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The answer's simple, isn't it? The filing on May 17th (at the very last possible moment) was a "set-up", designed to give traders 'hope' that the KoolTel deception was alive and well. Indeed, even Andrew 'The Jackal' Wells stated to a poster here (I believe that it was BIGSTOCKHUNTER) that he was "glad" that the filing was made.
Days later we were then hit with the news about the 5B AS (which did not come the company, but mysteriously from a poster who just happened to be curious about the State of Nevada Corporation's website).
Doom and gloom then prevailed on the board ... and the "dilution scam" hoax got under way with a full head of steam.
Days later, we were dumbfounded to see huge blocks sold-off each day; adding further credence to the hoax.
And then, just as our collective hopes had begun to repair themselves, we were once more kicked in the head by Beatty's decision to not file on August 14th.
IT WAS ALL A SET-UP AND A STINKING HOAX ... AND IT STILL IS ,,, WITH ONE GOAL IN MIND: TO KEEP YOU FROM BEING INTERESTING IN, OR BUYING, OR EVEN GOING ANYWHERE NEAR ASYI.
And it's worked to perfection.
Greetings Keech: that was exactly the reason why GCS and its investment banker hired a tax professional ... due to the complexity of the transaction. It's also the reason why the LOI talks about "determining the optimum tax structure" for the deal. You wouldn't need to do that with a plain vanilla R/M.
ASYI
It took me 3 hours yesterday to buy 5M more shares. Over 100M shares have now been purchased in just 1 1/2 days and yet MAXM and CANT are STILL displaying their silly little 5K signage. I've now accumulated 75.3M shares, and mentally still need to crack that 100M goal. Should ASYI bounce back simply to where it was before (i.e., $0.019) I'll have an ROI that would permit me to buy-up most of Detroit and a great swath of nearby Ontario. Once I hit my goal of 100M, I'll have more shares than Ullah, Merus, and Dynamic combined. I intend to DEMAND a seat on the BOD and urge GCS to make a sprint to a NASDAQ up-list as soon as possible ... as well as get a reserved parking spot next to Neal's ... for my brand new, wine-colored Audi A8.
IT WON'T BE LONG NOW TRADERS!!!!!!!!
Why is GCS and Neal Axelrad LYING, hmmmmmm???...
Several posters here have relentlessly (and very correctly) indicated that GCS has gone COMPLETELY out of its way to publicly distance itself from its earlier announcement of the proposed merger between GCS and MKHD and it, as well as its web-video, and its public relations firm all MADLY-HYPED to the world. Indeed, it’s gone so far as to remove any evidence whatsoever that the web-video ever even existed (together with any mention whatsoever of the proposed merger from its news links; and it’s even deleted the news links of its very excellent public relations firm; as well as the PRIVCO ‘deal announcement’ website … which know instead disavows any knowledge of the proposed merger). And gosh, GCS has even gone as far as to silence any of those stupid TWEETS that it had been happily (and repeatedly) making about the matter.
So then … those posters are quite right; in (almost) every respect GCS has GONE OUT OF ITS WAY to demonstrate to the world that it’s had second thoughts about the merger … and has had a profound change of mind regarding going forward. To the casual observer then, the merger now appears to be all but stillborn.
BUT IS THAT REALLY THE CASE?
Because IF that’s true … then why has GCS not yet taken the FINAL step … the one IRREVERSIBLE step in order to smash that ‘rumor’ for all time, so that it doesn't have to continue to be seen as merging with a POS like MKHD, nor a near-criminal-scam artist like Beatty?
Why have we not as yet seen it dip into to all of that “pre-closing consideration” that it received from Beatty (i.e., hundreds of thousands of dollars), pursuant to this clause in the June 15th LOI, which stated:
“In addition, the total liability of the GCS Shareholders in connection with the transaction under the Stock Purchase Agreement and any other documents executed in connection therewith shall be limited to 25% of the consideration initially received by the GCS Shareholders under the Stock Purchase Agreement.”
Another take on Keetch’s VERY excellent find…
Mark Delaney, the marketing and business developer at GCS; was the guy that I spoke to when I called GCS in mid-August in order to find out if the merger was still a go. During that call he gruffly told me: “No! There will be no merger! We are not going to be a public company!” … and so I quickly got off the phone.
And here he is in the article telling us two VERY important things that INSTANTLY contradict oneanother:
1. “By merging with the publically held MKHD, GCS believes that it will gain the necessary financial standing and stability to attract Tier 1 carrier customers, which may have previously overlooked the company. All without the need for venture capital investment. “
According to Neal Axelrad, CEO of GCS, “We are thrilled to have the opportunity to explore a combination of MKHD and GCS that will allow us to accelerate our growth and address our ongoing capital needs.”
“GCS is also keen to diversify its customer base geographically and hopes that combining with MKHD will provide it with the necessary investment in sales and marketing to do so. At the moment 75% of the company’s sales are drawn from North America, but Delaney hopes for a broader geographical spread and is eyeing opportunities in Central and Latin America, as well as western Europe and Asia.” [i
But there are no “linkages” between ASYI/GCS????…
That is correct … but only if you’re too blind to see them. The “linkages” are (1) knowledge and (2) innovation.
