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Re: None

Friday, 07/27/2012 2:24:13 PM

Friday, July 27, 2012 2:24:13 PM

Post# of 3251
Do NOT be fooled! NO ASYI reverse merger!
First of all, to accomplish a reverse merger, ASYI must be a shell, with no revenues and NO debt; however, the most recent 10Q filing indicates that ASYI is NOT a shell. The filing also indicates that the financial information is unaudited. Here is a link:
http://www.sec.gov/Archives/edgar/data/1328769/000121390012002861/f10q0312_aisystems.htm

If the shell is non-reporting or trading only on the Pink Sheets, the inability to secure an audit will doom any attempt to move the post-merger company up to the OTC Bulletin Board and beyond.

Here is a link:
http://www.burkreedy.com/publications/MichaelWilliams/DirtyShells-article.pdf

And here is a quote from the SEC itself:

In addition to trading suspensions, the SEC has recently revoked the securities registration of several reverse merger companies. In each instance, the SEC revoked the registration because of a failure to make required periodic filings—filings that should contain information of critical importance to U.S. investors.

Here is a link:
http://www.sec.gov/investor/alerts/reversemergers.pdf

Also, this information from FINRA is about the requirements for a name/symbol change:

SEC Rule 15c2-11 governs the submission and publication of quotations by brokers and dealers for certain non-Nasdaq over-the-counter equity securities. Specifically, the rule applies to a broker/dealer's initiation or resumption of quotations for such securities in any interdealer quotation medium, including the NASD's OTC Bulletin Board" and National Quotation Bureau, Inc.'s "Pink Sheets" ("pink sheets"). Pursuant to the rule, brokers and dealers are required to review and maintain specified information about the issuer of the security before publishing a quotation for that security.

Unless an exception to Rule 15c2-11 is available, the rule can be satisfied in one of only five ways: (1) the broker/dealer must have in its possession a prospectus specified by Section 10(a) of the Securities Act of 1933 (Securities Act) that has been filed with the Commission and which has been in effect less than 90 calendar days; or (2) the broker/dealer must have a copy of the offering circular provided for under Regulation A of the Securities Act and the effective date must be within the preceding 40 days; or (3) the issuer must be current in its filings with the Commission and the broker/dealer must have in its possession the issuer's latest Form 10-K and all subsequent Form 10-Qs and Form 8-Ks; or (4) the issuer must be exempt from Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) pursuant to Rule 12g3-2(b) and the broker/dealer must have in its possession all the information furnished to the Commission during the issuer's last fiscal year; or (5) the broker/dealer must have in its possession 16 items of information about the issuer, including financial information which shall be reasonably current in relation to the day the quotation is submitted.

Here is a link:
http://finra.complinet.com/en/display/display_main.html?rbid=2403&element_id=1675&print=1

A couple more red flags that the Burk-Reedy document mentions are:

In today’s hot shell market, any shell that has been shopped and not sold for several months or more or has had a potential merger break down is a bad omen.

Any shell that came into existence through a spin off is also extremely suspect.

The first merger breakdown was Birthday Slam. Then came KoolTel. Now there is gossip about a three-way among ASYI/MKHD/GCS! Furthermore, ASYI had not one, but TWO predecessors in less than 5 years! Here is a link showing ASYI's predecssors:
http://www.otcmarkets.com/stock/ASYI/company-info

And finally, the SEC is scrutinizing reverse mergers much more closely:

The SEC says they are not trying to eliminate reverse mergers, only the pump and dump schemes that at times accompany them. Whether or not it is their desire, the effect has been to cut in about half the number of deals getting done.

Here is a link:
http://www.reversemergerblog.com/2012/07/17/reverse-mergers-take-a-plunge/

If the ASYI/KoolTel RM is suspect, the three-way ASYI/MKHD/GCS RM is a JOKE and a failure waiting to happen! There will be NO ASYI reverse merger of ANY kind -- neither with UNkooltel nor a triple merger among ASYI/MKHD/GCS!

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