Aisystems, Inc. (fka ASYI)

[Clutch Cargo]

ASYI – “LIVE DD” FROM TORONTO:-TWO BOMBSHELLS!!!

Greetings to all LONGS:

I’ve taken a one week “working-vacation” in the beautiful City of Toronto, which is known as the “City of Commerce and Information” … and so it’s also the City that contains the following “Mack-Daddies” of ASYI-related “information”:

1. James D. Beatty (a Board Member of ASYI, and the CEO of MKHD);

2. Stephen C. Johnston (the former CEO of ASYI, and the present CEO of AERO IQ, Inc.);

3. Roy Miller (the inventor of the JetEngine software, and the lead computer systems architect at AERO IQ, Inc. );

4. Dynamic Intelligence Ltd’s headquarters;

5. ASYI’s temporary headquarters;

6. AERO IQ Inc.’s temporary headquarters;

7. The headquarters of our TWO Canadian subsidiaries;

8. CEO Andrew Wells, and the headquarters of his criminal enterprise known as “KoolTel”; and

9. The gloriously efficient Registry Office of Ontario Companies; together with Ontario’s Department of Labor and Immigration … and its highly competent staff of employees; together with their FREE computer access nodes.

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SO LET’S GET TO IT, EH?

Over the weekend, I had lunch with a former ASYI employee here (whose name I am not permitted to divulge) … as he believes that my postings are reviewed by former management … and that he doesn’t want “any f_____ problems with them”, he said. However, he did permit me to take full notes of our meeting; and to back-up those notes with my micro-transcriber. He was employed as a very highly-paid “computer profiler” at Airline Intelligence Systems’ Toronto offices during the period: June 2010 through April 2012. He is not an H1B visa holder. I had communicated with him on 4 separate occasions in the past … and he never failed to say the dirtiest things imaginable about his former employer.

He purchased a substantial number of ASYI shares when they were trading in the $0.25 to $0.35 range, back in October of 2010. He said that he believed in the company’s product … but most of all he believed in the “f_____ hype” that it’s CEO kept pushing. So he held onto his shares until late Spring of last year, which is when he finally bailed-out … at $0.0045 and a “huge-ass-f____-up loss” he said.

First and foremost, he said that ASYI’s former CEO is a “f_____ liar”. He also said that the PR campaign that took place during the Summer of 2011 was nothing but a “f_____ lie” that was designed to shore-up ASYI’s rapidly falling PPS.

When I asked about the CEO’s sudden resignation in September of 2011, he said that everybody was “kinda shocked by that … nobody really loved the d___head you know, but we were all kinda shocked by that move” [the word “d___head” is a derogatory term commonly used by Canadians to describe Americans.]

He said that the CEO had just come back from being the invited speaker at an international aviation conference in Europe, two months earlier … and “was all pumped-up about JetEngine, and what it was gonna do”, and “by then, we had gotten the word about the new contract with Turkish Airlines and two other airlines in the States … so everything was really looking up and all, you know. JetEngine was gonna take over the whole f_____ world you know!”

As a shareholder, he said that he had paid close attention to any news about ASYI … and that he even posted to its message board here at iHub … because he wanted to read about what “the d___heads were saying”. He would not, of course, divulge his posting handle.

But he said that his main gripe was when he read ASYI’s November 11, 2011 10Q which indicated that Dynamic Intelligence had terminated its software license agreement with ASYI. He indicated that nobody he knew ever got word of that until he read it in the 10Q. “What the f___!!!”, he said. “It just blew out of the f______ sky!” “We were hiring all these dudes in India, and this s__t just falls outta the f______ sky!”

AND THEN HE SAID SOMETHING VERY STRANGE:

“We never used anybody else’s software … only our own … and the f____-up stuff that the d___heads sent us every now and then”. “We were doing all the work, and had our OWN software”, he said.

“But what about the divestment?” I replied. It happened only four months later. Didn’t that bring everything to a halt … even though you were using you own software?”

He frowned and rolled his eyes --- as only a young, Canadian Black man can seem to do --- and then said the following:

“There was never any f_____ divestment man! At least of OUR unit! That’s why I hate that f______ company. They worked your ass off and lied to you. Canada did all the f____ work … and Canada KEPT on doing all the f_____ work. So much that I decided to find myself another job. Something easier … ‘cause they turned that sucker into a ‘High-Tech-F______-Slave-Ship’. And I wasn’t ‘hanging’ for s__t like that, you know.”

He then paused for a very long time, just scowling into his drink … then said: “I never followed that divestment b___ s____ … all I knew was that Canada was working its ass off, damned near non-stop!” “If we got divested then nobody ever told US about it.” “The checks kept cashing and the work kept coming … that’s all I f______ know.”