Say whatever you will, ASYI’s JetEngine Software was revolutionary in its application, as it sought to provide much-needed SOLUTIONS to many of the problems that plagued an entire industry … commercial airlines. In just 2 short years, tens of millions of dollars were spent by ASYI in its quest to create those SOLUTIONS. For our purposes, it’s totally unimportant that it failed in its effort. It is, however, VERY important that it made the attempt.
This is true because it’s of no small coincidence that Merus Capital and Dynamic Intelligence, which ONLY invest in firms that develop innovative software, were nowhere to be seen (when ASYI was doing business as Wolf Resources, and engaged in mining operations) UNTIL ASYI successfully acquired JetEngine and re-directed its corporate focus to matters concerning the creation of software-related SOLUTIONS to a growing problem.
And when it came to pass that ASYI could not create the SOLUTIONS that it sought before its moneys ran out, Merus and Dynamic became big-time-bag-holders.
If you visit the Merus Capital blog, which is entitled: “The Real Software Blog”, you will become immediately convinced that the hedge fund makes every conceivable attempt to stay on top of any news concerning small software development companies that are creating innovative products. Global Convergence SOLUTIONS – and its SOLUTIONS-based suite of products – has been in operation for over 6 years; and during that time its highly innovative software has been the subject of many in-depth trade articles; and it has attended many software trade shows; and it sits on the board of two trade organizations. In the tightly-knit, ‘niche’ industry of telecommunications software development, IT IS VIRTUALLY INCONCEIVABLE THAT MERUS CAPITAL WOULD NOT HAVE HAD A RAPIDLY RISING STAR LIKE GLOBAL CONVERGENCE SOLUTIONS ON ITS RADAR SCREEN.
So then, if you’re Merus Capital, and you want to own a piece of such a rising star, there only two ways in which that can be achieved:
1. You can offer GCS venture financing, and pray that it is stupid enough to accept $5,000,000 or so for 40% of the company and a seat on its BOD; and when it ultimately goes public, Merus Capital will make a killing. But in this regard, GCS has publicly stated (as recently as earlier this year) that it has no intention whatsoever in funding its rapid future growth with venture capital.
2. Or you can seek to SWAP your virtually worthless shares of ASYI for the shares of Global Convergence SOLUTIONS by structuring a reverse merger that will bring just that outcome about. And you can entice GCS to go along with your plan if you offer it something that is terribly hard to refuse -- $28,000,000.00 of ABSOLUTELY FREE NOLs to offset 20 years of future income, as well as 5 years of previous income.
Clearly, this is what took place, and is now taking place. And it’s taking place by virtue of the software-related LINKAGE involved: Indeed, the very EXISTENCE of Merus Capital, and Dynamic Intelligence, and ASYI, and MKHD ALL pertains to SOFTWARE development.
Ignore that very obvious LINKAGE at your future financial peril.
FINAL WARNING HERE!......
To all who hold this stock.
When GCS merges into MKHD, it will then merge MKHD into ASYI. As a part of that two-part transaction, MKHD will be immediately stripped and LIQUIDATED.
The correct course of action here is to SELL your holdings of MKHD (as soon as possible) and use the proceeds therefrom to IMMEDIATELY PURCHASE ASYI at $0.0001.
YOU WILL RECEIVE NO FURTHER WARNING.
It’s a re-run of that block-buster: “FATAL ATTRACTION”…
But this time the following people are in the starring roles:
1. James Beatty; the wealthy CEO of MKHD, a software development firm;
2. Neal Axelrad; the financially sophisticated CEO of GCS, a software development firm;
3. Salmon Ullah; the wealthy CEO of Merus Capital, a hedge fund that specializes in investing in software development firms;and
4. Dave Corbin; the weatlthy CEO of Dynamic Intelligence, a private lending firm that specializes in investing in software development firms.
And lastly, there’s all of us, the great unwashed PennyArmy, who’s been trying to get any one of these ‘stars’ to show us some love and respect (and a little bit of news too boot).
QUESTIONS FOR YOU:
Did you REALLY think that you would be the overjoyed recipient of a 3,000% or 5,000% or 10,000% (or even more) ROI windfall in this trade without FIRST having had to endure many long months of great pain, fear, deception, disinformation, and nagging self-doubt?
Did you REALLY think that you’d receive periodic news from Beatty (or any other principals who DESPISE your presence here) regarding the on-going status of this trade?
Did you REALLY think that various posters here would periodically provide you with many wonderfully revealing LINKS that would conclusively show you that a triangular reverse merger was right-around-the-corner here; and that the folks who are playing the starring roles here would be so helpful, or so careless, or so STUPID as to leave such information lying about so that it could be found? Or might you not assume to find a red-herring or two, or a lie or two, or a ruse or two placed in your path along the way to all your eventually riches?
Did you REALLY think that with so much at stake in this trade, you would not be subjected to WORLD-CLASS manipulation, trickery and outright deception?
