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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2004
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|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No.: 000-26753
AMAZON BIOTECH, INC.
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(Exact name of registrant as specified in its charter)
UTAH 87-0416131
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
43 WEST 33RD STREET, SUITE 405
NEW YORK, NY 10001
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(Address of principal executive offices)
Issuer's telephone number: (212) 695-3003
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ASYST CORPORATION
6170 SOUTH 380 WEST, #250
MURRAY, UTAH 84107
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(Former name, former address and former fiscal year,
if changed since last report)
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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 Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
As of March 15, 2004, 20,327,632 shares of our common stock were outstanding.
Transitional Small Business Disclosure Format: Yes |_| No |X|
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PART 1: FINANCIAL INFORMATION
ITEM 1 - CONDENSED FINANCIAL STATEMENTS
AMAZON BIOTECH, INC. (FKA ASYST CORPORATION)
Condensed Balance Sheets
(Unaudited)
ASSETS
Current Assets
Current assets $ 0
Total Current Assets 0
---------
TOTAL ASSETS $ 0
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 43,983
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Shareholder loan 30,979
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Bank overdraft balance 2,093
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Total Current Liabilities 77,055
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Stockholders' Deficit
Common stock 449
Additional paid in capital 298,493
Accumulated deficit (353,048)
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Income accumulated during the development stage (22,949)
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Total Stockholders' Deficit (77,055)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0
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See accompanying notes
AMAZON BIOTECH, INC. (FKA ASYST CORPORATION)
Condensed Statements of Operations
(Unaudited)
For the Three For the Three
Months Ended Months Ended
January 31, 2004 January 31, 2003
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Revenues $ 0 $ 0
Operating expense 7,803 2,531
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Operating loss (7,803) (2,531)
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Other income or expense 0 0
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Net income (loss) $ (7,803) $ (2,531)
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Net Income (loss) per Share $ (0.02) $ (0.01)
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Weighted Average Number of Shares Outstanding 449,072 449,072
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See accompanying notes
AMAZON BIOTECH, INC. (FKA ASYST CORPORATION)
Condensed Statements of Operations
(Unaudited)
For the
For the Six For the Six Development Stage
Months Ended Months Ended Period Through
January 31, 2004 January 31, 2003 January 31, 2004
---------------- ---------------- ----------------
Revenues $ 0 $ 0 $ 0
Operating expense 9,646 4,800 83,184
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Operating loss (9,646) (4,800) (83,184)
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Realized gain on disposal of investments 68,407
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Interest expense 0 0 (7,650)
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Net income (loss) before taxes (9,646) (4,800) (22,427)
Provision for taxes 0 0 522
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Net income (loss) (9,646) (4,800) (22,949)
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) $ (9,646) $ (4,800) $(200,106)
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Net Income (loss) per Share $ (0.02) $ (0.01) $ (0.06)
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Weighted Average Number of Shares Outstanding 449,072 449,072 412,208
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See accompanying notes
AMAZON BIOTECH, INC. (FKA ASYST CORPORATION)
Condensed Statements of Cash Flows
(Unaudited)
For the
For the Six For the Six Development Stage
Months Ended Months Ended Period Through
January 31, 2004 January 31, 2003 January 31, 2004
---------------- ---------------- ----------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (9,646) $ (4,800) $(22,949)
Adjustments to reconcile net loss to net cash
used for operating activities:
Gain on disposal of investments 0 0 (68,407)
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Issued stock for expenses 0 0 10,750
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Increase (decrease) in current liabilities 9,146 4,150 72,114
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Net Cash Flows from Operating Activities (500) (650) (8,492)
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Cash Flows From Financing Activities:
Loans from shareholder 500 650 8,100
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Net Increase (Decrease) in Cash 0 0 (392)
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Beginning Cash Balance 0 0 392
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Ending Cash Balance $ 0 $ 0 $ 0
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Supplemental disclosure:
Cash paid for interest $ 0 $ 0 $ 0
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Cash paid for income taxes $ 0 $ 0 $ 0
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Securities exchanged for debt $ 0 $ 0 $ 75,000
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See accompanying notes
AMAZON BIOTECH, INC. (FKA ASYST CORPORATION)
Notes to Condensed Financial Statements
January 31, 2004
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 U. S. 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
10-KSB for the year ended July 31, 2003.
SUBSEQUENT EVENT
On February 12, 2004, the Company effected a one for eight reverse split of its
outstanding common stock that decreased the outstanding shares of common stock
to 168,882.
On February 20, 2004, the Company acquired 100% of the outstanding common stock
of Amazon Biotech, Inc., a Delaware corporation, pursuant to a securities
purchase agreement and plan of reorganization. Under the plan of reorganization,
the Company issued 16,000,000 shares of its common stock to the stockholders of
Amazon Biotech in exchange for all of the outstanding shares of common stock of
Amazon Biotech. Pursuant to the plan of reorganization, 131,250 shares of Asyst
common stock were cancelled. Upon the completion of the reorganization, former
directors of Amazon Biotech, were appointed as directors of Asyst.
On March 10, 2004, Asyst amended its articles of incorporation to change its
name to "Amazon Biotech, Inc."
ITEM 2 - PLAN OF OPERATION.
