporation formed in October 2009.
In all of Dynamic’s internal documents at that time, it was clearly stated that there was (1) “Airline Intelligence Systems, Inc.”, a company that was incorporated in DELAWARE, and referred to in those internal documents as “AI US”), and (2) an identically-named corporation, “Airline Intelligence Systems, Inc.”, a company that was incorporated in Ontario, Canada, and referred to in internal documents as “AI Canada”). See one such internal document (dated December 9, 2005) at this link: http://www.techagreements.com/agreement-preview.aspx?title=Wolf Resources - Master Services Agreement Between Dynamic Intelligence, Inc., Airline Intelligence Systems, Inc. (us&num=680997
THIS CORPORATE STRUCTURE REMAINED UNCHANGED FOR 5 YEARS … until, in an 8K, filed on March 19, 2010, by Wolf Resources, it was announced that Wolf had acquired “Airline Intelligence Systems, Inc.” via a reverse merger. The 8K further stated the following:
“Organization & Subsidiaries
AISystems owns [1] 100% of the outstanding common stock of Airline Intelligence Systems Corporation, an Ontario corporation formed in December 2005; and [2] 100% of the outstanding common stock of AIS Canada Services Inc., an Ontario corporation formed in October 2009.”
“1. Organization
AISystems, Inc. (the “Company”) was incorporated in Nevada on February 22, 2005 under the name Wolf Resources Inc. On March 19, 2010, the Company acquired Airline Intelligence Systems Inc. (“AIS”) ….”
“On March 13, 2012, the Company divested AIS pursuant to a Stock Transfer Agreement (the “STA”) with Rocmar Farms Limited (“Rocmar”). Accordingly, the operations of AIS for the periods presented have been reported as discontinued operations. See Note 8, “Discontinued Operations”.
“Note 8. Divestment of AIS Subsidiary
On March 13, 2012, the Company divested its subsidiary AIS pursuant to a Stock Transfer Agreement (the “STA”) with Rocmar Farms Limited (“Rocmar”).”
Dynamic WAS the "controlling shareholder" of Airline Intelligence. It obtained that status as a result of the MERGER of ASYI and AIS back in 2010. Both of those companies MERGED into one another, creating ONE entity for accounting and tax purposes. Dynamic was the sole controlling shareholder of that MERGED entity because it held (at that time) 5% of ASYI, the acquiring company.
ASYI received 100% of the stock of Airline Intelligence Systems in exchange for (roughly) 80% of the stock of ASYI.
THEN comes the divestment transaction of March 29, 2012, where, at the direction of DYNAMIC, ASYI transferred ALL (i.e., 100%) of its Airline Intelligence Systems stock over to RochMar Farms.
That Airline Intelligence Systems stock that it transferred REPRESENTED AND CONTROLLED an 80% controlling interest in ASYI … therefore, ASYI REALLY transferred a controlling interest in ITSELF over to RochMar Farms!
When the dust cleared, RocMar Farms then owned (roughly) 80% of ASYI, as well as 100% of Airline Intelligence Systems. That makes perfect sense, doesn't it? We're talking about two companies that have MERGED into ONE entity.
Then, 6 weeks later, the ‘dumping’ started, and 4 Billion shares of ASYI were sold, causing RochMar Farms’ 80% controlling interest in ASYI to be diluted into the ground. It was then that AERO stepped into the market and made its purchases (at bargain basement prices) … thereby acquiring that 80% (roughly) interest in ASYI. SUDDENLY, DYNAMIC DIDN'T OWN 5% OF ASYI ANYMORE ... IT THEN OWNED 80%!!!
When the dust settled, AERO, a privately-held, off-shore company, that is owned by Dynamic (another privately-held, off-shore company) then owned the 80% controlling interest in ASYI.
Suddenly, ASYI was reduced to no more than a STRIPPED-OUT “shell”, having $11,280,000.00 of debt and $30,000,000.00 of Tax Deferred Asset … a “shell” that was “controlled” by a privately-held company who was, in turn, owned by another a privately-held company.
So all the intellectual property then followed the entity that owned a "controlling interest" in ASYI ... now safely tucked into the financial statements of a privately-held, non-reporting, off-shore company.
Can you “guess” what is going to happen next?
A bankruptcy of ASYI? --- but that would destroy the NOLs. And besides, how would ANY of all that $11,280,000.00 of debt owed to Merus, and RochMar, and the debt-holders, and the service providers, and EVEN to Dynamic ... EVER be repaid if ASYI were permitted to go bankrupt?
An R/S of ASYI's stock? --- but that would affect Dynamic's holdings, and be a silly waste of time and legal fees.