Did you REALLY think that you could average your holdings down to $.0003, or $.0002 and not be DEPISED by Beatty, Axelrad and even Salman Ullah? Little YOU; who is no more than a poorly-read and befuddled urchin in the great PennyArmy that is now camped at the gates of these wealthy, powerful, and financially sophisticated men; screaming for news, guidance, a 10Q, a ‘Super-8K’, and a closing?
DID YOU REALLY THINK THAT THIS TRADE WOULD BE THAT WAY?
For mental “kicks” let’s just say the following…
Due to the fact that Beatty deemed the GCS/MKHD LOI to be a “material” agreement and filed an 8K to announce it; then the termination of that same LOI must also be announced in the form of an 8K filing. And because we have not as yet seen such a termination announcement filed, it is then quite reasonable (and very logical) to assume that the GCS/MKHD merger is still a “go” … and we are only awaiting the signing of the “Definitive Agreement” and the fixing of a “Closing Date”.
And now, let’s speed-up the game-clock to that very point in time, SECONDS after the merger finally takes place and is announced to a breathlessly awaiting world … and MONTHS after GCS’s attorneys and certified public accountants, and tax experts have concluded their DUE DILIGENCE in preparation to close that merger.
We all now KNOW the following about MKHD, and the value of all those shares of it that were transferred to GCS, and we can rest assured that GCS, and its attorneys, and certified public accountants, and tax advisors, all know it as well:
1. GCS KNOWS that MKHD fled Japan and the Far East last year because it didn’t pay its foreign language instructors and a HORDE of other foreign vendors and foreign creditors; and several of those governments were closing in on it. Even unto today, the pitiful pleas for help from those ripped-off employees, vendors, and creditors continue to sit, unresolved, in hundreds of the Internet postings. But let’s ignore their pain, because GCS already knows of it.
2. GCS KNOWS that MKHD consciously made the decision in December of 2011 NOT to file a slew of required documents with the Secretary of State of the state of its incorporation (Nevada); NOR to pay the $6,400.00 in necessary fees and costs needed to continue to be able to “transact business” in that state. Indeed, it only “re-instated” itself in Nevada in June of this year … God only knows where it got the moneys necessary to do so (NOR the substantial moneys needed to pay “100% of the transaction costs” of the GCS/MKHD merger, which is clearly stated in the LOI)). But let’s also ignore all of that because GCS already knows of its existence.
3. GCS KNOWS that MKHD has ceased ALL operations, and is, in every sense of the word, a “limited-pink-listed penniless, defunct ghost of its former self; and that it has no assets; and no NOLs; and no knowledgeable employees with connections abroad; and no controlling shareholders possessed of money or talent that could be deployed by GCS. And again, let’s ignore all that, because GCS knows about it.
So then, in every single respect imaginable, GCS will wed itself to a STEAMING WRECK of a company that will merit no more than liquidation in order to obtain its “limited-pink”-OTC-market tier. Could THIS have been what GCS’s CEO envisioned when he gushingly said these words in his PR that was announced when the LOI was filed:
“In pursuit of strategic financial and growth opportunities, GCS retained Source Capital Group as its investment banking advisor. [said] Neal Axelrad, “We’ve known the team at Source Capital for years. They have been instrumental in helping us arrive at this LOI and we look forward to working with them as we move forward in this process”.
“According to Neal Axelrad, CEO of GCS, “We are thrilled to have the opportunity to explore a combination of MKHD and GCS that will allow us to accelerate our growth and address our ongoing capital needs.” He continued, “We believe that this combination provides us with an opportunity to accelerate our strategic initiatives that we believe will revolutionize the global telecommunications market for every carrier.”
“The parties will jointly determine the optimum tax structure for the transaction in order to best satisfy tax planning, regulatory and other considerations.”
“Merus Capital and Salman Ullah lent AISYSTEMS funds at .50+ cent per share back then and now their money is practically all worthless. I doubt they would let their money go to waste, they must know something else is hidden behind the curtains.”
Merus Capital not only "knows something" ... they are responsible for CREATING this deal in the first place!
If you visit the Merus Capital blog, which is entitled: “The Real Software Blog”, you will become immediately convinced that the hedge fund makes every conceivable attempt to stay on top of any news concerning small software development companies that are creating innovative products. Global Convergence Solutions – and its SOLUTIONS-based suite of products – has been in operation for over 6 years; and during that time its highly innovative software has been the subject of many in-depth trade articles; and it has attended many software trade shows; and its officers even sit on the boards of two large telecommunications' trade organizations.
In the tightly-knit, ‘niche’ industry of telecommunications software development, IT IS VIRTUALLY INCONCEIVABLE THAT MERUS CAPITAL WOULD NOT HAVE HAD A RAPIDLY RISING STAR LIKE GLOBAL CONVERGENCE SOLUTIONS ON ITS RADAR SCREEN.
It’s all comes down to this: WHO’S HAPPY?...
James Beatty is 67-years old. He turns 68 in October. Though he was once the President and CEO of Trinity Capital Corporation, he has since dissolved that company, together with Capital Structures, Ltd., another firm that was solely owned by him. And search as I might, I have been unable to locate one single significant transaction that he has successfully closed within the last 4 years that is not now subject to litigation.
