United States 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 quarterly period April 30, 2003
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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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(Exact Name of Small Business Issuer as specified 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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Check whether the registrant 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
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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:
April 30, 2003
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 Financial Statements
April 30, 2003
Asyst Corporation
Condensed Balance Sheets
(Unaudited)
ASSETS
April 30,
2003
Current Assets $ 0
--------
Total Current Assets 0
TOTAL ASSETS $ 0
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 18,781
Shareholder loan 29,534
Bank overdraft balance 2,092
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Total Current Liabilities 50,407
Stockholders' Deficit
Common stock 449
Additional paid in capital 298,493
Accumulated deficit (353,048)
Income accumulated during the development
stage 3,699
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Total Stockholders' Deficit (50,407)
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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, April 30,
2003 2002
Revenues $ 0 $ 0
Operating expense 574 48
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Operating loss (574) (48)
Other Income or expense 0 0
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Net income (loss) $ (574) $ (48)
========= ==========
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
Development
For the Nine For the Nine Stage Period
Months Ended Months Ended Ended
April 30, April 30, April 30,
2003 2002 2003
Revenues $ 0 $ 0 $ 0
Operating expense 5,374 8,521 56,536
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Operating loss (5,374) (8,521) (56,536)
Realized gain on disposal
of investments 0 0 68,407
Interest expense 0 0 (7,650)
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Net income (loss) before taxes (5,374) (8,521) 4,221
Provision for taxes 0 437 522
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Net income (loss) (5,374) (8,958) 3,699
Other Comprehensive income(loss)
Unrealized holding loss during
period 0 0 (108,750)
Reclassification adjustment
for realized gain 0 0 (68,407)
--------- --------- ----------
Total comprehensive income
(loss) $ (5,374) $ (8,958) $ (173,458)
========= ========= ==========
Net Income (loss) per Share $ (0.01) $ (0.02) $ 0.01
========= ========= ==========
Weighted Average Number of
Shares Outstanding 449,072 449,072 407,117
========= ========= ==========
See accompanying notes
Asyst Corporation
Condensed Statements of Cash Flows
(Unaudited)
For the
Development
For the Nine For the Nine Stage Period
Months Ended Months Ended Ended
April 30, April 30, April 30,
2003 2002 2003
Cash Flows Used for Operating
Net Income (Loss) $ (5,374) $ (8,958) $ 3,699
Adjustments to reconcile net
loss to net cash used for
operating activities:
Gain on disposal of investments 0 0 (68,407)
Expenses paid by shareholder 0 0 18,291
Issued stock for expenses 0 0 10,750
Increase (decrease) in current
liabilities (1,777) 508 21,174
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Net Cash Flows from Operating
Activities (7,151) (8,450) (14,493)
Cash Flows From Financing
Activities:
Loans from shareholder 7,151 8,450 14,101
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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
April 30, 2003
PRELIMINARY NOTE
The accompanying condensed 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. These interim financial statements
include all adjustments, which in the opinion of management, are necessary in
order to make the financial statements not misleading. 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 Funding Agreement that the Company had with Michael Vardakis, Director and
Secretary/Treasurer, to pay these expenses, expired on June 30, 2002; however,
Mr. Vardakis has continued to advance these expenses for the Company, and
these advances are a liability of the Company to Mr. Vardakis. For more
information on the Funding Agreement, see the 10-SB/A-3 Registration Statement
of the Company, Exhibit 10.i, that was filed with the Securities and Exchange
Commission on September 13, 2001, as referenced in Part II, Item 6 of this
Report.
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, with
Arcavista Corporation, a Delaware corporation "Arcavista"), whereby the
Company tentatively agreed that it would exchange newly issued shares of its
common voting stock for all of the outstanding shares of Arcavista. This
Letter of Intent was terminated by Arcavista on April 15, 2003.
Item 3. Controls and Procedures.
The Company has no employees. Its executive officers have evaluated
the Company's 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 April 30,
2003.
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.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10-KSB Annual Report for the year ended July 31, 2002.*
10-SB/A-3 Registration Statement, as amended.*
10.i Funding Agreement
99.1 Section 906 Certification
*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: 6/16/03 By/s/Bob Hall
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Bob Hall
President and Director
Date: 6/16/03 By/s/Michael Vardakis
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Michael Vardakis
Secretary/Treasurer and Director
Date: 6/16/03 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: 6/16/03 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: 6/16/03 Signature:/s/Michael Vardakis
Michael Vardakis
Secretary/Tresurer