Attached files
| file | filename |
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| EX-32 - EXHIBIT 32 - StemGen, Inc. | exhibit_32.htm |
| EX-31 - EXHIBIT 31 - StemGen, Inc. | exhibit_31.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-K
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(Mark
One)
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended June 30, 2010
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OR
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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AMASYS
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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54-1812385
|
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification No.)
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625
N. Washington Street, Suite 301
Alexandria, VA
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22314
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|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(703)
797-8111
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which registered
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None
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None
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Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, par value $0.01 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act. Yes No þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes No þ
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 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 þ
No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer
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Accelerated
filer
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||
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Non-accelerated
filer (Do not check if a smaller reporting company)
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Smaller
reporting company þ
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Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act). Yes þ
No
The
aggregate market value of the registrant's common stock held by non-affiliates
of the registrant on June 30, 2010, the last business day of the registrant's
most recently completed fiscal year was zero (based on the closing sales price
of the registrant's common stock on that date). As of August
12, 2010, 6,669,210 shares of the common stock of the registrant were
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
FORWARD-LOOKING STATEMENTS
This
report includes forward-looking statements with-in the meaning of
Section 27A of the Securities Act (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). We have based these statements on our beliefs and assumptions,
based on information currently available to us. These forward-looking statements
are subject to risks and uncertainties. Forward-looking statements include the
information concerning our possible or assumed future results of operations, our
total market opportunity and our business plans and objectives set forth under
the sections entitled "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Forward-looking
statements are not guarantees of performance. Our future results and
requirements may differ materially from those described in the forward-looking
statements. Many of the factors that will determine these results and
requirements are beyond our control. In addition to the risks and uncertainties
discussed in "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," investors should consider those discussed
under "Risk Factors" and, among others, the following:
We are a
non-operating company and are seeking a suitable transaction with a private
company; however we may not find a suitable candidate or
transaction. If we are unable to consummate a suitable transaction we
will be forced to liquidate and dissolve, which may take three years to complete
and may result in our distributing less cash, if any, to our
shareholders. Additionally, we will be spending cash during the
winding down of the Company and may not have enough cash to distribute to our
shareholders.
These
forward-looking statements speak only as of the date of this report. We do not
intend to update or revise any forward-looking statements to reflect changes in
our business anticipated results of our operations, strategy or planned capital
expenditures, or to reflect the occurrence of unanticipated events.
PART I
Item
1. Business.
Company
History
AMASYS
Corporation (“AMASYS” or the “Company”) was incorporated in Delaware in 1992,
and in 1996 received all remaining assets of Infotechnology, Inc. (“Infotech”),
a Delaware company, following the completion of Infotech’s Chapter 11 Bankruptcy
reorganization, in accordance with an Assignment and Assumption Agreement, dated
October 11, 1996, and effective as of June 21, 1996. As a result of a
series of transactions during the 1980’s, Infotech, then principally engaged in
the information and communications business, acquired equity interests in Comtex
News Network, Inc. (“Comtex”) and Analex Corporation (“Analex”), formerly known
as Hadron, Inc. Our business was the maintenance of our equity
interest in and note receivable from Comtex and equity interest in
Analex. During September and October 2006, we liquidated our equity
interests in Comtex and Analex.
On July
2, 2001, we filed the following reports with the Securities and Exchange
Commission (the “SEC”): Annual Report on Form 10-K for the year ended
June 30, 2000; the Quarterly Report on Form 10-Q for the quarter ended September
30, 2000; the Quarterly Report on Form 10-Q for the quarter ended December 31,
2000; and the Quarterly Report on Form 10-Q for the quarter ended March 31,
2001. Prior to these filings, we had not filed reports with the SEC
except for a Form 8-A, filed in October 1996, for registration of its common and
preferred shares of stock, and a Form 12B-25, filed in December 1996, in which
it disclosed that it was unable to file its Form 10-Q for the quarter ended
December 31, 1996 because of the difficulty associated with the preparation of
our initial financial statements as successor to Infotech. The Annual
Report on Form 10-K for the year ended June 30, 2002 was timely
filed. The Annual Report on Form 10-K for the year ended June 30,
2003 was filed on November 7, 2003. The Quarterly Report on Form
10-QSB for the quarter ended December 31, 2003 was filed on February 20, 2004
pursuant to a Form 12b-25 filed on February 17, 2004. The Annual
Report on Form 10-KSB for the year ended June 30, 2004 was filed on October 7,
2004 pursuant to a Form 12b-25 filed on September 27, 2004. The
Annual Report on Form 10-KSB for the year ended June 30, 2005 was filed on
September 28, 2005 and was amended on January 19, 2007 and March 22,
2007. The Annual Report on Form 10-KSB for the year ended June 30,
2006 was filed on October 9, 2007. The Annual Report on Form 10-KSB
for the year ended June 30, 2007 was filed on October 10, 2008. The Annual
Report on Form 10-K for the year ended June 30, 2008 was filed on November 10,
2008. The Annual Report on Form 10-K for the year ended June 30, 2009
was filed on September 28, 2009. All of our subsequent quarterly
reports through the March 31, 2010 reporting period have been filed with the
SEC.
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2 -
Overview
AMASYS is
the successor to Infotech, pursuant to Infotech’s bankruptcy
proceeding. Until September 25, 2006, AMASYS’ primary assets were its
equity interest in and note receivable (the “Note”) from Comtex and an equity
interest in Analex. AMASYS owned 16% of the outstanding equity of
Comtex, while the remainder was publicly owned.
On
September 25, 2006, we exchanged the equity investment in Comtex common stock
and the Note Receivable from Comtex of $856,954, for 55,209 shares of the AMASYS
Series A Preferred stock. We no longer have an equity interest in
either the common stock of Comtex or the Note from Comtex.
During
October 2006, we sold the remaining 21,000 shares of common stock of
publicly-held Analex, a defense contractor specializing in systems engineering
and developing innovative technical intelligence solutions in support of U.S.
national security. We no longer have an equity interest in
Analex.
