my email to Dean:
Dean:
I am interested in investing in QASP, however, I have several questions before investing significant capital into your company.
1. In one of your press releases, it stated that in order to do the four acquisitions, they have to be done on the same day at precisely the same time. As someone who has been involved in M&A, this is impossible, same day yes, same time no. Additionally, in all the transactions I have done, closing is just a matter of signing remaining papers that have already been negotiated and agreed to in advance. Why is this such a chore to close these four in one day? As importantly, why has it been 6 weeks since you were searching for an alternative date?
2. It has been rumored that you are paying off some old shell debt with shares. I have looked at the filings and the only corporate debt is a $302k “corporate loan”, which I assume is the aircraft loan. What debt are you repaying with shares? I am sure these creditors are getting discounted shares, what is the discount?
3. It has also been rumored that you are buying back shares to give to employees as incentive pay. Why not just issue them restricted shares from treasury rather than use a equity credit line which floods the market and drives the price down.
4. The current dilution appears to a little heavy for amount of debt that you are rumored to be paying off. What else is the dilution funding?
5. I am familiar with the flight simulator you purchased and it is fine for small aircraft training. Do you have plans to buy another flight simulator for use in certifying commercial pilots? I know they are expensive having financed some for Delta and Southwest.
6. Last question, I promise, many investors seem to think that the share structure will remain the same after the acquisitions. That would be great if true. But realistically, how are you funding these acquisitions? I assume a combination of debt and equity as a lender(s) would not provide $100MM+ of debt on QASP current capital base, not matter if the Debt/EBITDA were as low as 3x. If you are using some equity, won’t that dramatically increase the shares outstanding, or will these just be a preferred deal?
I apologize for the length of the questions, but feel this is part of my due diligence.
Regards,
Market Data 
Markets 
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