Replies to post #1593 on Cybergy Holdings Inc. (fka CYBG)

[FORTY-8]

ASYI merger is "Foolish" eh?

Well how "foolish" is this?...

There is no such entity as “AERO-IQ”
…
… and that is why, despite the repeated attempts made by many here to locate ANY information whatsoever about AERO-IQ --- be its state of incorporation, or a website reference, or even some minor article on the Merus Capital web page--- those efforts have all met with total failure.

This post is designed to take you back to the very beginning of all the deception in this trade … and then take you forward … right up to TODAY.

And it begins with today’s little bombshell: There is no such company as “AERO-IQ”. The company’s real name is “AERO Intelligence Ltd.” (as in “Airline Intelligence Systems, Inc.”, and “Dynamic Intelligence, LLC”). Nice little trick played on all the unread peeps here, eh?

Tens of millions of dollars worth of ASYI’s intellectual property have been either “transferred to” AERO Intelligence Ltd., or specifically “created for” AERO Intelligence Ltd., at no cost, when, under normal circumstances, that property would have been SOLD to such a privately-owned company and the cash proceeds of that sale would (after taxes) have gone to ASYI and been reflected as a very large asset on its balance sheet.

In our case, however, ASYI received nothing … and the benefit went solely to the owner(s) of AERO Intelligence Ltd.(who also paid no taxes) for the receipt of those valuable assets. Clearly, those owner(s) were unjustly enriched in the process, and that ASYI’s executive officers and controlling shareholders breached their “fiduciary responsibility” to ASYI’s other shareholders (you and me) by concocting such an elaborate scheme … A SCHEME SPECIFICALLY DESIGNED TO DEFRAUD THE COMMON SHAREHOLDERS OF ASYI’S ASSETS PRIOR TO AN ACTUAL MERGER TAKING PLACE.

This was not only a clear violation of SEC policies and regulations (i.e., the prohibited use of materially misleading statements and the clear breach of fiduciary responsibilities), but a CRIMINAL act as well (i.e., fraud and conversion). And because the fraud took on an interstate dimension by virtue of its having been achieved by using wire-related services, it is thus a FEDERAL CRIME … and now deserving of scrutiny by the Department of Justice and the FBI. [To Messrs. Salman Ullah, Stephen Johnston, James Beatty, David Haines, Jeff Coe and Andrew “The Jackal” Wells … are you reading this?]

And now, let’s go back to the beginning:

AERO Intelligence, Ltd. is a New York corporation that was registered almost two full years ago, on April 4, 2011 by a Mr. Samuel Varghese, an Indian gentleman who specializes in IT contracting to the commercial airline industry. He issued 200 shares of the stock at par value. I wonder who managed to snag 101 of those 200 shares, eh? I’d wager that it wasn’t Mr. Varghese. The link to his New York State corporate filing is here:

http://appext20.dos.ny.gov/corp_public/CORPSEARCH.ENTITY_INFORMATION?p_nameid=4078126&p_corpid=4076675&p_entity_name=%61%65%72%6F%20%69%6E%74%65%6C%6C%69%67%65%6E%63%65%20%6C%74%64%2E&p_name_type=%41&p_search_type=%42%45%47%49%4E%53&p_srch_results_page=0

And Mr. Varghese’s LinkedIn web page is here:

http://www.linkedin.com/pub/varghese-samuel-sam/0/225/a70

It’s VERY IMPORTANT to note that the company officially came into existence on April 4, 2011 … which was almost immediately prior to Mr. Sunny Gosain, the former Vice President for IT Applications Development at Oracle Corporation (who is also an Indian), joining the AERO-IQ Advisory Board (in May of 2011). Scroll down in the following link in order to see his major involvement with AERO-IQ, as well as the date on which he joined the Advisory Board:

http://www.linkedin.com/pub/sunny-hemant-gosain/0/a32/2a8

It’s no coincidence that Mr. Gosain, as well as many other members of AERO Intelligence Ltd’s Advisory Board, are or were ALSO members of ASYI’s Advisory Board. [You’ll have much greater success robbing a corporation if you also work for that corporation].

Now let’s go even FURTHER back into time:

Look at the following YouTube video of CEO Johnston that was produced back on August 6, 2010, where he proudly boasts of having gotten 3 commercial airline carriers to purchase ASYI’s product … and how the company would become the “talk of the business world”. If you can tear your eyes away from the attractive Indian female interviewer, take a very close look at CEO Johnston and note how supremely confident , successful, articulate and damned ‘good-looking’ he seems to be. He clearly doesn’t look like your typical ‘penny-stock-executive’:

http://www.youtube.com/watch?v=7G6tC9RZZMc

So then … everything was proceeding along VERY, VERY nicely for ASYI and CEO Johnston. And it continued that way well into the summer of the following year (2011), when a PR firm that he hired released a string of ELEVEN separate press releases that all continued to tout the ongoing success of ASYI’s unique product … including these two in particular:

from Marketwire
Major US Airline Begins Beta Testing AISystems' jetEngine(TM) Business Planning Suite
June 20, 2011

from Marketwire News Releases
AISystems (OTCBB:ASYI) CEO Stephen C. Johnston to Attend SITA Hosted Conference-The Air Transport IT Summit

So everything was smoothly humming along for ASYI … that is until September 7, 2011 (five months after AERO Intelligence Ltd was officially created), when Dynamic Intelligence suddenly (and for no stated reason whatsoever) pulled its “PERPETUAL” software license from ASYI. Two weeks later, CEO Johnston resigned, and 8 WEEKS later (on December 9th), ASYI entered into a bizarre LOI with an equally bizarre, two-bit company by the name of Birthday Slam Corp., which was to be completed by January 15, 2012.