Since we
redeemed and converted all of our outstanding Series A Preferred Stock at the
end of September 2006, starting October 1, 2006 we have not conducted any
business operations. All of our operating results and cash flows
reported in the accompanying financial statements from October 1, 2006 are
considered to be those related to development stage activities and represent the
'cumulative from entering developmental stage' amounts from its development
stage activities required to be reported pursuant to Financial Accounting
Standards Board Accounting Standards Codification (“ASC”) Topic 915 “Development
Stage Entities”.
Employees
We
use the services of two consultants, both of whom serve as officers of the
Company. We have no employees.
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3 -
Item
1A. Risk Factors
The
following important factors, and the important factors described elsewhere in
this report or in our other filings with the SEC, could affect (and in some
cases have affected) our results and could cause our results to be materially
different from estimates or expectations. Other risks and
uncertainties may also affect our results or operations
adversely. The following and these other risks could materially and
adversely affect our business, operations, results or financial
condition.
We
have a history of net losses and may never achieve or maintain
profitability.
We have a
history of incurring losses from operations. As of June 30, 2010, we had an
accumulated deficit of $625,129. We are currently funding our
operations through loans. Our ability to continue may prove more expensive than
we currently anticipate and we may incur significant additional costs and
expenses.
We
are a non-operating company seeking a suitable transaction and may not find a
suitable candidate or transaction
We are a
non-operating company. If we are unable to consummate a transaction
or become profitable we will be forced to liquidate and dissolve and may result
in our distributing less cash to our shareholders. Additionally, we
will be spending cash during the winding down and may not have enough cash to
distribute to our shareholders.
We
are currently funding our operations through loans
There is
no assurance we will or can continue to obtain such financing. We may
have to seek alternate financing which will likely dilute the existing
shareholders’ value.
We
will continue to incur claims, liabilities and expenses that will reduce the
amount available for distribution to stockholders.
Claims,
liabilities and expenses incurred while seeking a private company transaction or
any subsequent dissolution, such as legal, accounting and consulting fees and
miscellaneous office expenses, will reduce the amount of assets available for
future distribution to stockholders. If available cash and amounts received on
the sale of non-cash assets are not adequate to provide for our obligations,
liabilities, expenses and claims, we may not be able to distribute meaningful
cash, or any cash at all, to our stockholders.
We
will continue to incur the expenses of complying with public company reporting
requirements.
We have
an obligation to continue to comply with the applicable reporting requirements
of the Securities Exchange Act of 1934, as amended, even though compliance with
such reporting requirements is economically burdensome.
Our auditors have expressed a going
concern opinion .
Primarily
as a result of our recurring losses and our lack of liquidity, we received a
report from our independent auditors that includes an explanatory paragraph
describing the substantial uncertainty as to our ability to continue as a going
concern for the year ended June 30, 2010.
Any future
sale of a substantial number of shares of our common stock could depress the
trading price of our common stock.
Any sale
of a substantial number of shares of our common stock (or the prospect of sales)
may have the effect of depressing the trading price of our common stock. In
addition, these sales could lower our value.
Our stock price
is likely to be highly volatile because of several factors, including a limited
public float.
The
market price of our stock is likely to be highly volatile because there has been
no trading in the past and there may be relatively thin trading market for our
stock, which causes trades of small blocks of stock to have a significant impact
on our stock price. You may not be able to resell our common stock following
periods of volatility because of the market's adverse reaction to
volatility.
-
4 -
Other
factors that could cause such volatility may include, among other
things:
|
·
|
announcements
concerning our strategy;
|
|
·
|
litigation;
and
|
Because
our common stock is considered a "penny stock" any investment in our common
stock is considered to be a high-risk investment and is subject to restrictions
on marketability.
Our
common stock is currently listed on the Pink Sheets and is considered a "penny
stock." The Pink Sheets is generally regarded as a less efficient trading market
than the NASDAQ Capital Market.
The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from those rules, to deliver a standardized risk disclosure document prepared by
the SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. The broker-dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer and any salesperson in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for our common
stock.
Since our
common stock is subject to the regulations applicable to penny stocks, the
market liquidity for our common stock could be adversely affected because the
regulations on penny stocks could limit the ability of broker-dealers to sell
our common stock and thus your ability to sell our common stock in the secondary
market. There is no assurance our common stock will be quoted on
NASDAQ or the NYSE or listed on any exchange, even if eligible.
Item
1B. Unresolved Staff Comments
None.
Item
2. Properties.
We own no
real estate. We lease certain space from Comtex on a month-to-month
basis. Our corporate offices are located at 625 N. Washington Street,
Alexandria, Virginia.
Item
3. Legal Proceedings.
We have
no outstanding, material legal proceedings.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
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5 -
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
Public Market for Common
Stock
Our
common stock is quoted on the Pink Sheets under the symbol "AMAS.PK." Our
Common Stock, par value $.01 per share (“Common Stock”), has not traded since
its initial registration on Form 8-A with the SEC. There is no
established public trading market for the Common Stock.
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person’s account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person’s account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
Shareholders
The
approximate number of holders of record of our Common Stock as of August 12,
2010 was 474.
Dividends
We have
never declared or paid a cash dividend on its Common Stock and do not anticipate
the declaration or payment of cash dividends to shareholders in the foreseeable
future.
Equity Compensation
Plan Information
Set forth
below is certain information as of June 30, 2010 regarding equity compensation
to our directors and executive officers that has been approved by
stockholders.
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Number
of securities to be issued upon exercise of outstanding options and
rights
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Weighted
average
exercise
price
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Number
of securities remaining available for issuance under
plan
|
|
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Stock
Option Plan
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0
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$0.00
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0
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Total
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0
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$0.00
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0
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Recent
Sale of Unregistered Securities.
On May
24, 2007, we executed a $10,000 note with Private Capital Group, LLC, pursuant
to which Private Capital Group, LLC advanced us $10,000 at a rate of 10% per
annum. Additionally, we issued 1,000,000 shares of restricted common
stock and a warrant to issue an additional 1,000,000 shares of restricted common
stock at an exercise price of $0.01 per share as an inducement for Private
Capital Group, LLC to make the loan. Private Capital Group, LLC is
affiliated with World Mineral Corporation, which signed the Agreement and Plan
of Share Exchange by and among AMASYS Corporation, World Mineral Corporation and
the shareholders of World Mineral Corporation, dated September 26,
2006. During the year ended June 30, 2009, this agreement was
terminated.