Thus, despite a seemingly admirable career, Beatty appears, in every respect, to be fast approaching the end of it. And trailing on his coattails, is the recent (and financially ominous) decision by a Canadian judge to permit the class action lawsuit (involving the charitable donation scheme) to proceed to trial. That will no doubt mean that Beatty will spend the next several years of his life emerged in the very expensive drudgery of having to answer written complaints, and written interrogatories, and attend depositions, and motion hearings, and render all manner of discovery to the plaintiffs’ attorneys who obviously smell blood in the water.
Clearly then, Beatty needs (TRULY needs) a winner now. A victory now. A money-maker now. That being the case, he DARE not fumble the ASYI/MKHD/GCS triangular reverse merger transaction.
Beatty is presently the sole owner of MKHD, having acquired 100% of the outstanding stock from the other registered shareholders. And as such, he now stands to receive 100% of the shares of Global Convergence Solutions, in exchange for the seemingly worthless shares of MKHD, which is (and has been for many months) a penniless, defunct ghost of its former self. In return, GCS will receive a ‘controlling interest’ (i.e., 80% to 95%) in MKHD. Shortly thereafter, GCS will merge itself into ASYI (for the NOLs), exchanging 100% of its MKHD shares for a ‘controlling interest’ (again, 80% to 95%) in ASYI.
When the dust settles on these two transactions, and after GCS liquidates MKHD, Beatty (together with several of the former shareholders of MKHD) will be holding 100% of the closely-held shares of GCS … and that will virtually guarantee his continued wealth and peace-of-mind for many more years to come. It also will have been the cap-stone to a financial career that’s spanned the course of almost 4 decades.
The long and short of all this is the fact that Beatty MUST consummate THIS particular deal … as the odds are greatly stacked against the prospect of his finding (and in a timely manner, mind you) ANOTHER privately-held software development company possessed of such revenues (both nationally and internationally) as to be able to take full advantage of ASYI’s mountain of NOLs; while simultaneously having made the decision to go public, as opposed to seeking private venture capital for its expansionary efforts.
In other words, the stars are almost PERFECTLY aligned for an ASYI-GCS-MKHD triangular reverse merger. This is due to the following SEVEN FACTUAL OUTCOMES that immediately take place as a direct result of the T/R/M:
1. Beatty gets a pay-day that will keep on growing and keep on paying … for many years to come. And to boot; he gets to end his career as a winner and a ‘player’ extraordinaire.
2. Merus Capital and Salman Ullah (who own 10 million shares of ASYI that they purchased for 50+ cents per share) get to switch a tired old nag like ASYI for a frisky young stallion like GCS. They SPECIALIZE in lending venture capital ONLY to companies that develop innovative software, and they KNOW that GCS has its bonnet set on the NASDAQ … and the minimum $4.00 per share PPS requirement of that exchange. So they KNOW that GCS stock will be sailing well above 50+ cents in a few months after the deal closes.
3. Dynamic Intelligence (ASYI’s controlling shareholder, and principal lender) also gets to switch a tired old nag like ASYI for a frisky young stallion like GCS. Dynamic also SPECIALIZES in lending money ONLY to companies that develop innovative software, and it also KNOWS that GCS has its bonnet set on the NASDAQ … and the minimum $4.00 per share PPS requirement of that exchange. So Dynamic also KNOWS that GCS stock will be sailing well above 50+ cents in a few months after the deal closes.
4. GCS gets to go public with a monstrous bag of NOLs that it can use to offset its federal income taxes for 20 years out into the future, as well as 5 years back into the past. At an estimated $28,000,000.00 of such NOLs, that would mean that ASYI won’t have to pay ONE THIN DIME of taxes on the first $80,200,000.00 that its earns in the future (i.e., $80,200,000.00 of revenue @ a 35% corporate tax rate = $28,070,000.00).
5. MKHD, a penniless and utterly defunct ‘has-been’ gets to be liquidated and die a quiet (and well deserved) death, while its former shareholders of record get to own a piece of GCS. Indeed, the documentation filed by Beatty in June clearly indicates that they are also going to get WARRANTS to purchase GCS stock AT A WHOPPING 12 ½ CENTS PER SHARE!
6. And the two sets of law firms involved; and the two sets of investment bankers involved; and the three sets of accountants involved; and the tax advisors involved … all of whom get paid (and handsomely) to successfully consummate this triangular reverse merger; not to mention the board of directors of Merus Capital, and Dynamic Intelligence, and GCS, and ASYI … all of whom can be permitted to KNOW how very, very wonderful and smart they are for landing this deal … as opposed to turning it into a stinking corpse.
7. And (lastly) all the “friends” and “girl friends” and “boy friends” and “relations” and “loved ones” and “trusted vendors” and “understanding creditors” of all the “insiders” at GCS and ASYI and MKHD (including Andrew ‘The Jackal’ Wells at KoolTel) get to make a small killing on “whispered” advice to “buy yourself a couple of million shares of ASYI … and just keep it a secret between us.”
So who’s NOT to be happy should the ASYI-MKHD-GCS triangular reverse merger be consummated?
