U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB/A-1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended April 30, 2001
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 000-26753
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ASYST CORPORATION
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(Name of Small Business Issuer in its Charter)
UTAH 87-0416131
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
6170 South 380 West, #225
Murray, Utah 84107
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 263-1661
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
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(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
June 21, 2001
Common - 449,072 shares
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Condensed Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, the Condensed Financial Statements fairly present the
financial condition of the Company.
Asyst Corporation
Condensed Balance Sheets
(Unaudited)
ASSETS
April 30,
2001
Current Assets $ 0
Total Current Assets 0
TOTAL ASSETS $ 0
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 5,843
Shareholder loan 11,932
Total Current Liabilities 17,775
Stockholders' Deficit
Common stock 449
Additional paid in capital 298,493
Accumulated deficit (316,717)
Total Stockholders' Deficit (17,775)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 0
See accompanying notes
Asyst Corporation
Condensed Statements of Operations
(Unaudited)
For the Three For the Three
Months Ended Months Ended
April 30,2001 April 30, 2000
Revenues $ 0 $ 0
Operating expense 2,500 1,964
Operating loss (2,500) (1,964)
Realized gain on disposal
of investments
Interest expense 0 0
Net income (loss) (2,500) (1,964)
Other Comprehensive income(loss)
Unrealized gain (loss) on
marketable securities
Total comprehensive $ (2,500) $ (1,964)
income (loss)
Net Income (loss) per Share $ (0.01) $ (0.01)
Weighted Average Number of Shares
Outstanding 449,072 449,072
See accompanying notes
Asyst Corporation
Condensed Statements of Operations
(Unaudited)
For the Nine For the Nine
Months Ended Months Ended
April 30,2001 April 30, 2000
Revenues $ 0 $ 0
Operating expense 3,675 9,336
Operating loss (3,675) (9,336)
Realized gain on disposal 0 68,407
of investments
Interest expense 0 0
Net income (loss) (3,675) 59,071
Other Comprehensive income(loss)
Unrealized holding loss during period 0 (15,000)
Reclassification adjustment for 0 (68,407)
realized gain
Total comprehensive $ 3,675 $ (24,336)
income (loss)
Net Income (loss) per Share $ (0.01) $ 0.07
Weighted Average 449,072 449,072
Number of Shares Outstanding
See accompanying notes
Asyst Corporation
Condensed Statements of Cash Flows
(Unaudited)
For the Nine For the Nine
Months Ended Months Ended
April 30, 2001 April 30, 2000
Cash Flows Used for Operating Activities:
Net Income (Loss) $ (3,675) $ 59,066
Adjustments to reconcile net loss to
net cash used for operating activities:
Gain on disposal of investments (68,407)
Increase (decrease) in current 3,675 9,341
liabilities
Net Cash Flows Used
for Operating Activities 0 0
Net Increase (Decrease) in Cash 0 0
Beginning Cash Balance 0 0
Ending Cash Balance $ 0 $ 0
Supplemental disclosure:
Investment of $90,000 was disposed of as settlement of debt on September 30,
1999.
See accompanying notes
Asyst Corporation
Notes to Condensed Financial Statements
April 30, 2001
PRELIMINARY NOTE
The accompanying condensed consolidated financial statements have been
prepared without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
Annual Report on Form 1O-KSB for the year ended July 31, 2000.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
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The Company has not engaged in any material operations during the fiscal
years ended July 31, 2000 or 1999.
The Company's plan of operation for the next 12 months is to:(i)
consider guidelines of industries in which the Company may have an interest;
to (ii) adopt a business plan regarding engaging in business in any selected
industry; and to (iii) commence such operations through funding and/or the
acquisition of an operating company engaged in any industry selected.
The Company's only foreseeable cash requirements during the next 12
months will relate to maintaining the Company in good standing in the State
of Utah. Expenses of the Company will be paid by a principal stockholder,
Michael Vardakis, pursuant to his Agreement to pay expenses, through February
2, 2002; thereafter, the Company may be required to seek loans or advances
from directors or executive officers or principal stockholders of the Company,
or to raise funds through the placement of "restricted securities."
