Aisystems, Inc. (fka ASYI)

[Clutch Cargo]

ASYI – Your “recap” is a very honest one …

and I would agree with every single point it contains. Indeed, anyone would be hard-pressed not to admit that ASYI’s executives have taken every single opportunity and action to trash and destroy their company; as well as their company’s stock price.

Every single “opportunity and action” EXCEPT any that would harm or destroy the more than $35,444,000.00 of NOLs now sitting on its balance sheet. And that would strongly suggest that those executives --- long ago --- saw the handwriting on the wall: that ASYI’s fixed-lease operating model was outdated, and that it would have to be switched to the new “software-as-a-service” business model.

So ASYI was (and sill is) DEAD as a viable corporate entity going forward.

And thus the sudden (and documented) switch to AERO IQ Inc., which got underway during the first quarter of 2011. During the next two years (2011 through 2013) all of ASYI’s intellectual property was transferred over to AERO and re-engineered to suit the requirements of that new business model. During that time, AERO also received additional investment moneys from Merus Capital and Big Sky Partners in order to facilitate the change-over.

And now … AERO IQ Inc. is ready to be spun-off from the old and discarded hulk of ASYI.

I’m delighted that you find my AERO SPIN-OFF scenario “interesting”. But you raised several troubling questions in doing so:

1. You said that:

“ASYI has publicly stated that AERO has gone, [and ASYI] has no continued ownership interest”

ASYI has NEVER said any such thing!Indeed, ASYI has NEVER even mentioned the word “AERO”. If you do a word-search of ASYI’s most recent 10K, you’ll know that this is true. The only entity that ASYI ever divested itself of was its former CEO’s company, Airline Intelligence Systems … and that divestment did not include the two Canadian subsidiaries of Airline Intelligence Systems … NOR the intellectual property (which was retained by ASYI). The only thing that was “divested” was worthless AIS stock.


2. You also indicated that:

“A spin-off would require, at the very least, an SEC registration statement, on either S-1 or Form 10, which would require ASYI getting its filings up to date.”

You can bank on ASYI opting (as most companies do) to avoid the very time-consuming and highly expensive S-1 registration … or any other formal “registration statement” when the simple Form 10 will do the trick.

NO WHERE has the SEC ever indicated or even implied that a company has to be up-to-date with its periodic filings before it can file a Form 10.

Indeed, the SEC even permits NON-FILING companies to file a Form 10.

This is an excellent link to the SEC Staff Bulletin regarding spin-offs. It contains a host of SEC answers to a host of questions. I think that it might help to clear-up some of the misconceptions you have about spin-offs … especially in the case of AERO IQ Inc.

http://www.sec.gov/interps/legal/slbcf4.txt

And this link is an actual Form 10. It’s easy enough for my 15-year-old niece to fill-out!!!

http://www.sec.gov/about/forms/form10.pdf

And Good Luck to you Sir (assuming you’re rooting for ASYI and AERO, of course).