Aisystems, Inc. (fka ASYI)

[Keech63]

I am quite sure the parties involved are well aware of what it takes to provide the target company(GCS, IMO)with the most favorable use of the 28M in ASYI NOLS. As Mr. Beatty Stated in the published Letter of intent:

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

Read more: http://www.faqs.org/sec-filings/120619/Mount-Knowledge-Holdings-Inc_8-K/f20120615mkhdgcsloifinal8kve.htm#ixzz25e2ogTJP

And further to that, the whole purpose of using MKHD as a vehicle in this r/m, is to create a tax free transaction, and I think we can all agree,along with the Tax Courts in Canada,LOL, Mr. Beatty doesn't like to pay taxes.

Per The Merger & Acquisiton Lawyer Article:

http://www.cooley.com/files/KohlStorumDoubleTake.pdf

The Double Merger Ruling
A tax-free reverse triangular merger
under Section 368(a)(2)(E) of the Internal
Revenue Code7 is frequently the vehicle of
choice for acquirors for a variety of reasons.
For example, because the target survives the
merger with the acquiror’s subsidiary, no
assets are transferred or contracts assigned.
This minimizes the third party consents
required to close the transaction. The triangular
structure also isolates the acquiror
from any preexisting target liabilities and,
in some circumstances, eliminates the need
for the acquiror’s stockholders to approve
the transaction (though approval of the target
stockholders will still be required).8