Similarly, we entered into a $10,000
note and warrant agreement with the Company’s Chairman and Chief Executive
Officer, C.W. Gilluly, on the same terms as described
above.
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6 -
The
following selected financial data should be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our audited financial statements and the accompanying notes
included elsewhere in this Annual Report on Form 10-K.
|
Year
Ended June 30,
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|||||||||||||||||||||
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2010
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2009
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2008
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2007
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2006
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|||||||||||||||||
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Statement
of Operations Data:
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|||||||||||||||||||||
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Revenues
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$
|
--
|
|
$ |
--
|
$
|
--
|
$
|
--
|
$
|
--
|
||||||||||
|
Cost
of revenues
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||
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Gross
profit (loss)
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||
|
Other
income (expense)
|
(17,475)
|
(11,912)
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(3,430)
|
(317,618)
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491,417
|
||||||||||||||||
|
General
and administrative expense
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37,726
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99,850
|
44,756
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92,362
|
209,886
|
||||||||||||||||
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Net
income (loss)
|
$
|
(55,201)
|
|
$ |
(111,762)
|
$
|
(48,186)
|
$
|
(409,980)
|
$
|
281,531
|
||||||||||
|
Net
income (loss) per share:
|
|||||||||||||||||||||
|
Basic
|
$
|
(0.01)
|
|
$ |
(0.02)
|
$
|
(0.01)
|
$
|
(0.10)
|
$
|
0.08
|
||||||||||
|
Diluted
|
$
|
(0.01)
|
|
$ |
(0.02)
|
$
|
(0.01)
|
$
|
(0.10)
|
$
|
0.07
|
||||||||||
|
As
of June 30,
|
|||||||||||||||||||||
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2010
|
2009
|
2008
|
2007
|
2006
|
|||||||||||||||||
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Balance
Sheet Data:
|
|||||||||||||||||||||
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Cash
|
$
|
122
|
|
$ |
348
|
|
$ |
698
|
$
|
7,862
|
$
|
11,620
|
|||||||||
|
Total
assets
|
122
|
348
|
698
|
8,562
|
1,178,263
|
||||||||||||||||
|
Total
long-term liabilities
|
--
|
--
|
--
|
20,197
|
--
|
||||||||||||||||
|
Total
stockholders’ equity (deficit)
|
$
|
(241,392)
|
|
$ |
(186,191)
|
|
$ |
(74,429)
|
$
|
(26,243)
|
$
|
1,144,270
|
|||||||||
The
following discussion should be read in
conjunction with the Financial Statements and
notes thereto included in Item 8 of Part II of this Annual
Report on Form 10-K.
FORWARD-LOOKING
STATEMENTS
All
statements other than statements of historical fact included in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" which
follows, are forward-looking statements. Forward-looking
statements involve various important assumptions, risks, uncertainties and other
factors which could cause our actual results to
differ materially from those expressed in such
forward-looking statements. Forward-looking statements in this discussion can be
identified by words such as "anticipate," "believe," "could,"
"estimate," "expect," "plan," "intend," "may," "should" or the negative of these
terms or similar expressions. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, performance or achievement. Actual results could differ
materially from those contemplated by the forward-looking statements as a result
of certain factors including but not limited to, competitive factors and pricing
pressures, changes in legal and regulatory requirements, cancellation or
deferral of customer orders, technological change or difficulties, difficulties
in the timely development of
new products, difficulties in manufacturing,
commercialization and trade difficulties and general economic conditions as well
as the factors set forth in our public filings with the Securities
and Exchange Commission.
You are
cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date of
this Annual Report or the date of
any
document incorporated by reference, in
this Annual Report. We are under no
obligation, and expressly disclaim any obligation, to update
or alter any
forward-looking statements, whether as a
result of new information, future events or
otherwise.
For these
statements, we claim the protection of the safe harbor for forward-looking
statements contained in Section 21E of the Securities Exchange Act of
1934.
-
7 -
Critical Accounting
Policies
Our
financial statements were prepared in conformity with U.S. generally accepted
accounting principles. As such, management is required to make
certain estimates, judgments and assumptions that they believe are reasonable
based upon the information available. These estimates and assumptions
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of income and expense during the
periods presented. The significant accounting policies which
management believes are the most critical to aid in fully understanding and
evaluating our reported financial results include the following:
Derivatives
ASC Topic
815 establishes accounting and reporting standards for derivative instruments
and requires that all derivatives be recorded on the balance sheet at fair
value. Additionally, the accounting for changes in fair value depends
on whether the derivative instrument is designated and qualifies as part of a
hedging relationship and, if so, the nature of the hedging
activity. Changes in the fair value of derivatives that do not
qualify for hedge treatment are recognized currently in earnings.
Valuation
of Deferred Tax Assets
We
recognize deferred tax assets and liabilities based on the difference between
the financial statement and tax bases of assets and liabilities. We
regularly review our deferred tax assets for recoverability and establish a
valuation allowance based on historical taxable income, projected future taxable
income and the expected timing of the reversals of existing temporary
differences. Based upon the level of historical taxable income and
projections for future taxable income over the periods in which the net
operating loss carryforwards are available to reduce income taxes payable, we
have established a full valuation allowance against the deferred tax
assets.
Results of
Operations
Comparison
of the fiscal year ended June 30, 2010 to the fiscal year ended June 30,
2009
We had a
net loss of $55,201 for the year ended June 30, 2010 compared to a net loss of
$111,762 for the year ended June 30, 2009. The change is explained
below.
General and administrative
costs: G&A expenses decreased approximately $62,000 to $37,726
in fiscal year 2010 primarily due to a decrease in professional
fees.
Other income (expense)
: Other income (expense) increased $5,563 from other expense of
$11,912 in fiscal year 2009 to other expense of $17,475 in fiscal year 2010,
primarily due to the increased interest charges the Company has incurred while
borrowing funds from related parties as our sole source of funding.
Liquidity and Capital
Resources
We have
had minimal operating activity since commencing operations in 1996 and are now
relying on loans from related parties as funding sources since we can no longer
expect to meet our short-term obligations.
Net cash
used in operating activities was $30,226 and $75,350 in the years ended June 30,
2010 and 2009, respectively.