Please remember that Birthday Slam was an untested INTERNET START-UP that had 2 employees, and an unfinished software application that was dedicated to helping people host on-line birthday events. In preparation for that LOI, ASYI immediately appointed Jeff Coe to the very important position as ASYI’s “Chief Operating Officer” … even though Mr. Coe’s sole claim to prior managerial expertise was that he had won a startup competition while attending Tiegtens Business College, which is located in the tiny town of Odense, Denmark. He used his winnings from that contest to do his very first startup which he named “Halfahead.com” (Oh, the irony of it all) … which never successfully launched. See this link:

http://www.hugedomains.com/domain_profile.cfm?d=halfahead&e=com

BOTTOM-LINE THEN: YOU COULDN’T MAKE-UP THIS “CROCK” OF RIDICULOUSNESS IF YOU WANTED TO!

But back to the deception of AERO-IQ:

It goes without saying that you can’t have an “Advisory Board” until you have a “Company” … and AERO Intelligence, Ltd. was that “Company” … legally being able to commence “doing business” on April 4, 2011 … SEVERAL MONTHS BEFORE ASYI’s CEO, Stephen Johnston’s PR firm began publishing those ELEVEN glowing PRs in a row regarding the success of ASYI’s JetEngine software (i.e., during the months of May, June, July and August of 2011) … even though AERO Intelligence Ltd. had ALREADY commenced the process of reassigning ASYI’s professional workforce to labor on the brand new business strategy created by AERO Intelligence Ltd … and even though he was set to resign from ASYI just six months later in order to head the that project.

We also now know that he received the stunning sum of $6,300,000.00 in “additional compensation” (over and above his normal salary of $405,000) during that year; and that his ‘side-kick’, interim CEO David Haines, also received an extra $400,000.00 in his pay envelope. Does ANYONE not know believe that those moneys were obviously transferred to those gentlemen by Dynamic Intelligence in order to pay the salaries of the more than 22 information technology consultants who were then laboring (in both the U.S. and abroad) on the AERO project … each of whom has a LinkedIn web page which clearly states that they were in fact (and are PRESENTLY in fact) working for AERO?

Needless to say, CEO Johnston never informed us (nor the public) that AERO Intelligence Ltd. had been secretly created … and for a very covert purpose. In this regard, it’s VERY interesting to note that DESPITE the fact that AERO Intelligence Ltd. was incorporated on April 4, 2011 (almost TWO YEARS ago), it STILL does not have an operable website that we can visit in order to learn more about the company.

Thanks to the excellent efforts of the poster Keech, we now know that four days after CEO Johnston resigned (in late September 2011), he purchased the AERO-IQ web site domain name … which, EIGHTEEN MONTHS LATER, has still not gone “live”. Indeed, several weeks ago he REMOVED his name as the registrant of that web domain. It’s getting to be “odd” --- in a funny sort of way --- how so many companies in this trade (i.e.: GCS; and Jamie Scotto & Associates; and PrivCo,; and now even ASYI) keep posting information to the web … only to have to return and take it down later on.

After CEO Johnston resigned, one full year elapsed, during which time we were spoon-fed the “FAKE” storyline about the software licensing agreement being pulled; and then the “FAKE” news about all the minor ASYI employees being terminated; and then the “FAKE” BDS LOI”; and then the “FAKE divestiture storyline; and then the “FAKE” KoolTel LOI: and then the “FAKE-Dump”; and then all of the many horrible missteps and repeated failures of ASYI and its “clown-car” of seemingly incompetent executives. And during that entire year, CEO Johnston and ASYI’s controlling shareholders were silently and covertly transferring and re-engineering ASYI’s core assets (intellectual property) into the brand new product set that AERO Intelligence Ltd. would offer to the commercial aviation world.

Then at last … almost 13 months after he resigned, the AERO logo magically appeared on the Merus Capital website (on October 16, 2012), with the confirmation that AERO had received start-up funding, and was then one of Merus Capital’s 10 prestigious “Portfolio Companies”; and that it would launch its product in late December of 2012 … even though it had STILL not launched its web site (during the EIGHTEEN MONTHS of its corporate existence) … like ALL the other Merus Capital “Porfolio Companies” had done.

It didn’t launch its product, nor roll-out its website, because two weeks after the AERO logo appeared on the Merus Capital website the brilliant posters Lecorb and Keech discovered the connection between AERO-IQ and ASYI … thereby stopping everything dead in its tracks.

