Aisystems, Inc. (fka ASYI)

[Clutch Cargo]

ASYI – A Monday Morning Memo to the peeps…

Look at this. This is what they want the peeps to believe:

1. That in September, ASYI had its JetEngline software license yanked, and had to shut down all of its operations.

2. And shortly after that, ASYI’s CEO resigned.

3. And shortly after that, all other corporate officers and employees of ASYI either resigned or were terminated.

4. And shortly after that, ASYI sold-off all of its “NON-CORE” assets.

5. And shortly after that, ASYI sold the remaining period of its office lease.

6. And shortly after that, it divested itself of its Airline Intelligence Systems Inc. subsidiary (AIS).

7. And now our poor little POS lies dead and cellar-boxed … with “nobody home”.

BUT THIS IS WHAT THEY “FORGOT” TO TELL YOU:

1. ASYI only sold-off its “non-core” assets, and not its money-making “core” assets” (i.e., its intellectual property).

2. And ASYI only divested itself of ONE of its THREE operating subsidiaries.

3. And ASYI presently still has TWO of those THREE operating subsidiaries.

4. And ASYI has NEVER sold those remaining TWO operating subsidiaries, because it has never filed an 8K that says that it did.

5. And it just so happens that the two operating subsidiaries that ASYI decided NOT to sell are responsible for doing the following:

From the May 17, 2012 10K:

“providing management services and corporate services to the parent company (ASYI)”

QUESTION: So why in the devil would a company like ASYI, who was closing its doors, terminating its officers and employees, and going out of business, want to foolishly hang onto TWO separate operating subsidiaries that were created to originally “provide AIS, and then ASYI with management services and corporate services."”???? And why does ASYI STILL hang onto to BOTH of them??? Why weren’t they flushed when AIS was flushed?

If AIS is now divested, and ASYI is now “out of business”, then those two companies SURELY don’t NEED to be “provided with management services and corporate services” …. RIGHT? Because there’s NOTHING to “MANAGE”, right? Especially if ASYI is “dead” … and “nobody’s home” … RIGHT?

It just may surprise you that the operation of those two Canadian subs has resulted in the generation of a very significant amount of available NOLs (APART from ASYI’s mountain of NOLs):

From the May 17, 2012 ASYI 10K:

Income tax expense

The Company has net operating loss carry-forwards, including from its Canadian subsidiaries, which are available to offset future taxable income.

I presently estimate those NOLs to be worth $3,000,000.00 in tax savings (as of December 2012) to some merger partner … so we can begin to see why ASYI elected NOT to sell those subsidiaries. But if you’re “going out of business”, why worry about NOLs, eh?

Because there is an ADDITIONAL reason for not selling those Canadian subsidiaries… and that involves AERO-IO.

When ASYI’s CEO, Stephen Johnston, resigned in September 2011, he was immediately replaced with a young Newbie at ASYI; David Haines. Haines’ expertise is “divestitures and corporate restructuring strategies.”

From the ASYI 10K, dated May 17, 2012:

“David Haines , President, Chief Executive Officer and Chief Financial Officer

Mr. Haines has extensive experience in the technology sector … and [w]as Vice President Corporate Development for Allied Riser Corporation where he provided strategic advisory services in relation to divestitures and corporate restructuring strategies

AERO-IQ IS ASYI’s “CORPORATE RESTRUCTURING STRATEGY”.

More about that “STRATEGY” in my next post. For now, simply know that AERO-IQ is a D/B/A name given to one of ASYI’s two remaining Canadian subsidiaries … and that CEO-Haines MOVED all of ASYI’s “core-assets” (i.e., its intellectual property) over to that Canadian subsidiary in readiness for the reverse merger.

The hold-up for the entire transaction has been to give GCS time to launch its various new products (which is has been doing with a vengeance --- launching three new retail-oriented products in March 2013 alone.

Additionally, we are awaiting the conclusion of the share-swap between MKHD and FRMB, which will make the retail products of Forum Mobile Israel available for POST ACQUISITION by GCS.

The Reverse Merger will be announced on any morning or at any evening now … and certainly no later than June 1, 2013.

WILL YOU BE READY?