Net cash
from investing activities was $0 and $0 in the years ended June 30, 2010 and
2009, respectively.
Net cash
provided by financing activities as $30,000 and $75,000 in the years ended June
30, 2010 and 2009, respectively.
We
suffered recurring losses from operations and have an accumulated deficit of
$625,129 at June 30, 2010. Currently, we are a non-operating public
company. We seek suitable candidates for a business combination with a private
company. In the event we use all of our cash resources, C.W. Gilluly
has indicated the willingness to loan us funds at the prevailing market rate,
assuming we find a suitable candidate for a business combination, until such
business combination is consummated. Even though this is Mr.
Gilluly's current intention, he has made no firm commitment and it is at his
sole discretion whether or not to fund us. In the event Mr. Gilluly
does not fund us, we will not have the funds necessary to operate and will have
to dissolve.
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8 -
Going Concern
Uncertainties
As of the
date of this annual report, there is doubt regarding our ability to continue as
a going concern as we have not generated sufficient cash flow to fund our
business operations and loan commitments. Our future success and
viability, therefore, are dependent upon our ability to generate capital
financing. The failure to generate sufficient revenues or raise
additional capital may have a material and adverse effect upon the Company and
our shareholders.
As of
June 30, 2010, we have no contractual obligations.
Off-Balance
Sheet Arrangements
As of
June 30, 2010, we did not have any off-balance sheet arrangements as defined in
Item 303(a)(4)(ii) of Regulation S-K. No unaudited quarterly operating data is
included in this Form 10-K as we conducted no operations from entering
development stage through June 30, 2010.
Item
7A. Quantitative and Qualitative Disclosures about Market
Risk.
Market
risk represents the risk of loss arising from adverse changes in market rates
and foreign exchange rates. At June 30, 2010, we had outstanding notes payable
totaling $160,000 plus accrued interest to two related parties. The amount of
our outstanding debt at any time may fluctuate and we may from time to time be
subject to refinancing risk. A hypothetical 100 basis point increase in interest
rates would have a material effect on our annual interest expense, our results
of operations or financial condition as we rely on these notes to sustain our
operations. Since we do not have transactions in foreign currencies,
we do not consider it necessary to hedge against currency risk.
Financial Statements and
Supplementary Data.
INDEX
TO FINANCIAL STATEMENTS AND SCHEDULES
AMASYS
CORPORATION
(a
development stage company)
|
Report
of Independent Registered Public Accounting Firm.
|
10
|
|
Balance
Sheets as of June 30, 2010 and 2009.
|
11
|
|
Statements
of Operations for the years ended June 30, 2010 and 2009 and for the
period October 1, 2006 (date of entering development stage) through
June 30, 2010.
|
12
|
|
Statements
of Stockholders’ Equity (Deficit) for the years ended June 30, 2010 and
2009 and for the period October 1, 2006 (date of entering development
stage) through June 30, 2010.
|
13
|
|
Statements
of Cash Flows for the years ended June 30, 2010 and 2009 and for the
period October 1, 2006 (date of entering development stage) through June
30, 2010.
|
14
|
|
Notes
to Financial Statements.
|
15-20
|
-
9 -
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors and Shareholders
AMASYS
Corporation
We have
audited the accompanying balance sheets of AMASYS Corporation (a development
stage company) (the “Company”) as of June 30, 2010 and 2009 and the related
statements of operations, stockholders’ equity (deficit) and cash flows for each
of the years in the two year period ended June 30, 2010 and 2009 and for the
period October 1, 2006 through June 30, 2010. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits 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. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of AMASYS Corporation at June 30, 2010
and 2009, and the results of its operations and its cash flows for each of the
years in the two year period ended June 30, 2010 and for the period October 1,
2006 (date of entering development stage) through June 30, 2010, in conformity
with accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no business operations and has a net
working capital deficiency, both of which raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
TURNER,
STONE & COMPANY, L.L.P.
Dallas,
Texas
August
12, 2010
-
10 -
AMASYS
Corporation
(a
development stage company)
Balance
Sheets
|
June
30,
|
June
30,
|
|||||||
|
2010
|
2009
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$
|
122
|
$
|
348
|
||||
|
TOTAL
ASSETS
|
$
|
122
|
$
|
348
|
||||
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable and accrued expenses
|
$
|
24,000
|
$
|
17,500
|
||||
|
Accounts
payable, related parties
|
24,500
|
23,500
|
||||||
|
Notes
payable and accrued interest, related parties
|
193,014
|
145,539
|
||||||
|
TOTAL
CURRENT LIABILITIES
|
241,514
|
186,539
|
||||||
|
STOCKHOLDERS’
DEFICIT:
|
||||||||
|
Preferred
stock, $.01 par value, 1,000,000 shares authorized, no shares issued and
outstanding at June 30, 2010 and 2009, respectively
|
—
|
—
|
||||||
|
Common
stock, $.01 par value, 20,000,000 shares authorized, 6,669,210 shares
issued and outstanding at June 30, 2010 and 2009,
respectively
|
66,692
|
66,692
|
||||||
|
Additional
paid in capital
|
317,045
|
317,045
|
||||||
|
Accumulated
deficit (including $261,367 accumulated during development
stage)
|
(625,129)
|
(569,928)
|
||||||
|
Total
stockholders’ deficit
|
(241,392)
|
(186,191)
|
||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
122
|
$
|
348
|
||||
The
accompanying notes are an integral part of the financial
statements.