A long silence passed between us as he calmed himself down. I then tried to get him to divulge names, dates, and telephone numbers … but he wouldn’t do so. I asked if he retained any ASYI documents that I could take a look at. I asked him if he could get me inside the offices of AIS Canada. He just stared at me, and unsmilingly shook his head … like I was crazy. I thought to offer him some money … but his appearance strongly suggested that he had much more money than I did. And so I knew that our luncheon meeting was over.

I paid for the meal and he was courteous enough to wait until my change came back before he said good-bye. As we waited I said something stupid about having re-read the software licensing agreement 5 or 10 times … to which he rolled his eyes and said nothing. My change then came and we stood to say good-bye to one another .

And then he said eight words that gave me goose bumps. “The Master Services Agreement. Check THAT f____r out, man!

He walked away … and I hurriedly made a phone call to my daughter whose a research analyst at TDA. I described the interview that I conducted and asked her to find that Agreement and e-mail a copy of it to me. I knew I was on to something when she said that she had never heard of it before … even though she’s been following this trade for over a year. So I went to the bar area, unpacked my lap-top, and waited for daughter to call me.

Twenty minutes or so later, I received her call. She said “Daddy … I just e-mailed a MONSTER to you!!!” I then fumbled with my e-mail account and downloaded the Agreement

For the next hour or so I thoroughly read the Agreement, and cross-referenced its content with my interview notes, as well as the results of other ASYI DD that’s always contained in my lap-top. When I had finished, I smiled … A VERY BIG SMILE … because daughter was absolutely right. She had e-mailed a MONSTER to me … a monster that contain two BOMBSHELLS for this trade:


THOSE TWO DD BOMBSHELLS:

(1) The two Canadian subsidiaries of Airline Intelligence Systems Inc. were NEVER divested; and ASYI’s public filings PROVE that fact!

(2) But most importantly, all of the work on the JetEngine software that allegedly came to a halt because Dynamic Intelligence Ltd. terminated its software license … was simply shifted over to ASYI’s Canadian subsidiary, which was and is a MIRROR-IMAGE of the former U.S.-based Airline Intelligence Systems, Inc. My luncheon helped to PROVE that fact!

The entire “scheme-of-deception”was slyly engineered by Dynamic to “scare-the-hell” out of ASYI’s many small-time traders and investors … and FLUSH them out of the ticker for good … AND IT ALL WORKED LIKE A CHARM!!!


BOMBSHELL #1: The two Canadian subsidiaries of Airline Intelligence Systems, Inc. were NEVER divested:.

If ASYI had decided --- back in November of 2011, when Dynamic terminated its software license --- to immediately fire its employees and cease all further operations; awaiting potential good news from Birthday Slam … and then from KoolTel (that never came)… it would have made perfectly good sense to divest the two Canadian subsidiaries that were wholly-owned by Airline Intelligence Systems, Inc.

Why continue to pay the hefty annual franchise taxes; and the quarterly unemployment insurance taxes; and all the administrative fees and charges that would be assessed on it for having to maintain the existence of TWO Canadian corporate subsidiaries for which it no longer had any use? GET RID OF THEM! DIVEST THEM! AND SAVE A HELL OF A LOT OF MONEY! That would have been the “reasonable” decision to make … ESPECIALLY after having been unable (or unwilling) to pay those very same types of taxes, fees, charges, and assessments for its corporate parent, ASYI, in Nevada … and even in Delaware.

But that’s NOT what happened. Instead, ASYI stubbornly decided to hang onto those TWO Canadian subsidiaries, and continue to pay all those taxes and fees and assessments and charges … and by doing so, it showed us the IMPORTANCE of those TWO Canadian subsidiaries!!!

ASYI’s 10K, dated Aprill 11, 2011, for the operating period ended: December 31, 2010, states as follows:

“The Company [ASYI] has net operating loss carry-forwards, including from its [two] Canadian subsidiaries, which are available to offset future taxable income. At December 31, 2010, the Company has U.S. accumulated net operating loss carry-forwards of approximately $25,477,000, due to expire beginning 2025, and Canadian accumulated net operating loss carry-forwards [NOLs] of $6,007,000, due to expire beginning 2027.”

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=89155422

Clearly then, as of December 31, 2010, the two Canadian subsidiaries, that were wholly-owned by Airline Intelligence Systems, Inc. (which was in turn owned by ASYI), were responsible for having generated over $6 Million of valuable Net Operating Losses that could be used to off-set Canadian corporate income taxes.

And then, on March 13, 2012, ASYI divested itself of Airline Intelligence Systems, Inc.