Considering the present financial position of these, none of these
possibilities can presently be determined to be available to the Company when
and if needed.
The report of our auditors indicates that there is substantial doubt
about our ability to continue as a "going concern." Accordingly, the future
outlook of the Company, under present circumstances, is bleak.
Results of Operations.
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At April 30, 2001, the Company had $0 in assets and $17,775 in
liabilities. The Company had no revenues for the three months ended April 30,
2001 and 2000, with net losses of ($2,500) and ($1,964), respectively.
The Company had no revenues for the nine months ended April 30, 2001 and
2000, with net losses of ($3,675) and ($24,336), respectively.
Liquidity.
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At April 30, 2001, the Company had no current assets, with total
current liabilities of $17,775. Total stockholder's deficit was ($17,775).
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
Pursuant to a proxy statement (the "Proxy Statement") forwarded by
Asyst to its stockholders in connection with a special meeting of its
stockholders duly called and held on May 7, 1998, stockholders voted to (i)
effect a 500 for one reverse split of the Company's outstanding common stock,
with fractional shares to be purchased for $1.00; to (ii) change the Company's
authorized capitalization to 10,000,000 shares of common stock and 2,000,000
shares of preferred stock; and to (iii) adopt the Asset Purchase Agreement
with World Wireless.
Then, by unanimous written consent of the Board of Directors and the
majority stockholders of the Company in December, 1998, the Company adopted,
ratified and approved action to: (i) reinstate the number of pre-split
outstanding shares of ASyst at May 6, 1998; (ii) first effect a five for one
forward split of its outstanding common stock, and then effect the 500 for one
reverse split of its common stock, that together would have the net effect of
a 100 for one reverse split of the Company's outstanding common stock; and
(iv) to change its capitalization to 50,000,000 shares of common stock and
2,000,000 shares of preferred stock, all retroactive to May 6, 1998. This
action was taken because the administrative costs and expenses of purchasing
the fractional shares and distributing the funds required to be paid to
holders of fractional shares, estimated at $37,500, was approximately 10 times
the amount that the Company was actually required to pay to the holders of
fractional shares. The cost was determined to be prohibitive.
Following this action, in October, 2000, it was determined that the
Company was not authorized to take stockholder action without a meeting of
stockholders and by the consent of its stockholders in accordance with the
provisions of the Utah Revised Business Corporation Act, and that even if this
action had been properly authorized, the retroactive forward split would have
increased the outstanding securities of the Company to 249,997,050, which was
an amount that was far in excess of its authorized capital.
The Company then determined an inexpensive method of paying holders
of fractional shares in accordance with the resolutions of stockholders
adopted at the Company's special meeting of stockholders held on May 7, 1998,
and all action taken at that meeting was reinstated, with the result being
that the Company's current capitalization consists of 10,000,000 shares of
common stock, par value $0.001 per share, of which 449,107 shares are issued
and outstanding, held by approximately 688 stockholders; and 2,000,000 shares
of preferred stock, $0.001 par value per share, of which no shares are
outstanding.
In July, 2001, all fractional stockholders that resulted from the
500 for one reverse split effected on May 7, 1998, amounting to 2,730
stockholders, were paid $1.00 for each fractional share, and the number of
stockholders of the Company were reduced by that amount.
All of the foregoing is reflected retroactively in all annual and
quarterly financial statements of the Company and all computations contained
in this report.
For further information in this respect, see the Company's 10-SB
Registration Statement, as amended, Part I, Item 1, and its 10-KSB Annual
Report for the year ended July 31, 2000, Part I, Item 1, both of which have
been previously filed with the Securities and Exchange Commission and are
incorporated herein by reference. See Item 7.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10-KSB Annual Report for the year ended July 31, 2000.*
10-SB Registration Statement, as amended.*
*Incorporated by reference.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
ASYST CORPORATION
Date: 10/31/01 By/s/Bob Hall
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Bob Hall, Director
and President
Date: 10/31/01 By/s/Mike Vardakis
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Mike Vardakis, Director
and Secretary/Treasurer
Date: 10/31/01 By/s/Matthew C. Lords
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Matthew C. Lords, Director