-
11 -
AMASYS
Corporation
(a
development stage company)
Statements
of Operations
|
Year
Ended
June
30,
|
Period
from October 1, 2006 (date of entering development stage) through June 30,
2010
|
|||||||||||
|
2010
|
2009
|
|||||||||||
|
REVENUES
|
$ | — | $ | — | $ | — | ||||||
|
COST
OF SALES
|
— | — | — | |||||||||
|
GROSS
PROFIT
|
— | — | — | |||||||||
|
OPERATING
EXPENSES
|
||||||||||||
|
General
and administrative expenses
|
37,726 | 99,850 | 220,946 | |||||||||
|
Total
operating expenses
|
37,726 | 99,850 | 220,946 | |||||||||
|
LOSS
FROM OPERATIONS
|
(37,726 | ) | (99,850 | ) | (220,946 | ) | ||||||
|
OTHER
INCOME (EXPENSE):
|
||||||||||||
|
Interest
expense
|
(17,475 | ) | (11,912 | ) | (33,155 | ) | ||||||
|
Stock
issued for loans
|
— | — | (20,000 | ) | ||||||||
|
Gain
on sale of investment
|
— | — | 12,734 | |||||||||
|
Total
other expense
|
(17,475 | ) | (11,912 | ) | (40,421 | ) | ||||||
|
LOSS
BEFORE PROVISION FOR INCOME TAXES
|
(55,201 | ) | (111,762 | ) | (261,367 | ) | ||||||
|
Provision
for income taxes
|
— | — | — | |||||||||
|
NET
LOSS APPLICABLE TO COMMON STOCKHOLDERS
|
$ | (55,201 | ) | $ | (111,762 | ) | $ | (261,367 | ) | |||
|
NET
LOSS PER SHARE OF COMMON STOCK
|
||||||||||||
|
EPS
– Basic and diluted
|
$ | (0.01 | ) | $ | (0.02 | ) | ||||||
|
WEIGHTED
AVERAGE SHARES OUTSTANDING—Basic and diluted
|
6,669,210 | 6,669,210 | ||||||||||
The
accompanying notes are an integral part of the financial
statements.
-
12 -
(a
development stage company)
Statements
of Stockholders' Equity (Deficit)
|
Preferred
Stock
|
Common
Stock
|
|||||||||||||||||||||||||||||||||||
|
Issued
Shares
|
Par
Value
|
Issued
Shares
|
Par
Value
|
Additional
Paid-In
Capital
|
Accumulated
Other Comprehensive Income
|
(Accumulated
Deficit) Retained Earnings
|
Accumulated
Deficit During Development Stage
|
Total
Stockholders’
Equity
(Deficit)
|
||||||||||||||||||||||||||||
|
Balance
– October 1, 2006
|
-- | $ | -- | -- | $ | -- | $ | 317,045 | $ | 37,773 | $ | (363,762 | ) | $ | -- | $ | 57,748 | |||||||||||||||||||
|
Recognition
of loss on sale of marketable equity securities
|
-- | -- | -- | -- | -- | (37,773 | ) | -- | -- | (37,773 | ) | |||||||||||||||||||||||||
|
Net
loss
|
-- | -- | -- | -- | -- | -- | -- | (46,218 | ) | (46,218 | ) | |||||||||||||||||||||||||
|
Comprehensive
loss
|
(83,991 | ) | ||||||||||||||||||||||||||||||||||
|
Balance
– June 30, 2007
|
-- | $ | -- | 6,669,210 | $ | 66,692 | $ | 317,045 | $ | -- | $ | (363,762 | ) | $ | (46,218 | ) | $ | (26,243 | ) | |||||||||||||||||
|
Net
loss
|
-- | -- | -- | -- | -- | -- | -- | (48,186 | ) | (48,186 | ) | |||||||||||||||||||||||||
|
Balance
– June 30, 2008
|
-- | $ | -- | 6,669,210 | $ | 66,692 | $ | 317,045 | $ | -- | $ | (363,762 | ) | $ | (94,404 | ) | $ | (74,429 | ) | |||||||||||||||||
|
Net
loss
|
-- | -- | -- | -- | -- | -- | -- | (111,762 | ) | (111,762 | ) | |||||||||||||||||||||||||
|
Balance
– June 30, 2009
|
-- | $ | -- | 6,669,210 | $ | 66,692 | $ | 317,045 | $ | -- | $ | (363,762 | ) | $ | (206,166 | ) | $ | (186,191 | ) | |||||||||||||||||
|
Net
Loss
|
(55,201 | ) | (55,201 | ) | ||||||||||||||||||||||||||||||||
|
Balance
– June 30, 2010
|
-- | $ | -- | 6,669,210 | $ | 66,692 | $ | 317,045 | $ | -- | $ | (363,762 | ) | $ | (261,367 | ) | $ | (241,392 | ) | |||||||||||||||||
The
accompanying notes are an integral part of the financial
statements.
-
13 -
AMASYS
Corporation
(a
development stage company)
Statements
of Cash Flows
|
Year
Ended
June
30,
|
Period
from October 1, 2006 (date of entering development stage) through June 30,
|
|||||||||||
|
2010
|
2009
|
2010 | ||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (55,201 | ) | $ | (111,762 | ) | $ | (261,367 | ) | |||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
|
Stock
issued for loans
|
— | — | 20,000 | |||||||||
|
Gain
on sale of short term investment
|
— | — | (12,734 | ) | ||||||||
|
Changes
in operating assets and liabilities:
|
||||||||||||
|
Accounts
payable, related parties
|
1,000 | 8,000 | 16,972 | |||||||||
|
Accounts
payable and accrued expenses
|
23,975 | 28,412 | 29,932 | |||||||||
|
Net
cash used in operating activities
|
(30,226 | ) | (75,350 | ) | (207,197 | ) | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Proceeds
from sale of short term investment
|
— | — | 40,570 | |||||||||
|
Net
cash provided by investing activities
|
— | — | 40,570 | |||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds
from issuance of common stock
|
— | — | 3,500 | |||||||||
|
Proceeds
from notes payable, related parties
|
30,000 | 75,000 | 160,000 | |||||||||
|
Net
cash provided by financing activities
|
30,000 | 75,000 | 163,500 | |||||||||
|
NET
DECREASE IN CASH
|
(226 | ) | (350 | ) | (3,127 | ) | ||||||
|
CASH
Beginning of period
|
348 | 698 | 3,249 | |||||||||
|
CASH
End of period
|
$ | 122 | $ | 348 | $ | 122 | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Cash
paid during the period for:
|
||||||||||||
|
Interest
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
|
Income
taxes
|
—
|
—
|
—
|
|||||||||
The
accompanying notes are an integral part of the financial
statements.
-
14 -
AMASYS
Corporation
Notes
to Financial Statements
Note
1 – ORGANIZATION AND BASIS OF PRESENTATION
AMASYS
Corporation (the “Company”, “We” or “Our”) was incorporated in Delaware in 1992,
and in 1996 received all of the remaining assets of Infotechnology, Inc.
