Replies to post #47846 on Aisystems, Inc. (fka ASYI)

[tob999]

That is completely untrue and a misinforming post imo:

First of all, to accomplish a reverse merger, ASYI must be a shell

[tob999]

Yup ASYI is fully reporting OTCQB..what's the point u r making here?

If the shell is non-reporting or trading only on the Pink Sheets, the inability to secure an audit will doom any attempt to move the post-merger company up to the OTC Bulletin Board and beyond.

In each instance, the SEC revoked the registration because of a failure to make required periodic filings—filings that should contain information of critical importance to U.S. investors

[Anban]

ASYI..at 0.0001 is never drying. Last 2 Days more than 250M volume at 0.0001. This makes to believe your statement and ASYI is never going towards the merger instead goin towards Reverse Split R/S.

[Reptos]

DO NOT BE FOOLED ASYI WILL REVERSE MERGE. ASYI is FULLY QUALIFIED,as a FULLY REPORTING OTCQB company.In addition,once it R/M's,it will have no problem at all doing a name and cusip# change,and nothing in your posts refutes these facts except your opinion.IMO

[Crazy Money]

ASYI .0001 no bid with them selling below .0001 ... who really cares anymore?

[Keech63]

Man If I could be paid a buck for everytime I had to correct you:

A merger with a Shell gets you technically Public, but nothing more. You end with a few hundred shareholders, not enough to create a bona fide public “market”. Auditors and attorneys are typically very small firms or individuals, and the financial community that makes the difference isn’t going to take the company seriously. It leaves the company on the lowest rung of the Public Company ladder. Reverse Mergers with shells are what people have in mind when they dismiss Reverse Mergers as shady, suspect or quasi-legitimate transactions.

A variation of a Public Shell is a Public Company that recently divested all its business in an asset sale but has a clean unbroken history of audits, filings and stock ownership as well as reputable attorneys and accountants who were involved. Technically it may be a Public Shell, but if the divestiture is recent, it is in a completely different category (and has been termed a “warm” shell).

http://www.newcap.com/userfiles/File/Publications/pub29%20-%20Giannini_%20Reverse%20mergers%20Beauty.pdf

[jefrank]

EXPLANATION AND DEFINITION OF “SHELL COMPANY”

Rule 144(i)(1) prohibits the use of the rule for sales of restricted stock and stock held by affiliates into the public market if the issuing company is now or ever has been a “shell company”, unless the requirements of Rule 144(i)(2) are satisfied. The following explanation is qualified in its entirely by reference to the complete text of Rule 144* (see below).

Rule 144(i)(1) defines a shell company as a company± that is now or at any time previously has been an issuer, that has:

(A) No or nominal operations; and

(B) Either:

(1) No or nominal assets;

(2) Assets consisting solely of cash and cash equivalents; or

(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets; or

± This does not include a development stage company pursuing an actual business, a business combination related shell company, as defined in Rule 405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation S-K [AB].

Rule 144(i)(2) does permit the use of Rule 144 by stockholders of an issuing company has previously been but is not now a shell company if the issuing company [that] has been filing reports with the SEC for one year that contain information about its current operating (or development stage) business activities (not including shell company activities) and it is current in its reporting obligations at the time of the proposed sale in reliance on Rule 144.

*Rule144(i) Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.

(1) This section is not available for the resale of securities initially issued by an issuer defined below:

(i) An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation S-K [AB] (§229.1101(b) of this chapter), that has:

(A) No or nominal operations; and

(B) Either:

(1) No or nominal assets;

(2) Assets consisting solely of cash and cash equivalents;

or

(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets;

or

(ii) An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).

(2) Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports (§249.308 of this chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.

(3) The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.210 or §249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10 information in any filing of the issuer with the Commission. The Form 10 information is deemed filed when the initial filing is made with the Commission.

[jefrank]

U.S. Securities and Exchange Commission refer to a shell as a publicly held company with no or nominal assets other than money.