SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 20, 2004
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AMAZON BIOTECH, INC.
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(Exact name of registrant as specified in its charter)
Utah 0-26753 87-0416131
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
43 WEST 33RD STREET, NEW YORK, NEW YORK 10001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 695-3003
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ASYST CORPORATION
6170 South 380 west, #250, Murray, Utah 84107
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
See Item 2.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ACQUISITION OF AMAZON BIOTECH, INC. On February 20, 2004, Amazon Biotech,
Inc., a Utah corporation formerly known as 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, Amazon (Utah) issued 16,000,000 shares of its common
stock to the stockholders of Amazon (Delaware) in exchange for all of the
outstanding shares of common stock of Amazon (Delaware). Pursuant to the plan of
reorganization, 131,250 shares of Amazon (Utah) common stock were cancelled.
Upon the completion of the reorganization, Angelo Chinnici, M.D. and Philip
Drachman, the directors of Amazon (Delaware), were appointed as directors of
Amazon (Utah).
THE BUSINESS OF AMAZON BIOTECH
Amazon Biotech is a newly established pharmaceutical company currently
producing Abavca/AMZ 0026, a potential immunomodulator drug developed for use in
the treatment of the HIV virus, and a topical natural hair-growth product.
Amazon Biotech recently acquired the rights to the Abavca/AMZ 0026 product line
from Advanced Plant Pharmaceuticals, Inc Amazon Biotech intends to initiate
Phase II clinical studies of Abavca/AMZ 0026 in the near future, with an
eventual goal of a joint venture with another pharmaceutical company in Phase
III trials.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
CHANGE IN ADDRESS OF PRINCIPAL EXECUTIVE OFFICE. We have moved our
principal executive offices to the following address:
Amazon Biotech, Inc.
43 Wet 33rd Street
New York, NY 10001
(212) 695-3003
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
INDEPENDENT AUDITORS' REPORT F1
FINANCIAL STATEMENTS OF AMAZON BIOTECH, INC.
Balance Sheet F2
Statement of Operations F3
Statement of Cash Flows F4
Statement of Changes in Stockholders' Equity F5
NOTES TO FINANCIAL STATEMENTS F6-F7
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INDEPENDENT AUDITORS' REPORT
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To the Board of Directors of Amazon Biotech, Inc.
I have audited the accompanying balance sheet of Amazon Biotech, Inc. (A
Development Stage Company) as of January 31, 2004 and the related statements of
operations, changes in stockholders' deficit and cash flows for the period from
October 10, 2002 (Inception) through January 31, 2004. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Amazon Biotech, Inc. as of January
31, 2004, and the results of its operations and its cash flows for the period
from October 10, 2002 (Inception) through January 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Larry O'Donnell, CPA, P.C.
April 19, 2004
Aurora, Colorado
F1
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AMAZON BIOTECH, INC.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
Jan. 31
2004
--------
Current Assets: $ -0-
Plant, Property and Equipment: -0-
Other Assets:
Organization costs - net- -0-
Product rights 300
--------
TOTAL ASSETS $ 300
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities: $ -0-
Stockholders' Equity:
Common Stock: 20,000,000 shares
Authorized; $.0001 par value;
16,000,000 shares outstanding 1,600
Deficit accumulated during
The development stage
(1,300) --------
Total Stockholders' Equity 300
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 300
========
The accompanying notes are an integral part of the financial statements.
F2
AMAZON BIOTECH, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Periods as Noted
October 10, 2002
(Inception) to
January 31, 2004
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Revenues: $ -0-
--------------
Costs and Expenses:
General and Administrative 1,300
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Net (Loss) from Operations 1,300
Other Income (Expense) -0-
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Net (Loss) $ 1,300
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(Loss) per common share $ -0-
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Weighted Average
Shares Outstanding 16,000,000
==============
The accompanying notes are an integral part of the financial statements.
