U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended October 31, 2002
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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, #250
Murray, Utah 84107
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(Address of Principal Executive Offices)
(801) 263-1661
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Issuer's Telephone Number
N/A
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Former name, former address and former fiscal year, if changed since last
report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Not applicable.
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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:
December 16, 2002
Common - 449,072 shares
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
October 31,
2002
Current Assets $ 0
--------
Total Current Assets 0
TOTAL ASSETS $ 0
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 22,226
Bank overdraft balance 2,043
Shareholder loan 23,032
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Total Current Liabilities 47,301
Stockholders' Deficit
Common stock 449
Additional paid in capital 298,493
Accumulated deficit (353,048)
Accumulated deficit 6,805
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Total Stockholders' Deficit (47,301)
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TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 0
========
See accompanying notes
Asyst Corporation
Condensed Statements of Operations
(Unaudited)
For the
Development
For the Three For the Three Stage Period
Months Ended Months Ended Ended
October 31, October 31, October 31,
2002 2001 2002
Revenues $ 0 $ 0 $ 0
Operating expense 2,269 2,230 53,952
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Operating loss (2,269) (2,230) (53,952)
Realized gain on disposal
of investments 0 0 68,407
Interest expense 0 0 (7,650)
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Net income (loss) (2,269) (2,230) 6,805
Other Comprehensive income(loss)
Unrealized holding loss during
period 0 0 (108,750)
Reclassification adjustment
for realized gain 0 0 (68,407)
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Total comprehensive income (loss) (2,269) (2,230) (170,352)
========= ========= ==========
Net Income (loss) per Share $ (0.01) $ (0.01) $ 0.02
========= ========= ==========
Weighted Average Number of
Shares Outstanding 449,072 449,072 402,227
========= ========= ==========
See accompanying notes
Asyst Corporation
Condensed Statements of Cash Flows
(Unaudited)
For the
Development
For the Three For the Three Stage Period
Months Ended Months Ended Ended
October 31, October 31, October 31,
2002 2001 2002
Cash Flows Used for Operating
Net Income (Loss) $ (2,269) $ (2,230) $ 6,805
Adjustments to reconcile net
loss to net cash used for
operating activities:
Gain on disposal of investments 0 0 (68,407)
Issued stock for expenses 0 0 10,750
Increase (decrease) in current
liabilities 1,619 (4,720) 42,860
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Net Cash Flows from Operating
Activities (650) (6,950) (7,992)
Cash Flows From Financing
Activities:
Loans from shareholder 650 6,950 7,600
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Net Increase (Decrease) in Cash 0 0 (392)
Beginning Cash Balance 0 0 392
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Ending Cash Balance $ 0 $ 0 $ 0
======== =========== ==========
Supplemental disclosure:
Cash paid for interest $ 0 $ 0 $ 0
Cash paid for income taxes $ 0 $ 0 $ 0
Securities exchanged for debt $ 0 $ 0 $ 75,000
See accompanying notes
Asyst Corporation
Notes to Condensed Financial Statements
October 31, 2002
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, 2002.
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, 2002 and 2001.
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. 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," to pay these expenses.
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 uncertain.
The Company signed a Letter of Intent on September 16, 2002, between
Asyst and Arcavista Corporation, a Delaware corporation "Arcavista"), whereby
the Company has tentatively agreed that it will exchange newly issued shares
of its common voting stock for all of the outstanding shares of Arcavista. At
the closing of a definitive agreement (no assurance can be given that this
reorganization will be completed because of substantial funding requirements
that are a condition precedent to the closing), Arcavista will become a
wholly-owned subsidiary of the Company. Arcavista is a developer of software
tools that enhance communications, commerce and information delivery.
Results of Operations.
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At October 31, 2002, the Company had $0 in assets and $47,301 in
liabilities. The Company had no revenues for the three months ended October
31, 2002 and 2001, with net losses of ($2,269) and ($2,230), respectively.
Liquidity.
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At October 31, 2002, the Company had no current assets, with total
current liabilities of $47,301. Total stockholder's deficit was ($47,301).
Item 3. Controls and Procedures.
We currently have no employees. We have evaluated our disclosure
controls and procedures and have concluded that these controls and procedures
are effective.
There are no significant changes in the internal controls or other
factors that could significantly affect these controls subsequent to October
31, 2002.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
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.
See the heading "Plan of Operation" of the caption "Management's
Discussions and Analysis or Plan of Operation" above for reference to the
Company's Letter of Intent with Arcavista. A minimum of $3,000,000 must be
raised through the sale of "restricted securities" of the Company at a price
of $1.00 per share as a condition precedent to the closing of this
reorganization, so no assurance that this reorganization will be completed can
be given. This Letter of Intent was referenced in Note 8 of the Company's
financial statements that accompanied its 10-KSB Annual Report for the fiscal
year ended July 31, 2002.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10-KSB Annual Report for the year ended July 31, 2002.*
10-SB Registration Statement, as amended.*
*Incorporated by reference.
(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ASYST CORPORATION
(Registrant)
Date: 12/16/02 By/s/Bob Hall
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Bob Hall
President and Director
Date: 12/16/02 By/s/Michael Vardakis
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Michael Vardakis
Secretary/Treasurer and Director
Date: 12/16/02 By/s/Matthew C. Lords
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Matthew C. Lords
Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bob Hall, President of Asyst Corporation (the "Registrant"), certify
that:
1. I have reviewed this Quarterly Report on Form 10-QSB of the
Registrant;
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
Quarterly Report;
4. The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
Quarterly Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's board of directors (or persons performing the
equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: December 16, 2002 Signature: /s/Bob Hall
Bob Hall
President
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Vardakis, Secretary/Treasurer of Asyst Corporation (the
"Registrant"), certify
that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Asyst
Corporation;
2. Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements, and other
financial information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
Quarterly Report;
4. The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
Quarterly Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's board of directors (or persons performing the
equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: December 16, 2002 Signature:/s/Michael Vardakis
Michael Vardakis
Secretary/Tresurer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Asyst Corporation (the
"Registrant") on Form 10-QSB for the period ending October 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Quarterly
Report"), We, Bob Hall, President and director and Michael Vardakis,
Secretary, Treasurer and director of the Registrant, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Quarterly Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Quarterly Report fairly presents,
in all material respects, the financial condition and result of operations of
the Registrant.
/s/Bob Hall
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Bob Hall
President
director
12/16/02
/s/Michael Vardakis
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Michael Vardakis
Secretary
Treasurer
Director
12/16/02