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Re: digimaster post# 50520

Tuesday, 08/07/2012 10:05:49 PM

Tuesday, August 07, 2012 10:05:49 PM

Post# of 74729
"Looking to Cash in on the $5,000,000 investment Merus made."

Have any proof the entire $5M was loaned? There is no mention of how much of the $5M was loaned or if any of it was ever even loaned. Here's what the SEC filing said about the loan from Merus that happened in Jan. 2010.
According to (i)there might not have ever been any money loaned unless somebody can find a "Going Public Transaction" where that loan and an exact amount is shown. There's no talk of Merus receiving shares for an interest payment or any kind of payment.

In January 2010, the Company and Merus Capital I, L.P. (“Merus”) entered into an exchange right agreement (the “Agreement”), whereby Merus provided funding to the Company in exchange for, amongst other things, a right in liquidation for Merus to exchange common shares held by Merus at the time of the conversion (“Merus Securities”) into an unsecured promissory note with aggregate principal up to $5,000,000 paying interest at a rate of 5.00% per annum. The term of the Agreement is the earlier of: (i) 36 months following a Going Public Transaction (as defined in the Agreement); (ii) Merus receiving the Note after exercising their rights under the Agreement; and (iii) Merus transferring any of the Merus Securities without the prior authorization of the Company. Management has reviewed the terms of the exchange right agreement and has determined that permanent equity classification is appropriate because all conditions under which the exchange right could be enforced are solely within the control of the Company.



The following could explain who could sell at .0001
Noteholders got shares for a value of .000058 and ASYI is still in default

4. Notes Payable

Notes Payable consisted of:

AISystems, Inc.:

March 31, 2012 December 31, 2011
Convertible promissory note due to accredited investor entity, interest rate of 10% per annum, is due on March 5, 2012 and is convertible in whole or in part into Company common stock at a Variable Conversion price equal to 58% of the market price (defined as the average of the lowest three closing prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. Reflected net of unamortized debt discount related to beneficial conversion feature aggregating $0 and $96,470, respectively, past due and in default. $ 273,416 $ 345,792

Convertible promissory note due to accredited investor entity, interest at a rate of 10% per annum (22% default rate), is due on March 5, 2012 and is convertible in whole or in part into Company common stock at a Variable Conversion price equal to 58% of the market price (defined as the average of the lowest three closing prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. Reflected net of unamortized debt discount related to beneficial conversion feature aggregating $0 and $28,602, respectively, past due and in default. 121,398 121,398


Promissory notes issued between October 2008 and September 2011 due to various investors, interest ranging from 5% to 8% per annum (default rate ranging from 12% to 22%), maturity dates ranging from August 2009 to September 2010, past due and in default (including $1,200,000 payable to Dynamic, the Company’s controlling stockholder. 2,334,936 3,596,051

Total $ 2,854,822 $ 4,188,313



Not only did ASYI have to pay Rocmar $100,000. to take the AIS shares but they had to sign a promissory note to pay Rocmar and retain the debt that had accrued.

tic toc tic toc for the next SEC filing and the new OS.

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