And just guess who would be very UNHAPPY should the triangular reverse merger NOT be consummated? Yep. You guessed it: ALL SEVEN OF THE PARTIES MENTIONED ABOVE.
So BE HAPPY that you’ve managed to remain in this miserable trade … and optimistic to boot.
And are you ALSO stating that in order to participate in an R/M: not only must ASYI be a "shell", but that it must also be current on its filings (i.e, the 10Q that was due on August 14th)?
It that what you are saying?
So in order to participate in a reverse merger, ASYI must be a "shell"?
Wasn't talking about the "trial". The "criminal" investigation.
Thank you Sir. I stand corrected with my $12,000 amount. It would now appear that such number should be $20,000.
Take care.
With all due respect to you ... the far wiser course might be to just wait, at least until the filing of the next 10Q (on November 16th). Between now and then there is no foreseeable catalyst that will cause ICPA's PPS to rise. At this stage, I doubt that even a so-called uplist would do such a thing (especially when your company has NEVER earned more than $12,000 in any quarter of its existence). And as to the next 10Q, don't you think that if the CEO were privy to the company being well on the way to an excellent earnings' number that he would let that be known in subtle ways? The fact that we're 2/3's of the way into the dropping of that number; and yet we've heard nothing, strongly suggests that the number will not be a stellar one.
This all would tend to suggest that you continue to wait on the sidelines.
The answer to your question is a very simple one: there is no such thing as "a good PR" when the PR does not address the fact that this company only earned $10,700.00 of revenues for the entire 2nd quarter of this year. Folks in the know -- that actually READ and understand those terribly important documents called 10Q's -- don't like to be snookered with puffy PRs that won't address the bottom line and all the problems that lie there.
My entry on this trade has now been set at $0.006, and that may well change if I began to believe that Samliss' November 15th 10Q earnings number is not going to rise to $50k to $100k.
I mean really ... it's been SEVEN years now.
I'm in a another trade where I was waiting for news. I'm now beginning to think that it won't be forthcoming until the very end of the year. At some point in time you have to weigh the cost associated with letting your capital lie in a dormant trade.
Seems to me that he's going to have to forthrightly addresses all these mounting concerns ... and in the form of a highly-detailed PR ... and VERY soon!
Things are quite suddenly, not looking so good here. And neither is my mid-term investment.
Many thanks paulyb for such a comprehensive response to my question. You mention "substantial" revenues. Do you have any idea what the parameters of such a word should be in this particular case? Were the CEO to double last quarters' revenues, would an articulate poster such as yourself consider that to be "substantial"?
Thanks again for your response.
To Snizzle: any ETA on that expected news?
TIA
Anyone mind answering this question ... with all of the irons that this company has in the fire, why does its most recent 10Q show revenues of only $10,800.00. Last December, I first started looking at the company and was turned off by the $9000 of revenues at that time. Since then, surely it should be earning FAR more than $10,800 for the quarter ended June 30th.
I know that many of you are committed "investors" in the company ... but how do you square these revenues with the concept of "growth"?
TIA to all.
Greetings to you perchy: I was in this trade back in April and made decent bank, but exited too soon.
I've been looking the the stock's action - closely - for the last 2 weeks or so, and want to ask you what your advice might be for an entry point.
TIA
Hello Jerry2425. This is Clutch. Please e-mail me at wjnoland@gmail.com
I have your information!
He already HAS screwed us ... by letting Beatty lose his very valuable market tier. Do you think that Neal's removal of the video that extolled the merger was simply a desire on his part to save broadband costs???
He's complicit in a scheme to screw the ASYI SHs.
But ignore all that ... and continue to MINDLESSLY post, AD NASEUM, about the short interest and "those crooked MMs.
zzzzzzz
You're better off saving YOURSELF!...
'Cause Beatty’s dead; and Neal Axelrad’s the captain now…
I double-checked with FINRA. Beatty, ASYI and MKHD don’t have to make any further periodic SEC filings again in LIFE. Except for the odd, every-now-and-then 8K, they need NEVER drop another 10Q or 10K until Jesus returns. So no more need for lawyers, or accountants, or auditors, or even the EDGAR portal. Like a German U-Boat, they can run silent … from now into eternity.
That then clearly means two things: that (1) there is no such thing as any more “drop-dead-dates” to look forward to in this trade, and we are now -- as I indicated in my deleted post of yesterday – floating somewhere, lost, in the Twilight-Zone; and (2) Beatty is officially stone-cold-dead, and can be shoveled into the same stinking grave that the Lying-Judas-Goat-Shill, Andrew Wells now occupies; no doubt still clutching a KoolTel phone and a list of people whose monthly bill that he’s crammed.LOL!
Indeed, some here seemed to sense all of that yesterday, as they packed their dreams away and jumped off-ship for other boards and destinations. More will no doubt follow them in the days, or perhaps even weeks to come.
But for those who choose to remain, all is not yet lost in this most miserable of trades … because a brand new captain has come aboard our stinking ship; Neal Axelrad, the CEO of GCS. Three things are now almost certain: (1) Neal is calling ALL of the shots from here on out; and (2) he HATES us, the vast Penny Army camped at his gate; and (3) he’s looking for a devious way to screw us mightily.