SO WHAT TO DO WITH ASYI ... now sitting there, with $11.3M of debt and $30M of Tax Deferred Assets?
AND WHAT TO DO about all those now-worthless shares of ASYI stock that are held by debt-holders, service providers and insiders (like Merus)?
SUPPOSE ... JUST SUPPOSE ... THEY COULD "SWAP" ALL THEIR 'NEAR-DEAD' STOCK FOR "SOMEBODY ELSE'S VERY VALUABLE STOCK"?
Naw! That would just be a "Fantasy" ..... wouldn't it?
AERO is not going to merge into ASYI because it ALREADY owns ASYI. AERO was the entity that purchased the 4 Billion shares ... and AERO is owned by DYNAMIC ... who hired MAXM.
That's why.
LET’S GET IT STARTED WILLIAM48. BOMBSHELL #1…
Let’s all start referring to AERO by its proper name. It’s not “AERO-IQ”. It’s “AERO IQ, Inc.” If you use its proper name then your web searches for additional data will be more successful.
So let’s begin:
1. We all thought that AERO-IQ was started by ASYI’s former CEO, Stephen Johnston, shortly after he resigned in September of 2011. THAT’S NOT TRUE! AERO IQ, Inc. has been around for more than TWO YEARS!!! (I’ll post the confirmatory link later in this post. It’s not yet owned by ASYI, because ASYI would have had to reference it as an asset in its SEC filings. It’s existence was always going to be a BIG SECRET until it was ready to be launched.
2. We all now KNOW that AERO IQ has at least TWO lenders that have come on board with financial backing:
Merus Capital (an ASYI “insider” and former lender to ASYI):
http://www.meruscap.com/portfolio/aeroiq.html
And Big Sky VC, who has also invested in ASYI:
http://bigskyvc.com/portfolio/
We also now KNOW that AERO IQ, Inc. has some very heavy hitters on its “Advisory Board”, such as:
Peter M. Bowler the former CEO of American Airlines Eagle, and a member of the Executive Committee at American Airlines for over 11 years.
http://www.linkedin.com/profile/view?id=126041130&authType=NAME_SEARCH&authToken=2O3o&locale=en_US&srchid=4db03763-b275-4322-b92b-2e9e05bf13ff-0&srchindex=13&srchtotal=20&goback=%2Efps_PBCK_*1_Peter_Bowler_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_2_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&pvs=ps&trk=pp_profile_name_link
But he’s not the ONLY one on the “Advisory Board”.
There’s also: Chris Gardner, Managing Partner at Nickel Capital, who has also been in charge of “Business Development for the Airline Industry” at AERO IQ, Inc. “since 2012”:
http://www.yatedo.com/p/Chris+Gardner/normal/bc349085f9a00eab55a033e1faa0203d
And the ‘Mack-Daddy’ of them all, who also sits on the AERO IQ, Inc. “Advisory Board” is:'Sunny' Hemant Gosain, whose expertise is “Computer Software”, as well as a STRANGE SOUNDING WORD CALLED “SaaS” … which william48 might post about. MARK THAT WORD: “SaaS” … as it’s the ENTIRE KEY as to what has been happening in this trade!!!!!!!!!
REMEMBER TO REMEMBER THE WORD: “SaaS”!!!!!!!!
[b]And now a “shout-out” to the poster OCGardner … because Mr. Gosain is ALSO a former VICE PRESIDENT FOR APPLICATIONS AND DEVELOPMENT of the software giant, ORACLE, from 1998 to 2007!!!!!WHOA!!!! SUDDENLY ORACLE’S IN THE HOUSE OC!!!!!!!
In noting that he is an “Advisory Board Member” of AERO IQ, Inc., Mr. Gosain states that he’s been so since May of 2011 (i.e., for the past 20 months), and the following:
“Aero-IQ is a technology company that has developed a proprietary business platform for the commercial airline industry called jetEngine™, a new paradigm for strategic airline management that enhances the planning and operational capabilities of airlines through the holistic integration of these activities in real time.”
THIS IS A BIG, BIG, BOMB-SHELL FIND!!!!!!!!!!!!!!!!!!!!!!
ALL of these Airline Intelligence Systems EMPLOYEES say that they are STILL working for Airline Intelligence Systems … even though ASYI’s 10K says that they were terminated on October 14, 2011!!!!!!!!!!!!!!!!!!!!!!!!!!!
