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.