As I opined yesterday, Beatty has ALREADY given Neal all of those NOLs, however, Neal can’t use them until he drops a “Super”-8K that divulges every devious fact about the TRM. So our new captain is presently holed-up in his cabin; thinking, cursing, brooding, and plotting as to how he’s going to do that, while simultaneously screwing us, his loyal crew.
As with most things in life, there are two things that you can do about any problem, including this one: (1) you can wait to be screwed by Neal; or (2) you can build a fire beneath his fat-pink-behind by doing the following (just like I’ve done … and will continue to do each and every week that this deal doesn’t close):
1. FINRA maintains an anonymous “TIP” portal that any investor can use (as many times as he or she desires), to e-mail or fax and leave a message about any suspicious and/or criminal activity involved with respect to the trading and/or manipulation of any stock. The “TIP” link is here:
http://www.finra.org/Industry/Tools/P006647
2. The SEC maintains a similar “TIP” portal that’s very easy to use. Their link is here:
https://denebleo.sec.gov/TCRExternal/questionaire.xhtml
3. Also, the Internal Revenue Service maintains a similar service where would-be whistle-blowers (like you and me) can alert the Service to the suspicious activities of persons or corporations with respect to the avoidance of their tax obligations to the federal government. Indeed, if you’re brave enough to leave your name and e-mail address IRS will even award you a percentage ‘bounty’ of whatever they collect from the tax evader. Bear in mind, however, that you don’t have to leave your name and e-mail address if you don’t want to. Their link is here:
http://www.investopedia.com/articles/taxes/09/reporting-tax-cheats.asp#axzz24T0LQ2Db
BUT CLUTCH … HOW IS THAT GOING TO STOP NEAL FROM SCREWING US?
It probably won’t, if it’s just ME who files a complaint at the 3 portals. But suppose that 20 people do; or 50; or 250? Were that to happen, then Neal’s telephone just might start ringing … and the caller won’t want to speak to someone in “Sales” or “Support”, eh?
I’m not happy with what’s happening. Why should he be?
The COST of delay…
It probably goes without saying that most, if not everyone who is long in this trade has suffered terribly; both financially as well as mentally … and many of us have endured these two burdens for the better part of 4 seemingly endless months.
If, however, you’ve come to believe that Beatty and the GCS-crew are somewhere happily gloating over our predicament … know this: THERE IS NOTHING FURTHER FROM THE TRUTH OF THAT BELIEF.
This complex transaction was supposed to have happily (for them) closed by now. The existence of that mountain of NOLs was supposed to have remained a secret that no two-bit iHub poster was EVER supposed to stumble upon. And in the absence of those NOLs ASYI would look to be in far worse shape then even MKHD was/is in. And when MAXM was dispatched here (no doubt by GCS’s investment bankers) and began to beat the dickens out of ASYI’s PPS, it would have only appeared to be the ‘natural’ result of ASYI’s sorry state of pennilessness coupled with ‘bad management. And as a result of that, we would have completely abandoned the stock and left this board for other opportunities. Indeed, the seemingly endless saga of the KoolTel scam, and its NITWIT-CEO-JUDAS-GOAT-SHILL, Andrew Wells, would certainly have made even the most die-hard believer in ASYI finally throw up his/her hands in disgust and leave for good.
BUT THINGS DIDN’T GO EXACTLY AS PLANNED, DID THEY?
A couple of very hard-working posters didn’t buy the anti-hype, but continued to dig ever deeper into the unfolding mystery … until they discovered corporate greed, deception, lies and even worse. And as a result of their efforts, a stock that has been ‘cellar-boxed’ with no-bid for 3 straight weeks traded +60,000,000 shares yesterday. It’s easy to say --- as has been said RELENTLESSLY here – that the old-girl’s dead … but is that really the truth … or is it the truth that others would have us to believe???
But back to the COST of DELAY in this trade:
Rest assured that there is a very real COST to Beatty and the GCS-crew in delaying the closure of the triangular reverse merger … and that COST involves the loss of MONEY …and it’s very quantifiable:
Make no mistake in this: the NOLs are NOW the property of GCS …however, GCS cannot presently make use of them until such time as they can be transferred from ASYI’s books of account to GCS’s balance sheet …and the ONLY way in which that can be done is by the filing of a ‘Super-8K- by GCS.
At present, the NOL’s amount to approximately $28,000,000.00 of tax offset value. As such, they can be applied to offset taxes 20 years out into the future. HOWEVER, THEY MUST USED WITHIN THAT TIME SPAN, OR THEY ARE FOREVER LOST! So then, each year, 1/20th of their value is lost forever if that 1/20th of value is not used.
This means that each year, $1,400,000.00 is available for tax offset purposes (i.e., $28,000,000.00 / 20 years = $1,400,000.00 per year). Please bear in mind that I’m using approximate numbers here, for illustrative purposes only. Another way to look at this is to understand that each DAY during each of those 20 years the amount of approximately $3,888.88 becomes available to use as a tax offset … BUT IF IT IS NOT USED THEN IT EVAPORATES, FOREVER (i.e., $1,400,000.00 / 360 days = $3,888.88).