F3
AMAZON BIOTECH, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Periods as Noted
October 10, 2002
(Inception) to
January 31, 2004
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Cash Flows from Operating Activities
Net loss $ (1,300)
Adjustments to reconcile net loss to net cash
provided by operating activities
Common stock issued for services 1,300
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Net cash flows from operating activities $ -0-
Cash Flows from
Investing Activities -0-
Cash Flows from
Financing Activities -0-
Shareholder contribution -0-
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Net Increase (Decrease) -0-
Beginning Cash Balance -0-
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Cash Balance - End of Period $ -0-
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Supplemental disclosure of noncash investing and financing activities:
Common Stock issued
for Services $ 1,300
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Common Stock issued for product rights $ 300
==============
The accompanying notes are an integral part of the financial statements.
F4
AMAZON BIOTECH, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For
the Period October 10, 2002 (Inception)
to January 31, 2004
Common Stock Deficit
---------------------------------- Accumulated
Paid-in from
Shares Amount (Deficit) Inception
----------- -------- --------- -----------
Balances
October 10, 2002 -0- $ -0- $ -0- $ -0-
Common stock issued
For services 13,000,000 1,300
Common stock issued
For product rights 3,000,000 300
Net Income 1-31-04 -0- -0- -0- (1,300)
---------- -------- --------- ------------
Balance 1-31-04 16,000,000 1,600 -0- (1,300)
The accompanying notes are an integral part of the financial statements.
F5
AMAZON BIOTECH, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
January 31, 2004
NOTE 1: THE COMPANY
Organization and Nature of Operations- The financial statements presented are
those of Amazon Biotech, Inc., a Delaware corporation. The Company is a
development stage company with no operations. The Company has developed a
product called AMZ 0026, which has an FDA approved IND for Phase I/II clinical
studies for HIV/AIDS. The product was developed by a group of scientists after
more than 15 years of research and over $15 million investment. It is a whole
plant pharmaceutical product consisting of 11 plants. Its principal executive
offices are located at 43 West 33rd Street, New York, New York 10001. Amazon
Biotech, Inc. was initially incorporated in the state of Delaware on October 10,
2002 as Healthy Cholesterol, Inc. The Company changed its name to Amazon Biotech
on May 15, 2003.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts could differ from those estimates.
F6
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes - The Company provides for income taxes using the asset and
liability method as prescribed by Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes. Under the asset and liability method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amount of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
Statement of Cash Flows - For purposes of the statement of cash flows, the
Company considers all highly liquid instruments with an original maturity of
three months or less to be cash equivalents.
Comprehensive Income - The Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130 Reporting Comprehensive Income, effective April 1,
1998. SFAS No. 130 establishes standards for reporting comprehensive income and
its components (revenues, expenses, gains and losses). Components of
comprehensive income are net income and all other non-owner changes in equity.
SFAS No. 130 requires an enterprise to (a) classify items of other comprehensive
income by their nature in a financial statement, and (b) display the accumulated
balance of other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of a statement of financial
position. The Company has no items of comprehensive income at January 31, 2004.
NOTE 3: STOCKHOLDERS' EQUITY
Common Stock - 13,000,000 shares of common stock have been issued at $0.0001 in
exchange for services performed. 3,000,000 shares of common stock have been
issued at $0.0001 in exchange the rights to ABAVCA.
F7
(b) Pro Forma Financial Information.
Introduction to Unaudited Pro Forma Condensed Combined
Financial Information F8
Unaudited Pro forma Condensed Combined Balance Sheet
as of January 31, 2004 F9
Unaudited Pro forma Condensed Combined Statement of Operations
for the six months ended January 31, 2004 F10
AMAZON BIOTECH, INC.
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
The following Unaudited proforma condensed combined balance sheet as of January
31, 2004 and the Unaudited pro forma condensed combined statement of operations
for the six months ended January 31, 2004 are based on the historical financial
statements of Asyst Corporation (the "Company") and Amazon Biotech, Inc.