The following discussion and analysis should be read in conjunction
with our unaudited condensed financial statements and related notes included in
this report. This report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The statements
contained in this report that are not historic in nature, particularly those
that utilize terminology such as "may," "will," "should," "expects,"
"anticipates," "estimates," "believes," or "plans" or comparable terminology are
forward-looking statements based on current expectations and assumptions.
Various risks and uncertainties could cause actual results to differ
materially from those expressed in forward-looking statements. All
forward-looking statements in this document are based on information currently
available to us as of the date of this report, and we assume no obligation to
update any forward-looking statements. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements.
GENERAL
OUR CORPORATE HISTORY
On February 20, 2004, Asyst Corporation acquired 100% of the
outstanding common stock of Amazon Biotech, Inc., a Delaware corporation
pursuant to a securities purchase agreement and plan of reorganization. Under
the plan of reorganization, Asyst issued 16,000,000 shares of its common stock
to the stockholders of Amazon Biotech in exchange for all of the outstanding
shares of common stock of Amazon Biotech. Pursuant to the plan of
reorganization, 131,250 shares of Asyst common stock were cancelled. Upon the
completion of the reorganization, Angelo Chinnici, M.D. and Philip Drachman, the
former directors of Amazon Biotech, were appointed as directors of Asyst.
On March 10, 2004, Asyst amended its articles of incorporation to
change its name to "Amazon Biotech, Inc."
PLAN OF OPERATION
Amazon Biotech is a newly established pharmaceutical company which owns
the rights to Abavca/AMZ 0026, a potential immunomodulator drug developed for
use in the treatment of the HIV virus. Amazon Biotech recently acquired the
rights to the Abavca/AMZ 0026 product line from Advanced Plant Pharmaceuticals,
Inc.
AMZ 0026 was developed by a group of scientists after more than 12
years of intense research. Many users of AMZ 0026 caplets have reported
increased CD4 and HGB counts as well as general improvements in energy levels,
weight gain, and overall well being. These results were borne out in an 18-month
clinical study, which included 30 test subjects who had depressed immune
systems.
Abavca/AMZ 0026 has been given an IND status and has been approved for
Phase I/II clinical studies by the FDA. Amazon Biotech intends to initiate Phase
II clinical studies of Abavca/AMZ 0026 within the next 12 months, with an
eventual goal of a joint venture with another pharmaceutical company to conduct
Phase III trials.
Amazon Biotech also owns the rights to a natural hair growth product
that contains proprietary herbal ingredients. Amazon Biotech intends to conduct
a small double blind study on this product within the next twelve months.
Amazon Biotech currently has limited working capital with which to
satisfy its cash requirements, and it will require significant additional
capital in order to fund the Phase I/II clinical studies of Abavca/AMZ. Amazon
anticipates that we will need approximately $4,000,000 in additional working
capital in order to sustain operations for the next 12 months. Amazon intends to
seek private equity financing in the first two quarters of 2004. Such financing
may not be available to Amazon, when and if needed, on acceptable terms or at
all.
In the event that Amazon is able to raise sufficient operating capital,
it intends to hire increase from four to six employees. It may also purchase
laboratory equipment with a portion of any capital proceeds.
We intend to retain any future earnings to retire debt, finance the
expansion of our business and any necessary capital expenditures, and for
general corporate purposes.
ITEM 3 - CONTROLS AND PROCEDURES
Our disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Our Chief Executive Officer and the Chief Financial Officer
have reviewed the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
within the last ninety days and have concluded that the disclosure controls and
procedures are effective to ensure that material information relating to
Excalibur and its consolidated subsidiaries is recorded, processed, summarized,
and reported in a timely manner. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the last day they were evaluated by our Chief Executive
Officer and Chief Financial Officer.
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES
(a) Effective February 12, 2004, the Company effected a one for eight
reverse split of its outstanding common stock that decreased the outstanding
securities to 168,882; as a result, the OTC Bulletin Board symbol of the Company
was changed to "ASYC."
On February 20, 2004, the Company acquired 100% of the outstanding
common stock of Amazon Biotech, Inc., a Delaware corporation pursuant to a
securities purchase agreement and plan of reorganization. Under the plan of
reorganization, the Company issued 16,000,000 shares of its common stock to the
stockholders of Amazon Biotech in exchange for all of the outstanding shares of
common stock of Amazon Biotech. Pursuant to the plan of reorganization, 131,250
shares of the Company's common stock were cancelled. Upon the completion of the
reorganization, Angelo Chinnici, M.D. and Philip Drachman, the former directors
of Amazon Biotech, were appointed as directors of the Company.
Effective March 10, 2004, the Company changed its name to Amazon
Biotech, Inc.; as a result the OTC Bulletin Board symbol of the Company was
changed to "AMZB.OB."
(b) None.
(c) None.
(d) None.
ITEM 3 - DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Item No.
Exhibit No. Description
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31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*
32.1 Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.*
32.2 Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.*
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* filed herewith
(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.
Amazon Biotech, INC.
March 24, 2004 /s/ Angelo Chinnici, M.D.
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Angelo Chinnici, M.D.
Chief Executive Officer
(Principal Executive Officer)
March 24, 2004 /s/Philip Drachman
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Philip Drachman
President
(Principal Financial Officer and Principal
Accounting Officer)