NONE of them (with the exception of two people) list ASYI or AIS as a “previous employer” … not even Roy Miller, the man who DEVELOPED ASYI’s core assets. ROY MILLER IS STILL WORKING FOR AIS!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
Before I go any further, please look at former ASYI CEO Stephen C. Johnston’s LinkedIn resume. Run your mouse over the name “Airline Intelligence Systems” and you’ll see that the Johnston says that the company had “11-50 employees”.
http://www.linkedin.com/profile/view?id=303977&authType=NAME_SEARCH&authToken=Ktqj&locale=en_US&srchid=3b0ea7ac-d55b-4715-922e-3e26b25a3862-1&srchindex=2&srchtotal=140&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&pvs=ps&trk=pp_profile_name_link
Now look at EACH of ASYI’s 13 employees (including CEO Johnston) which are listed below, together with their LinkedIn resumes. TEN SAY THAT THEY ARE STILL EMPLOYED AT AIS AND TWO SAY THAT THEY ARE NO LONGER EMPLOYED AT AIS.
1. Mr. Ugoo Brown – Profiler at AIS:
http://www.linkedin.com/profile/view?id=156087847&authType=NAME_SEARCH&authToken=VSu0&locale=en_US&srchid=ee7c579e-29e8-42d9-a5e1-c25ad58132a2-0&srchindex=1&srchtotal=1&goback=%2Efps_PBCK_ugoo+brown_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&pvs=ps&trk=pp_profile_name_link
2. Mr.Samuel Marai – Aircraft Inspector at AIS
http://www.linkedin.com/profile/view?id=155685170&pid=156087847&authType=name&authToken=9zoM&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
3. Mr. Samir Mosa – MANAGER at AIS
http://www.linkedin.com/profile/view?id=155910977&pid=18715187&authType=name&authToken=I2bh&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
4. Mr. Bezawork Teklue – Security at AIS
http://www.linkedin.com/profile/view?id=150094797&pid=155910977&authType=name&authToken=dAIr&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
5. Mr. Stefan Hrastnik – Software Developer at AIS
http://www.linkedin.com/profile/view?id=58375004&pid=150094797&authType=name&authToken=TzIB&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
6. Mr. Nouari Hakim – “AIR MOROCCO at AIS!!!!!!!!!!!!!!!!!!!!!!!”
http://www.linkedin.com/profile/view?id=58375004&pid=150094797&authType=name&authToken=TzIB&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
7. Ms. Madhuri Madan – “MS” at AIS
http://www.linkedin.com/profile/view?id=30180582&pid=38752031&authType=name&authToken=FhHE&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
8. Ms. Sherron Rowe – Engineer at AIS
http://www.linkedin.com/profile/view?id=98796011&pid=38752031&authType=name&authToken=LGAN&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
10. AND LASTLY, THE GREAT ROY MILLER WHO DEVELOPED ASYI’S “CORE ASSETS AND HOLDS THE PATENT FOR THE “TYPE III ENGINE” THAT STARTED IT ALL:
http://www.linkedin.com/profile/view?id=63108454&pid=303977&authType=name&authToken=VKKl&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
THERE ARE JUST TWO FORMER EMPLOYEES WHO NOW SAY THAT THEY ARE INDEED “FORMER EMPLOYEES” AND ARE NOW WORKING ELSEWHERE:
11. Mr. Michael Bogdanski – “Deployment Technologist” – whose employment ended in December 2009.
http://www.linkedin.com/profile/view?id=3774324&pid=303977&authType=name&authToken=dVeq&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
12. Mr. Charles Mawby – Software Developer whose employment ended “October 2011”
http://www.linkedin.com/profile/view?id=1741729&pid=3774324&authType=name&authToken=6KY1&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&trk=pbmap
Single most import STICKY to ever be posted here is the one at the top, by keech:
Three days after ASYI’s CEO resigned (on 9/23/2011), he registers a brand new domain, called AERO-IQ.org:
http://whois.domaintools.com/aero-iq.org
The company, AERO-IQ is going to engage in the SAME line of business that ASYI did:
http://www.meruscap.com/portfolio/aeroiq.html
And for some reason, he’s trying to hide his association with the company, AERO-IQ. Because he doesn’t mention its existence, on his LinkedIn resume that william48 dropped here yesterday:
http://www.linkedin.com/profile/view?id=303977&authType=NAME_SEARCH&authToken=Ktqj&locale=en_US&srchid=3b0ea7ac-d55b-4715-922e-3e26b25a3862-1&srchindex=2&srchtotal=140&goback=%2Efps_PBCK_steve+johnston_*1_*1_*1_*1_*1_*1_*2_*1_Y_*1_*1_*1_false_1_R_*1_*51_*1_*51_true_CC%2CN%2CG%2CI%2CPC%2CED%2CL%2CFG%2CTE%2CFA%2CSE%2CP%2CCS%2CF%2CDR_ca%3A0_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2_*2&pvs=ps&trk=pp_profile_name_link
Yup! The most important STICKY to date!