(“Infotech”), a Delaware company, following the completion of Infotech’s Chapter
11 Bankruptcy reorganization, in accordance with an Assignment and Assumption
Agreement, dated October 11, 1996 and effective as of June 21,
1996.
Basis of Presentation and
Going Concern Uncertainty
Our
financial statements have been prepared assuming that we will continue as a
going concern. However, we have sustained losses and as of June 30,
2010, we have no business operations and have a net working capital
deficiency. These conditions, among others, give rise to substantial
doubt about our ability to continue as a going concern. Management is
continuing to seek additional equity capital to fund a merger or acquisition or
to purchase an ongoing business. Until such time, we anticipate our
working capital needs will be funded through notes from our major
stockholders. Management believes these steps will provide us with
adequate funds to sustain our continued existence. There is, however,
no assurance that the steps taken by management will meet all of our needs or
that we will continue as a going concern. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Development Stage
Activities
Since we
redeemed and converted all of our outstanding Series A Preferred Stock at the
end of September 2006, starting October 1, 2006 we have not conducted any
business operations. All of our operating results and cash flows reported in the
accompanying financial statements from October 1, 2006 through June 30, 2010 are
considered to be those related to development stage activities and represent the
'cumulative from inception' amounts from our development stage activities
required to be reported pursuant to Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) Topic 915, Development Stage
Entities.
Note
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of
estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Cash and cash
flows
The
Company maintains deposits in a financial institution. The Federal
Deposit Insurance Corporation provides coverage for interest
bearing and non interest bearing transaction accounts of up to
$250,000 through December 31, 2013. At June 30, 2010, none of the
Company’s cash was in excess of federally insured limits.
Concentrations
of Credit Risk
Our
financial instruments that are subject to credit risk consist primarily of cash.
Cash is maintained with a financial institution, which has a high credit
standing.
Short-Term
Investment
The
Analex common stock was fully liquidated during the first quarter of the year
ended June 30, 2007 and the proceeds used to fund continuing
operations. Under ASC Topic 320, Investments in Debt and Equity
Securities , the Company had classified its investment in Analex as an
“available-for-sale” security. As a result, the investment was
carried at fair value, with unrealized gains and losses, net of tax, reported as
a separate component of stockholders’ deficit. Realized gains and
losses on sales of securities were included in earnings using the specific
identification method.
During
the years ended June 30, 2010 and 2009, and for the period from October 1, 2006
through June 30, 2010, we reclassified unrealized gains to realized gains of
$-0-, $-0- and $12,734 respectively, on the available-for-sale security included
as a separate component of stockholders’ equity (deficit) due to the sale of
securities.
-
15 -
We
account for income taxes in accordance with ASC Topic 740, Income
Taxes. Under this standard, deferred tax liabilities and
assets are determined based on the difference between the financial statement
and tax bases of assets and liabilities using the enacted tax rates in effect
for the year in which the differences are expected to
reverse. Deferred tax assets are reduced by a valuation allowance
when we cannot make the determination that it is more likely than not that some
portion or all of the related tax asset will be realized.
Stock-Based
Compensation
Stock
based compensation is accounted for in accordance with ASC Topic 718, Stock
Compensation. The Company records as expense the fair value of
equity-based compensation, including stock options, over the applicable vesting
period.
Comprehensive
income (loss) is defined as the change in equity of a business enterprise during
a period from non-owner sources. Our comprehensive income (loss) included
unrealized gains (losses) on its short-term investment, as well as
reclassification adjustments resulting from gains on sales of short-term
investments that were realized and included in net income in the related
period. In accordance with ASC Topic 220, Comprehensive Income, these
gains had also been included in Other Comprehensive Income as unrealized holding
gains in the period in which they arose. These gains were, therefore,
deducted from Other Comprehensive Income to avoid including them
twice.
During
the years ended June 30, 2010 and 2009, and for the period from October 1, 2006
through June 30, 2010, we reclassified realized gains of $-0-, $-0- and $12,734,
respectively.
Earnings per
Share
Basic
earnings per share (“EPS”) is computed by dividing net loss available to common
stockholders by weighted average common shares outstanding. Diluted
EPS is computed similarly, except that it includes the assumed exercise of stock
options as long as the effect is not anti-dilutive. For the years
ended June 30, 2010 and 2009, the effect of the assumed exercise of the stock
options was anti-dilutive.
Subsequent
Events
In
preparing the financial statements, the Company has reviewed, as determined
necessary by the Company’s management, events that have occurred after June 30,
2010, up until the issuance of the financial statements, which occurred on
August 12, 2010.
Fair value of financial
instruments
In
accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the
Company calculates the fair value of its assets and liabilities which qualify as
financial instruments under this standard and includes this additional
information in the notes to the financial statements when the fair value is
different than the carrying value of those financial instruments. The estimated
fair value of cash, accounts payable and other accrued expenses approximate
their carrying amounts due to the nature and short maturity of these
instruments. The carrying value of the notes payable approximate their
fair value since they bear market rates of interest and other
terms.
Fair
value measurements
ASC
Topic 820, Fair Value
Measurements and Disclosures, defines fair value, establishes a framework
for measuring fair value in accordance with generally accepted accounting
principles, and requires certain disclosures about fair value measurements. In
general, fair values of financial instruments are based upon quoted market
prices, where available. If such quoted market prices are not available, fair
value is based upon internally developed models that primarily use, as inputs,
observable market-based parameters. Valuation adjustments may be made to ensure
that financial instruments are recorded at fair value. Any such valuation
adjustments are applied consistently over time. At this time, management
does not plan to adopt fair value accounting for nonfinancial assets or
liabilities.
-
16 -
In
June 2009, the Financial Accounting Standards Board (“FASB”) issued
authoritative guidance that establishes the FASB Accounting Standards
Codification (“ASC”) as the single source of authoritative U.S. GAAP to be
applied by nongovernmental entities and modifies the U.S. GAAP hierarchy to only
two levels: authoritative and non-authoritative. This guidance became effective
for interim periods and fiscal years ending after September 15, 2009. The
Company adopted the provisions of the guidance in the second quarter of fiscal
2010. The adoption did not have a material impact on the Company’s consolidated
financial statements.