SO WHAT DOES ALL OF THE ABOVE NOW MEAN?

To answer that very complicated question, you have only to read one very simple sentence from ASYI’s 10K Annual Report, dated May 17, 2012, that’s signed by David Haines, as CEO and CFO … A SENTENCE THAT WAS MATERIALLY MISLEADING WHEN IT WAS WRITTEN AND RELIED UPON:

“It is anticipated that the future activities of [ASYI] will be derived from Kool Telecom Ltd., if the merger agreement is completed successfully.”

And now, we conclusively know the following:

1. AERO Intelligence Ltd. had already been created, on April 4, 2011; someTHIRTEEN MONTHS earlier.

2. AERO Intelligence Ltd. had already started to hire respected industry professionals to staff its “Advisory Board” (many of whom were also on ASYI’s Advisory Board) … as far back in time as May of 2011 … some TWELVE MONTHS earlier.

3. ASYI’s former CEO --- who “resigned” in September of 2011 (EIGHT MONTHS before May 17, 2012) --- had already SECRETLY received $6,300,000.00 in extra “compensation” that had been earmarked for the operations of AERO Intelligence Ltd.

4. That ASYI’s present CEO, David Haines, who actually SIGNED that 10K on May 17, 2012 had already SECRETLY received $400,000.00 in extra “compensation” … EIGHTH MONTHS before May 17, 2012. That extra “compensation” was also no doubt earmarked for AERO’s operations.

5. That 4 days after he “resigned” from ASYI (EIGHT MONTHs before May 17,, 2012), CEO-Johnston purchased AERO IQ’s web site domain.

So then … the statement contained in that May 17, 2012 10K was “materially misleading” … and is VERY fertile ground for a lawsuit against ASYI; all of its executive officers; each of its controlling shareholders; each corporate executive of those controlling shareholders; as well as each member of AERO Intelligence Ltd’s Advisory Board who “knowingly” engaged in the “conspiracy” that took place.

And that is precisely why Merus Capital has gone to such great lengths to remove all meaningful information about AERO IQ (let alone AERO Intelligence Ltd.) from its website.

And that is precisely why ASYI’s former CEO has recently removed his name from the web document that showed him as being the person who registered AERO’s domain name.

But let’s take ANOTHER look (again) at that sentence contained in the 10K … but this time from another viewpoint:

“It is anticipated that the future activities of [ASYI] will be derived from Kool Telecom Ltd., if the merger agreement is completed successfully.”

Clearly, the sneaky b@stards who wrote this very important sentence crafted it in such a way as to give themselves a legal “out” with the SEC. We now know that the KoolTel LOI could NEVER be “completed successfully” due to the fact that KoolTel was not in the same line of business that ASYI was in … and therefore, a merger with it would have totally destroyed ASYI’s $30,000,000.00 of NOLs.

That then means that ASYI was never relying on having any “future” with KoolTel … and that’s its “future” lay elsewhere all the time.

That immediately leads to this very important QUESTION:

If ASYI signed an LOI with Kooltel on April 19, 2012, that NEVER had a chance of being “completed successfully”, then why did ASYI enter into it … eleven long months ago?

The answer to that QUESTION is as follows:


The re-engineering of ASYI’s core assets (intellectual property) into assets that could be used by AERO Intelligence Ltd, pursuant to a brand new business model, took TIME to bring about. And the TRANSFER of ASYI ‘s intellectual property to that private entity --- which is far easier (and more secretive) to do then would be the case if ASYI had to transfer “hard assets”, such as trucks, assembly lines, factories, etc.--- had to await that re-engineering effort. It took TIME to successfully CONVERT ASYI’s old business model of LEASING software as an asset, to a NEW business model of providing that same software as a pay-to-use SERVICE. And that is precisely what all those 22 software contractors have been doing for the past two years.

And in October of last year, they had finally completed their labors … so much so that Merus Capital (and Big Sky Partners) approved their efforts and provided AERO Intelligence Ltd. with start-up financing. But then –- on one fateful day --- the posters LeCorb and Keech threw a 50-pound monkey-wrench into all those well-laid plans.

AND HERE WE ARE … STUCK … AWATING ASYI’S NEXT MOVE.

So let’s just see how long this can continue to go on.

So let’s just see how long the SEC looks the other way.

GCS has launched its innovative product, and is ready to go.

AERO Intelligence Ltd. is fully primed, and is ready to go.
ASYI is holding on to its $30,000,000.00 of NOLs, and is ready to go.

MKHD hasn’t (and won’t) file audited financials, and is ready to go.

So let’s just see how long all of this “deception”, which has now been THOROUGLY EXPOSED, can continue to mindlessly stumble along … because it’s getting to be pathetically STUPID now! The heat is gradually ratcheting-up on ASYI. It now risks (1) a class action lawsuit by a securities law firm; and (2) an SEC intervention; as well as (3) an inquiry by the Department of Justice.

So let’s “just see” eh?

GO ASYI (but “go” quickly, as your time is running out)