Aisystems, Inc. (fka ASYI)

[Clutch Cargo]

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”.

So … are we to believe that it took the visionary efforts of an investment banking firm (that’s been working with GCS “for years”) to hook-up a dynamic and innovative company like GCS with a steaming, penniless, Pink-listed POS-wreck like MKHD???

Or might there just be SOMETHING ELSE at play here? Something that could have induced GCS to state, in that same PR, the following:

“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.”

And so, the question BEGS to be asked: can GCS bring about all of its very lofty aspirations by merging with a POS like MKHD? If this is to be a “plain vanilla reverse merger” then GCS will not be able to ‘wall-off’ the debts and possible lawsuits headed its way as it expands its business internationally. And because ANOTHER COMPANY WILL NOT BE INTERPOSED BETWEEN MKHD AND GCS, there will be no opportunity for GCS to PROTECT itself within the framework of a wholly-owned subsidiary of MKHD. No, it will BECOME MKHD.

But why would it be so stupid as to do so??? And why would it have hired tax professionals to examine “the structure” of this merger? Or, as Beatty himself stated in the LOI:

“The parties will jointly determine the optimum tax structure for the transaction in order to best satisfy tax planning, regulatory and other considerations.”

“Optimum tax structure”???? Give me a break! If GCS is merging into MKHD, then there is no room for any such “determination”. GCS will simply assume the same sad position off MKHD. PERIOD!

UNLESS, OF COURSE … THERE’S MORE TO THIS SIMPLE “MERGER” THAN MEETS THE CASUAL EYE!

And you may be SURE that there is: a triangular reverse merger that SEALS-OFF GCS in its very own little world of operations; enabling it to accomplish ALL the lofty goals that its CEO envisions … without the tired drama of MKHD and ASYI, THAT’S what … and $28,000,000.00 of NOLs to boot. THAT’S WHAT!!!