And
As usual, you are DEFINITELY onto something here Keech. I must confess that I've read and re-read and re-read and re-read that particular quoted section at least FIFTY times during the last 8 months and I STILL do NOT understand what it means. I've even consulted a lawyer in my building about it to try and make sense of it.
I do know, however, that it is VERY important to this trade!!!!!
'48 may have left too soon! But I know that he's not coming back, at least until ASYI's ticker changes to GCS. But now that you raise this issue, Clutch Cargo is going to do ALOT more thinking about its meaning.
THANK YOU SO VERY MUCH for highlighting this issue. I did not thoroughly understand Lecorb's as post about this issue. You have now thrown new light on it!!!!!!
It's funny. Everyone here was excited to find out about the existence of AERO-IQ ... and didn't understand that AERO-IQ is really the "get-away-car" that the ASYI insiders are going to use when they rob ASYI of its core-assets.
Then don't.
Just view your holdings as "a lotto tix" ... and be happy.
You are right. I was wrong.
YOU'RE WRONG! The sale of a company's assets -- ESPECIALLY a company's CORE ASSETS -- requires the prompt filing of an 8K. We've NEVER seen such a filing for ASYI's core assets.
Also -- and even more importantly -- the sale of core assets is a TAXABLE event (i.e., to the tune of a whopping 35% of the assets' value). And all such TAXABLE events are ALWAYS avoided. So much so that we've NEVER seen one in ASYI's case. That is precisely why it ALWAYS uses a stock TRANSFER arrangement (which avoids a taxable
]event).
SO YOU'RE WRONG ... absolutely WRONG!
LOOK, LOOK, LOOK and SEE the CON!!!
Start by looking at this link. There will be PLENTY more coming in the next few days:
http://investing.businessweek.com/research/stocks/people/person.asp?personId=23733340&ticker=ASYI
Last year, ASYI paid its CEO, Stephen Johnston, the man who was responsible for creating the JetEngine platform, the staggering sum of $6,705,000.00 in compensation. His normal annual "salary" was designated as being in the amount of $225,000.00; and his "bonus" was designated at being in the amount of $180,000.00. Thus his total annual compensation should have been $405,000.00. And yet HE RECEIVED $6,400,000.00 ON TOP OF HIS NORMAL COMPENSATION. And to make matters worse, the man resigned on September 7th, which means that he ONLY worked as CEO for 9 stinking months during 2011!!!
Why would ASYI’s CEO receive the staggering sum of $6,705,000.00 as compensation for the year 2011? That amount is more than many Nasdaq CEO’s make … and certainly more than ANY OTC CEO’s of a struggling “developmental” company makes; having no revenues during that phase of its operations.
What did CEO-Johnston do to command such compensation in 2011? In it’s 10K, filed on May 7, 2012, it clearly said that the company was attempting to raise “$5 Million to $10 Million” in order to complete its marketing of the ASYI product suite. WHY THEN PAY THE CEO $6,705,000.00 during 2011 when it could have spent that money on completing the project?
What was that PAY-OFF all about? AND WHY CAN'T CEO JOHNSTON BE LOCATED ANYMORE, IN ANY GOOGLE SEARCH? WHERE DO HE GO? WHY DID HE JUST DROP OFF THE FACE OF THE EARTH?
P.S.: We got a TON of the really GOOD STUFF coming. And ONLY the facts, backed up with LINKS.
It's not about "they". It's about "it" ... as in ASYI ... and what "it" owns ... that you obviously don't know anything about. Don't focus on GCS, as that's another tract entirely. Different tools are needed to investigate that tract. There are TWO tracts of investigation in this trade. Better to focus on the one that we have a MOUNTAIN of data (NEW data) about ... ASYI.
Stay tuned. You will ... and we will!
For starters, sprinkle this on the bananas...
Commencing on November 9, 2011, ASYI sold-off it non-core assets. As late as May 21, 2012 (the date on which the 10Q was filed), it was STILL trying to unload its non-core assets.
Definition of 'Non-Core Assets '
Assets that are either not essential or simply no longer used in a company's business operations. They usually serve companies best when extra cash is needed as they can often be sold. Some businesses sell their non-core assets in order to pay down their debt. Non-core assets are not crucial to the continued success of a business but can still provide a valuable contribution.
I got the feeling that there's a LOT more coming here ... and it's going to be about ASSETS!
"Real-Time"
The Conference in Brussels
One Million Dollars per lease
"Least Cost Routing"
26 cents per passenger
The "Cloud"
I know what you mean ... and there's MUCH more cousin!
Not only "great things" thebigstockhunter ... but EPIC things! Of that there can be no doubt. You only need to KNOW what it is that you are holding.