("Amazon") and give effect to the proforma adjustments described herein as
though the acquisition of Amazon dated February 20, 2004 had been consummated at
January 31, 2003 for the Unaudited condensed combined balance sheet and at
October 10, 2002 (Inception of Amazon) for the Unaudited condensed combined
statement of operations for the year ended January 31, 2004.
The Unaudited pro forma condensed combined financial statements should be read
in conjunction with the notes thereto and with the historical financial
statements of Asyst Corporation, as filed on March 24, 2004, on Form 10-QSB and
the historical financial statements of Amazon, included elsewhere herein. The
Unaudited pro forma combined financial statements are not necessarily indicative
of the Company's combined financial position or results of operations that would
have been achieved had the acquisition been consummated at January 31, 2003 for
the Unaudited condensed combined balance sheet, and at October 10, 2002 for the
Unaudited condensed combined statements of operations for the year ended January
31, 2004.
Since the stockholders of Amazon Biotech owned approximately 99% of the
outstanding voting shares of the Company after giving effect to the merger, and
since the Company was a development stage company with limited operations before
the merger, Amazon Biotech is deemed to be the acquirer for accounting purposes
(reverse acquisition), and the transaction will be reflected as a capital
transaction in substance, rather than a business combination.
The unaudited pro forma financial information reflects the Company's best
estimates; however, the actual amounts may differ from the pro forma amounts.
F8
AMAZON BIOTECH, INC.
(A Development Stage Company)
UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET
January 31, 2004
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Pro forma
Asyst Amazon Pro forma Balance
Corporation Bitech Inc Adjustments Sheet
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ASSETS
Current Assets: $ -0- $ -0- $ -0-
Plant, Property and Equipment: -0- -0- -0-
Other Assets:
Organization costs - net- -0- -0- -0-
Product righrs 300 300
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TOTAL ASSETS $ -0- $ 300 $ 300
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LIABILITIES
Current Liabilities:
Accounts payable $ 43,983 $ 43,983
Shareholder loan 30,979 30,979
Bank overdraft balance 2,093 2,093
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Total Current Liabilities 77,055 $ -0- $ 77,055
-------- ------ --------
Other Liabilities -0- -0- -0-
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TOTAL LIABILITIES 77,055 -0- $ 77,055
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STOCKHOLDERS' EQUITY
Common Stock 449 1,600 (445) 1,604
Additional Paid in Capital 298,493 (375,552) (77,059)
Deficit accumulated during
The development stage (375,997) (1,300) 375,997 (1,300)
--------- ------ ---------
Total Stockholders' Deficit (77,055) -0- (76,755)
--------- ------ ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ -0- $ 300 $ 300
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F9
AMAZON BIOTECH, INC.
(A Development Stage Company)
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
For the Year Ended January 31, 2004
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Amazon
Biotech, Inc.
Asyst From 10/20
Corporation 200
For the Six (Inception)
Months Ended Through Pro forma
January 31, January 31, Pro forma Statement of
2004 2004 Adjustments Operations
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Revenues: $ -0- $ -0- $ -0-
---------- ---------- ----------
Costs and Expenses:
General and Administrative 9,646 1,300 10,946
---------- ---------- ----------
Net (Loss) from Operations (9,646) (1,300) (10,946)
Other Income (Expense) -0- -0- -0-
---------- ---------- ----------
Net (Loss) $ (9,646) $ (1,300) $ (10,946)
========== ========== ==========
(Loss) per common share $ (0.00)
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Weighted Average
Shares Outstanding 16,037,632
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F10
(c) Exhibits.
2.1 Securities Purchase Agreement and Plan of Reorganization by and among
Asyst Corporation, Amazon Biotech, Inc., Silvestre Hutchinson, and the
stockholders of Amazon Biotech, Inc., dated as of February 20, 2004. (Previously
filed).
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
SIGNATURE
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 hereunto duly authorized.
ASYST CORPORATION
(Registrant)
Date: May 7, 2004 By: /s/ Angelo A. Chinnici
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Angelo A. Chinnici, Chief Executive Officer
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