So then, each and every DAY since the GCS/MKHD merger deal was announced (back on July 20th), GCS has lost, FOREVER, the right to offset $3,888.88 of its revenue. Therefore, today (August 24th), by virtue of its jerking-us-around, it has lost a total of $128,333.33 (i.e., $3,888.88 X 33 days). And if GCS and Beatty waits until September 14th to announce the merger, then GCS will have lost $213,888.40 (i.e., $3,888.88 x 55 days). A final way in which to look at this is to understand that each WEEK that this deal is not closed, then the GCS-crew loses $27,222.16 (i.e., $3,888.88 x 7 days) … FOREVER!
Clearly then, in jerking-us-around, the GCS-crew is paying a price ... and a pretty terrible one at that.
So the very next time that you start to feel all bad and ‘wobbly’ about this trade … just think of ‘ol Neal Axelrad, CEO of the GCS-crew. ‘Cause he ain’t smiling either!
Last week, on August 14th, when he didn't file a 10Q, Beatty willingly gave up something that he had fought to keep back in May ... and that was ASYI's OTCQB market tier.
So why give that up so willingly now? Because he can't drop a 10Q. A 10Q would reveal the deception in this trade, as the TRUE OS would then be exposed!!!
So he threw one last curve-ball. But it doesn't obviate the FACT that the old boy's done a PRE-CLOSING DISTRIBUTION to GCS shareholders.
BOTTOM-LINE ... GCS IS LOCKED-IN TO THIS DEAL!!!
WE ARE NOT GOLDEN. WE ARE DIAMOND-ENCRUSTED!!!!!
GCS HAS RECEIVED "PRE-CLOSING CONSIDERATION"!!! THEY ARE NOW LOCKED-IN TO THIS DEAL!!! They may be able to delay it ... BUT THEY NOW HAVE TO DO IT!!!!
I think I may have struck big-time pay-dirt!!!!!…
This post is dedicated to all the peeps who have been repeatedly asking: “who was buying all those big blocks that we were seeing on our L2’s several weeks ago?”.
The answer to that question sits openly in Section 1(b) of the GCS/MHD LOI, which states the following, in purposefully cryptic wording:
“Transaction Consideration . Based upon current and projected financials of GCS and other information provided by GCS and the GCS Shareholders, the Company’s understanding of GCS’s business, and the due diligence conducted to date, and assuming GCS continues to conduct business in the ordinary course prior to the Closing of the Acquisition and there is no meaningful change in its borrowing and distribution practices (other than the contemplated distribution to the GCS Shareholders prior to Closing) , the Company would be prepared to provide total aggregate transaction consideration in accordance with the terms and conditions of Schedule A, attached hereto.”
OK, 3 QUESTIONS: (1) What is a “distribution”?; and (2) why would such a “distribution” be made by some person or some company to the GCS shareholders?; and (3) why would such a “distribution” happen “PRIOR TO” the closing of the GCS/MKHD merger?
And even MORE interesting, the language of the LOI doesn’t say WHO or WHAT is going to be making that “distribution”. It could be william48, or littlebrother, or keetch, … or even ASYI, couldn’t it? Indeed, it even WARNS us that what we are reading is not the entire understanding of the document:
“As a condition of the Letter of Intent, both parties agreed to keep confidential certain terms and conditions of the pending transaction (specifically such as outlined in Schedule A and B of the Letter of Intent, and not released in this report) …”
“The foregoing disclosure is not intended to be complete and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 to this report and incorporated herein by reference in response to this Item 1.01.”
“In addition, the total liability of the GCS Shareholders in connection with the transaction under the Stock Purchase Agreement and any other documents executed in connection therewith shall be limited to 25% of what was initially received by the GCS Shareholders under the Stock Purchase Agreement.”
“ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 15, 2010, our Board of Directors approved the execution of a non-binding Letter of Intent to purchase one hundred (100%) percent of the ownership interest of Global Convergence Solutions (“GCS”), from its shareholders, in share exchange merger transaction.”
I know for a FACT that this very same information was also given to ANOTHER poster on this board. I will not disclose his identity ... but would ask him to verify what was told to me.
This is the last of my 3 alloted daily posts.
And to Radar02: no problem man. I apologize for the comment. I've got my fightin-side clothes on after yesterday's BS. I'm on edge as a result of what didn't happen. Again, I apologize and no disrespect intended.
I spoke to a person at GCS…
I have personally called GCS over a dozen times, and on each of those occasions I alway got their answering service which gives a caller the very limited option of speaking only to someone in either (1) “sales” or (2) “support”. I recently discovered that GCS has a very hi-tech telephonic system that requires a caller to have a special “id-password” in order to get around this “sales or support” firewall, and to freely speak with anyone at the company … but I did not know that during the course of my dozen or so calls.
In all of those calls that I’ve made to the company, I always pushed #2 for “support”, thinking that “support” would be, well, “supportive” of my desire to speak to an actual human being about this trade. But after being utterly unsuccessful with such a rationale, THIS time I pushed #1 for “sales” … and I got an actual human being on the line.