During the year ended June 30, 2010,
there were several new accounting pronouncements issued by the FASB the most
recent of which was Accounting Standards Update 2010-21, Accounting for Technical Amendments
to Various SEC Rules and Schedules Amendments to SEC Paragraphs Pursuant to
Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and
Codification of Financial Reporting Policies (SEC Update). Each of
these pronouncements, as applicable, has been or will be adopted by the
Company. Management does not believe the adoption of any of these
accounting pronouncements has had or will have a material impact on the
Company’s financial statements.
During
the year ended June 30, 2007, we received $10,000 from Private Capital Group,
L.L.C., a shareholder of the Company. This note has an interest rate
of 10% per annum, is unsecured and had an original due date of December 31,
2007. The note was extended with the same terms and a due date of
December 31, 2010. As of June 30, 2010, accrued interest payable
totaled $3,102 and is due at maturity. Accrued interest is included
in the notes payable, related parties balance. As an inducement to
make the loan, we issued 1,000,000 shares of restricted common stock with a fair
market value of $10,000 (par value) and issued a warrant for an additional
1,000,000 shares of restricted common stock with an exercise price of $.01 per
share. The warrants were estimated to have no significant fair market
value.
During
the year ended June 30, 2007, we received $10,000 from Dr. C.W. Gilluly, our
Chairman of the Board, President and Chief Executive Officer. This
note has an interest rate of 10% per annum, is unsecured and had an original due
date of December 31, 2007. The note was extended with the same terms
and a due date of December 31, 2010. As of June 30, 2010, accrued
interest payable totaled $3,102 and is due at maturity. Accrued
interest is included in the notes payable, related parties
balance. As an inducement to make the loan, we issued 1,000,000
shares of restricted common stock with a fair market value of $10,000 (par
value) and issued a warrant for an additional 1,000,000 shares of restricted
common stock with an exercise price of $.01 per share. The warrants
were estimated to have no significant fair market value.
During
the year ended June 30, 2008, we received an additional $15,000 from Dr. C.W.
Gilluly, our Chairman of the Board, President and Chief Executive
Officer. This note has an interest rate of 12% per annum, is
unsecured and has a due date of December 31, 2009. The note was
extended with the same terms and a due date of December 31, 2010. As of June 30,
2010, accrued interest payable totaled $4,723 and is due at
maturity. Accrued interest is included in the notes payable, related
parties balance.
During
the year ended June 30, 2008, we received an additional $5,000 from Private
Capital Group, L.L.C., a shareholder of the Company. This note has an
interest rate of 12% per annum, is unsecured and has a due date of December 31,
2009. The note was extended with the same terms and a due date of
December 31, 2010. As of June 30, 2010, accrued interest payable
totaled $1,459 and is due at maturity. Accrued interest is included
in the notes payable, related parties balance.
During
the year ended June 30, 2008, we received an additional $15,000 from Dr. C.W.
Gilluly, our Chairman of the Board, President and Chief Executive
Officer. This note has an interest rate of 12% per annum, is
unsecured and has a due date of December 31, 2009. The note was
extended with the same terms and a due date of December 31, 2010. As
of June 30, 2010, accrued interest payable totaled $3,639 and is due at
maturity. Accrued interest is included in the notes payable, related
parties balance.
During
the year ended June 30, 2009, we received an additional $25,000 from Dr. C.W.
Gilluly, our Chairman of the Board, President and Chief Executive
Officer. This note has an interest rate of 12% per annum, is
unsecured and has a due date of December 31, 2009. The note was
extended with the same terms and a due date of December 31, 2010. As
of June 30, 2010, accrued interest payable totaled $5,365 and is due at
maturity. Accrued interest is included in the notes payable, related
parties balance.
During
the year ended June 30, 2009, we received an additional $40,000 from Dr. C.W.
Gilluly, our Chairman of the Board, President and Chief Executive
Officer. This note has an interest rate of 12% per annum, is
unsecured and has a due date of December 31, 2009. The note was
extended with the same terms and a due date of December 31, 2010. As
of June 30, 2010, accrued interest payable totaled $7,825 and is due at
maturity. Accrued interest is included in the notes payable, related
parties balance.
-
17 -
During
the year ended June 30, 2009, we received an additional $10,000 from Dr. C.W.
Gilluly, our Chairman of the Board, President and Chief Executive
Officer. This note has an interest rate of 12% per annum, is
unsecured and has a due date of December 31, 2009. The note was
extended with the same terms and a due date of December 31, 2010. As
of June 30, 2010, accrued interest payable totaled $1,525 and is due at
maturity. Accrued interest is included in the notes payable, related
parties balance.
During
the year ended June 30, 2010, we received an additional $15,000 from Dr. C.W.
Gilluly, our Chairman of the Board, President and Chief Executive
Officer. This note has an interest rate of 12% per annum, is
unsecured and has a due date of December 31, 2010. As of June 30,
2010, accrued interest payable totaled $1,475 and is due at
maturity. Accrued interest is included in the notes payable, related
parties balance.
During
the year ended June 30, 2010, we received an additional $5,000 from Dr. C.W.
Gilluly, our Chairman of the Board, President and Chief Executive
Officer. This note has an interest rate of 12% per annum, is
unsecured and has a due date of December 31, 2010. As of June 30,
2010, accrued interest payable totaled $403 and is due at
maturity. Accrued interest is included in the notes payable, related
parties balance.
During
the year ended June 30, 2010, we received an additional $5,000 from Dr. C.W.
Gilluly, our Chairman of the Board, President and Chief Executive
Officer. This note has an interest rate of 12% per annum, is
unsecured and has a due date of December 31, 2010. As of June 30,
2010, accrued interest payable totaled $260 and is due at
maturity. Accrued interest is included in the notes payable, related
parties balance.
During
the year ended June 30, 2010, we received an additional $5,000 from Dr. C.W.
Gilluly, our Chairman of the Board, President and Chief Executive
Officer. This note has an interest rate of 12% per annum, is
unsecured and has a due date of December 31, 2010. As of June 30,
2010, accrued interest payable totaled $136 and is due at
maturity. Accrued interest is included in the notes payable, related
parties balance.