IF that divestment had ALSO included the two Canadian subsidiaries, then any public reporting documents of ASYI filed AFTER March 13, 2012 should NOT contain ANY reference to Canadian NOLs … because starting on March 14, 2012 (the day after the divestment), ASYI would have had no such available Canadian NOLs … because it then had no Canadian subsidiaries.

AND YET … on Page 16 of its 10Q filing, dated MAY 21, 2012 --- TWO AND ½ MONTHS AFTER THE PRESUMED DIVESTMENT OF AIS AND ITS TWO CANADIAN SUBS TOOK PLACE --- the following is stated:

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

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8630548


So why --- TWO AND ½ MONTHS AFTER THE DIVESTMENT --- does ASYI say that it STILL has those Canadian NOLs when it no longer has any Canadian subsidiaries??? If the Canadian subsidiaries were transferred to RocMar Farms, a corporate entity which was totally independent of ASYI, then every single DIME of those NOLs would have instantly vanished pursuant to the U.S. Tax Code.

So then … this is clear and absolute proof that ASYI only divested itself of Airline Intelligence Systems, Inc. … but kept the two Canadian subsidiaries for their $6,007,000.00 stash of NOLs … and for its financial benefit.

[color=red]BOMBSHELL #2: One of the Canadian subsidiaries took the place of Airline Intelligence Systems [U.S.] after it was divested … and continued, NON-STOP, to develop, perfect, and market the JetEngine software … even though ASYI’s operations in the U.S. had been shut down.[/color]

On December 9, 2005, a document that’s never been mentioned here before; “The Master Services Agreement”, was entered into by Dynamic Intelligence, and the privately-owned Airline Intelligence Systems, Inc., (the Delaware company that Stephen Johnston and Roy Miller had created). And a THIRD party to that agreement was one of those Canadian subsidiaries mentioned above.

http://www.techagreements.com/agreement-preview.aspx?title=Wolf%20Resources%20-%20Master%20Services%20Agreement%20Between%20Dynamic%20Intelligence,%20Inc.,%20Airline%20Intelligence%20Systems,%20Inc.%20%28us&num=680997

So then, from the very beginning, way back in December of 2005, you’ve got an arrangement among THREE separate companies: Dynamic, and Airline Intelligence Systems Inc., and one of its Canadian subsidiaries (by the very same name as AIS).

We have always “assumed” that the licensing and use of the JetEngine software was merely between Dynamic Intelligence and the Delaware corporation, Airline Intelligence Systems, Inc. … but that was NOT the case. The deal ALSO included the Canadian subsidiary!

WHY?

“The Master Service Agreement” clearly spelled it out:

“Dynamic Intelligence, Airline Intelligence Systems Inc. [US], and Airline Intelligence Systems Inc. [Canada] each possess certain capabilities (including research, development, marketing, sales and client services capabilities) and each may from time to time require the assistance from one or more of the Group of Companies.”

That Agreement goes on to state that:

“[The three companies] wish to have AIS-CANADA assign its intellectual property to AIS-US so that AIS-US can assign its Intellectual property back to Dynamic pursuant to the terms of the Intellectual Property Agreement, and for Dynamic to license AIS-US pursuant to that Agreement.”

What this clause is saying (in plain English) is that

(1) Dynamic (a company that is headquartered in Canada) owns certain software, and that it wants to enter into a contractual relationship with ANOTHER Canadian company [the SUB]; to which Dynamic will transfer that software.

(2) Then the Canadian SUB will transfer that software over to Airline Systems Intelligence Inc. (which was the U.S. company owned by Stephen Johnston and Roy Miller), so that they could create, develop and market the product which would come to be known as the JetEngine software … but only AFTER they signed the software license with Dynamic, which stated that the JetEngine software would become the property of Dynamic.

So why did Dynamic bother itself with first transferring its software to a Canadian company, who would then transfer it to a U.S. company … when that U.S. company owned the Canadian company (the sub) in the first place?

The answer is obvious. The software that Dynamic would be ultimately transferring to a U.S.-based company (Airline Intelligence Systems, Inc.) was VERY valuable .. and Dynamic wanted to make absolutely certain that if its ownership to its software, and/or the JetEngine software were ever disputed or contested in any way, then Dynamic (a Canadian company) could immediately seek the assistance and relief of a CANADIAN court to get it back. Indeed, it is for this very reason that Dynamic undoubtedly insisted on the creation of AIS’s Canadian subsidiary … TO PROTECT DYNAMIC’S INTERESTS IN AND TO ITS SOFTWARE, AS WELL AS THE JETENGINE SOFTWARE.

It’s also very instructive that The Master Services Agreement was NEVER terminated (the way that the software license was). That’s because The Maser Services Agreement is what PROTECTED Dynamic from the theft or wrongful taking of both its software and the JetEngine software.