The voice was male, and had a very brusque, no-nonsense ‘corporate’ wariness to it, so I abandoned all normal pleasantries and immediately cut-to-the-chase with my questions of him. After stating who I was I immediately asked him, in as bold a manner as I could summon, whether Global Convergence Solutions (1) was going to be a public company; and (2) whether Global Convergence Solutions was going to participate in a merger.
The “Voice”immediately (and in that very same brusque, no-nonsense ‘corporate’ manner) said that “we are not going to go public; and there will be no merger”.
In a daze I thanked him for his candor … and immediately hung up. And then I thought … whooooooooooooaaaa Clutch, you now possess some INSIDER information! This guy has just given you some INSIDER information!!!
But then that little voice in my mind that has protected me for over 50 years from leaping off ‘cliffs-of-faith’, calmly said to me: “But Clutch, why would a corporate employee give little ‘ol YOU (whom he doesn’t know from JACK) some very valuable INSIDER information, eh?”
And as I began think about that call to GCS, I immediately thought about all the many calls that I had previously made to that JUDAS-GOAT-SHILL by the name of Andrew Wells; and how he RELIGIOUSLY always told me that he was not permitted to answer any question that pertained to “insider information”.
And considering what Wells had told me (on SEVERAL occasions), I remembered that the GCS LOI was still very much an OPERATIVE agreement, as it hadn’t been cancelled; and therefore, ANY comment about the merger was, in fact, INSIDER information.
So then … was my call to GCS one of those “once-in-a-lifetime-moments-where-an-employee-blabs-the-truth … or was it a knee-jerk reaction on his part to give disinformation to one of the “FLIES” buzzing around the trade involving his company?
So true! In it and its predecessor corporations' 9 years of combined operations it has never 'blown' a filing (with no Form 12B-25/NT-10) before.
Today is VERY significant then, is it not? It seems to be content on "going out of business" as it were (as well as saving itself $35,000.00 to prepare that wasteful 10K).
Peeps, you've got to READ, because if you do, you'll UNDERSTAND, and then people can't frighten you.
The SEC clearly states that IF a company will file a Form 12B-25 and then, within 5 calendar days, files its 10Q, then it will be DEEMED to have TIMELY filed. In other words, its RETROACTIVE.
Therefore, that filing will not be viewed as late, or untimely or anything but TIMELY filed.
GEEEZZZZZ, how much more clear can that be? The SEC is clearly giving companies a means by which they can AVOID the probationary period for a late filing. Indeed, ASYI has taken advantage of that during the course of the previous 2 years, and has, on each of those occasions, been DEEMED to have timely filed.
THIS SINGLE time however, they have NOT elected to go that route, and because they have not done so, IS OF THE UTMOST SIGNIFICANCE.
So read the 2nd paragraph of this line, AND BE NOT AFRAID.
http://www.chadbourne.com/files/Publication/8c793188-13cd-4b5c-8894-981185b4d15a/Presentation/PublicationAttachment/2a46a74c-d333-46a4-991e-9a3bc2c378f0/WhatLateSECFilersNeedtoKnow_BloomLaw102005.pdf
My daughter, who works in the research department of TDAmeritrade (and is now a long), says to fully expect a TRADING HALT this morning or no later than Monday morning.
Get your calendar out: 45 days after June 30th was Tuesday, August 14th. That was the very last date for ASYI to be compliant with its reporting obligations. That would also be the very last available 'effective date' of the merger (if ASYI wanted to hang on to its OTCQB trading status). That's why we saw it go listed as Pink on Wednesday, August 15th (one day after the due date). Now count four BUSINESS days from August 14th (that last day on which ASYI was compliant in its filings), and you get MONDAY, August 20th as the absolute final day on which GCS can file its 8K and STILL be considered to have merged into a then-compliant company.
And look at this link that's been updated today, at 8:00AM EST. Scroll down to the 'Symbol Changes'. Note how many tickers that have had an 'E' attached due to no filing. WHY ISN'T ASYI ON THAT LIST???
http://www.otcbb.com/asp/dailylist_detail.asp?d=08/16/2012&mkt_ctg=OTCBB
Retroactivity, Hoss. Retroactivity.
Daughter said "no Form 12-25" (check); and "no NT-10Q" (check); and "no 10-Q" (check).
I just love Chuck and all his crew over at TD Ameritrade!
I don't know if that's entirely true Mister Machine:
NEVER has any of the great DD brought anything.
I either disagree with you, or you are misinterpreting my post. IF ASYI DOESN'T FILE ANYTHING than that means that the merger is on and GCS will file its 8K THAT WILL REPLACE THE 10Q THAT WOULD NORMALLY BE REQUIRED BY ASYI TO FILE!
HOW MUCH CLEARER CAN THAT GET????? Geezzzzz!!!
NO FILING OF ANYTHING MEANS THAT GCS is going to step into ASYI's shoes and do the filing (of an 8K).
Also, who is crazy enough over at ASYI to spend another $35,000 to file ANYTHING at this point when they know that they're going to merge with GCS.