UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 27, 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 of incorporation)
(IRS Employer File Number) Identification No.)
43 WEST 33RD STREET, SUITE 405, NEW YORK, NEW YORK 10001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 695-3003
Asyst Corporation
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(C) under the Exchange
Act (17 CFR 240.13e-4(c))
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Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Not applicable.
Item 1.02 Termination of a Material Definitive Agreement.
Not applicable.
Item 1.03 Bankruptcy or Receivership.
Not applicable.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable.
Item 2.02 Results of Operations and Financial Condition.
Not applicable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Not applicable.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
Not applicable.
Item 2.05 Costs Associated with Exit or Disposal Activities.
Not applicable.
Item 2.06 Material Impairments.
Not applicable.
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard: Transfer of Listing.
Not applicable.
Item 3.02 Unregistered Sales of Equity Securities.
Not applicable.
Item 3.03 Material Modification to Rights of Security Holders.
Not applicable.
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Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
On May 27, 2004, we dismissed Mantyla McReynolds, LLC as our
independent accountants, and we engaged Meyler & Company, LLC as our independent
accountants.
The reports of Mantyla McReynolds, LLC on our financial statements for
the fiscal years ended July 31, 2002 and 2003 did not contain an adverse opinion
or a disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles, except that the accountant's
reports of Mantyla McReynolds, LLC on our financial statements for the fiscal
years ended July 31, 2002 and 2003 stated that we had reported no revenues from
operations and no assets, and that these factors raised substantial doubt about
our ability to continue as a going concern.
The decision to change accountants from Mantyla McReynolds, LLC to
Meyler & Company, LLC was approved by our board of directors and ratified by a
majority of our stockholders.
During our fiscal years ended July 31, 2002 and 2003 and the subsequent
interim period through May 27, 2004, the date of the dismissal of Mantyla
McReynolds, LLC, we did not have any disagreement with Mantyla McReynolds, LLC
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
During that time, there were no "reportable events" as set forth in
Item 304(a)(1)(i-v) of Regulation S-B adopted by the Securities and Exchange
Commission, except that the accountant's reports of Mantyla McReynolds, LLC on
our financial statements for the fiscal years ended July 31, 2002 and 2003
stated that we had reported no revenues from operations and no assets, and that
these factors raised substantial doubt about our ability to continue as a going
concern.
We engaged Meyler & Company, LLC on May 27, 2004. We had not consulted
Meyler & Company, LLC regarding any of the matters specified in Item 304(a)(2)
of Regulation S-B.
We have provided Mantyla McReynolds, LLC with a copy of this disclosure
prior to its filing with the Commission. As of the date of this report, Mantyla
McReynolds, LLC has not provided any response to this disclosure.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Not applicable.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Not applicable.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 15, 2004, stockholders holding 16,245,000 shares of our
common stock, which is a majority of the voting power of our company, took
action by written consent to, among other things, remove Philip Drachman as one
of our directors and appoint Dr. Mechael Kanovsky to fill the vacancy on the
board of directors. In addition, the board of directors and a majority of the
stockholders ratified the removal of Philip Drachman as our President and the
appointment of Dr. Mechael Kanovsky as our President.
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Dr. Kanovsky has extensive experience in designing and executing
molecular and biochemical experiments. He has vast experience in overseeing and
training college and post-graduate student and has a broad knowledge in sterile
cell culturing techniques.
Dr. Kanovky obtained his Ph.D in Molecular Biology from Mount Sinai
School of Medicine in New York in 1999. He worked as an Adjunct Instructor from
1988 to 1990 at Bar-Ilan University in Israel where he taught introductory
courses in molecular biology and oversaw the student labs. From 1999 through
2002, Dr. Kanovky worked as a research scientist with the Department of
Pathology at the Brooklyn VA Hospital and at State University of New York. While
there, he was responsible for designing and conducting experiments where the
main focus was to incorporate his knowledge obtained from protein modeling to
develop novel cancer therapeutics. Prior to associating with our company, Dr.
Kanovky was a consultant for Marantech Corp. in Rhode Island helping to develop
a cancer screening test, using a unique molecule called tetrasilver tetroxide.
We currently do not have an employment agreement with Dr. Kanovsky, but
we intend to enter into one in the near future.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
Not applicable.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
Not applicable.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On October 15, 2004, a majority of our stockholders and our board of
directors adopted our Code of Ethics. A copy of the Code of Ethics will be
attached as an exhibit to our annual report.
Section 6 - [Reserved]
Not applicable.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
Not applicable.
Section 8 - Other Events
Item 8.01 Other Events.
Not applicable.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Not applicable.
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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 hereunto duly authorized.
AMAZON BIOTECH, INC.
(Registrant)
Date: November 12, 2004 By: /s/ Angelo Chinnici, M.D.
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Angelo Chinnici, M.D.,
Chief Executive Officer
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