And by the way … the Canadian subsidiary has NINE full-time, in-house staff employees that coordinate the work done by 25 different foreign-based contractors … and guess who the CEO is? It’s none other than Stephen Johnston, the former CEO of ASYI, that’s who!!!! He’s also the Secretary of the other Canadian subsidiary. SO WHEN HE RESIGNED FROM ASYI … HE REALLY DIDN’T RESIGN AT ALL!!!!


SO WHAT DOES THIS ALL MEAN FOR THE ASYI TRADE?

1. First and foremost, it means that the two Canadian subsidiaries are STILL in existence, having NEVER been divested … and that they’re STILL owned by ASYI … which further means that it’s owned BY ALL OF US … together with their $6,007,000.00 of NOLs that will be given to ASYI’s new merger partner.

2. It means that both Airline Intelligence Systems [U.S.], and Airline Intelligence Systems [Canada] were part of the “Group of Companies” mentioned in “The Master Services Agreement” … and as such, they had been closely sharing information with one another, and actively working with one another, on the creation, modification and marketing of the JetEngine software, SINCE DECEMBER OF 2005!!! Thus, the termination or divestment of the U.S. company (on March 13, 2012) would have had absolutely no effect whatsoever on the continuation of the JetEngine software project!!!

3. It means that when Dynamic terminated its software license with the “U.S. version” of Airline Intelligence Systems, Inc., on September 7, 2011 … the JetEngine software merely returned to Dynamic and the “CANADIAN version” of Airline Intelligence Systems, Inc. … with no harm or delay done to the overall project, nor to the continuation of its development and marketing.

4. It means that the “U.S. version” of Airline Intelligence Systems, Inc. would have been absolutely free to SCARE THE HELL OUT OF ALL OF US by firing its employees; selling-off its office furniture, etc.; and even terminating its office leases … BECAUSE THE “CANADIAN VERSION” of Airline Intelligence Systems, Inc. was still in operation … and STILL developing and marketing the JetEngine software that had been given back to Dynamic!!!

5. And lastly, it means that the so-called termination of the JetEngline software license by Dynamic, that was publicly announced on November 11, 2011, was nothing more than the opening act of a BS-STAGED-EVENT that was designed to rapidly crash the PPS of ASYI’s stock … and thereby flush many hundreds of small-time traders and investors from owning it … and deter would-be investors from purchasing it.

On the day that the termination was publicly announced (November 11, 2011), ASYI’s PPS had fallen from $0.80 (on the date of its merger) to .0016. CLEARLY, SOMETHING DRASTIC HAD TO BE DONE in order for ASYI’s share price to regain its previous value. So Dynamic engineered a very clever “scheme” to make it appear that ASYI was going out of business … when, in REALITY, that business had merely SHIFTED from the U.S.corporation … to the CANADIAN mirror-image corporation.

It was all done to buy time to re-structure ASYI, and to create AERO IQ Inc. … which would, in time, be spun-away from the dying ASYI … and into a newly-independent, publicly-trader ticker. AND THE PLAN WAS ABSOLUTELY BRILLIANT!!!

Additionally, time was also needed for completion of the roll-out of Global Convergence Solutions revolutionary new products … which did begin to take place until the first quarter of this year.

Please note that in doing all of the above, Dynamic committed no illegal act for which it can be sued or prosecuted. The JetEngine software was and is Dynamic’s private property … and it can lIcense it to whomever it wants … and terminate such a license whenever it wants.

Nor was the creation of the “Canadian version” of Air Intelligence Systems Inc. an illegal act. That company was registered in Canada in 2005 … well before ASYI became a publicly-traded company in 2010.

Dynamic’s only commission of any “sin” was to make us all believe the truth in what we read in ASYI’s filing documents: that it was going out of business. AND THAT WAS ABSOLUTELY THE TRUTH! The “U.S.-version” of Airline Intelligence Systems has, in fact, “gone out of active business”.

HOWEVER, WHAT WAS NOT MENTIONED WAS THE FACT THAT THE CANADIAN “VERSION” OF AIRLINE INTELLIGENCE SYSTEMS, INC. WAS NOT GOING OUT OF BUSINESS … AND INDEED, IS STILL IN BUSINESS … AND DOING VERY WELL!!!

AND WE’LL HEAR FROM IT VERY, VERY SOON … WHEN IT TRANSFERS THE JETENGINE SOFTWARE OVER TO AERO IQ, INC. (if it hasn’t done so already) … AND ASYI SPINS IT OFF INTO ITS VERY OWN INDEPENDENTLY-TRADED TICKER!!!!!!!!!

Go ASYI
Go AERO
Go Canadian Subs!!!!!!!!!!!!!!!!!!!!!