The
following table reconciles the Company’s statutory tax rate to the effective tax
rate:
|
2010
|
2009
|
||||||||||
|
Tax
benefit (expense) at statutory rate
|
$
|
18,700
|
34%
|
$
|
38,000
|
34%
|
|||||
|
Reconciling
items:
|
|||||||||||
|
State
income taxes
|
2,200
|
4%
|
4,740
|
4%
|
|||||||
|
Expiration
of NOL’s and other
|
(2,131)
|
(4)%
|
(4,741)
|
(4)%
|
|||||||
|
V
aluation allowance
|
(18,769)
|
(34)%
|
(37,999)
|
(34)%
|
|||||||
|
Effective
tax rate
|
$
|
—
|
0%
|
$
|
—
|
0%
|
|||||
-
18 -
Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amount of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. Significant components of
deferred tax assets as of June 30, 2010 and 2009 are as follows:
|
June
30,
2010
|
June
30,
2009
|
|||||||
|
Deferred
tax assets:
|
||||||||
|
Net
operating losses carryforwards
|
$
|
435,667
|
$
|
416,898
|
||||
|
Total
deferred tax assets
|
435,667
|
416,898
|
||||||
|
Deferred
tax liabilities:
|
-0-
|
-0-
|
||||||
|
Total
deferred tax liabilities
|
-0-
|
-0-
|
||||||
|
Net
deferred tax asset
|
435,667
|
416,898
|
||||||
|
Valuation
allowance
|
(435,667)
|
(416,898)
|
||||||
|
Deferred
tax asset, net
|
$
|
—
|
$
|
—
|
||||
|
June
30,
|
||||||||
|
2010
|
2009
|
|||||||
|
Net
loss, per books
|
$
|
(55,201
|
)
|
$
|
(111,762
|
)
|
||
|
Income
subject to tax not recorded on the books:
|
||||||||
|
(Income)
expense recorded on the books not included on the return:
|
||||||||
|
Net
loss, per return
|
$
|
(55,201
|
)
|
$
|
(111,762
|
)
|
||
|
Income
tax expense, per return
|
$
|
- 0
-
|
$
|
- 0
-
|
||||
|
Available
net operating loss (NOL) carryover from prior tax years
|
1,226,172
|
1,114,410
|
||||||
|
NOL
generated
|
55,201
|
111,762
|
||||||
|
Total
NOL carryover to future years
|
1,281,373
|
1,226,172
|
||||||
|
NOL
expiring
|
-0-
|
-0-
|
||||||
|
NOL
available to future years
|
$
|
1,281,373
|
$
|
1,226,172
|
||||
In
assessing the realizability of deferred tax assets, management considers whether
it is more likely than not that some, or all, of the deferred tax asset will not
be realized. The ultimate realization of the deferred tax asset is
dependent upon the generation of future taxable income during the periods in
which the net operating loss carryforwards are available. Management
considers projected future taxable income, the scheduled reversal of deferred
tax liabilities and available tax planning strategies that can be implemented by
the Company in making this assessment. Based upon the level of
historical taxable income and projections for future taxable income over the
periods in which the net operating loss carryforwards are available to reduce
income taxes payable, management has established a valuation allowance such that
the net deferred tax asset is $0 as of June 30, 2010. The net change
in the valuation allowance during the year ended June 30, 2010 was an increase
of approximately $20,000, due primarily to the expiration of net operating loss
carryovers.
As of
June 30, 2010 we had net operating loss carryforwards for federal income tax
purposes of $1,281,373, which will expire through 2030. Utilization
of these net operating losses may be subject to limitations under IRC Section
382, in the event of significant changes in our stock ownership. To
the extent that we are able to utilize available tax loss carryforwards that
arose from operations in tax years prior to June 30, 1996, any benefit realized
will be credited to additional paid in capital.
In June
2006, FASB issued Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes-an Interpretation of FASB Statement No. 109" ("FIN 48") which
was codified as ASC Topic 740. ASC Topic 740 prescribes a recognition threshold
and measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax return. The
Company determined the adoption to have no effect on results of operations or
financial position at or for the year ended June 30, 2010 or 2009. The Company
will record any future penalties and tax related interest expense as a component
of provision for income taxes.
-
19 -
Note
5 – STOCKHOLDERS’ EQUITY
We had no
issuances of common stock or preferred stock during the years ended June 30,
2010 and 2009.
Note
6 – STOCK OPTIONS
We
adopted a Stock Option Plan (the “Plan”) under which 950,000 shares of common
stock were reserved for issuance upon exercise of granted stock
options. The Plan provided for grants of incentive stock options to
eligible employees, officers, and directors of the Company. Eligible
employees were defined as any persons regularly employed by the Company,
including key employees and consultants. In November 1996, 950,000
stock options were granted with an exercise price equal to fair value at the
date of grant. The term of the options granted under the Plan could
not exceed 10 years and the stock options granted were vested
immediately.
On
November 15, 2006, C.W. Gilluly, the president of the Company, exercised his
options to purchase 350,000 shares of common stock (out of a total of 900,000
options outstanding) and the Company issued 350,000 restricted shares to
him. The remaining 550,000 options expired on November 16,
2006.
There
were no stock options outstanding at June 30, 2010 and 2009.
Note
7 – STOCK WARRANTS
During
the year ended June 30, 2007, we issued two (2) warrants as part of an incentive
for two notes payable, related parties. The warrants are for the
purchase of 2,000,000 shares of restricted common stock at an exercise price of
$.01. The warrants have a fair market value of $-0- using the Black
Scholes method of calculation and the warrants expire in 2017. We
did not issue any warrants for the years ended June 30, 2010 and
2009.
Note
8 – COMMITMENTS AND CONTINGENCIES
We lease certain space on a
month-to-month basis for our corporate offices.
The
Company has issued notes payable to related parties which are due December 31,
2010. Notes payable, related parties and the related accrued interest
due at December 31, 2010 is $193,014.
Note
9 – SUBSEQUENT EVENTS
On July
27, 2010, we executed a $10,000 note with C.W. Gilluly, pursuant to which C.W.
Gilluly advanced us $10,000 at a rate of 12% per annum. Principal and
interest is due on or before December 31, 2010.
-
20 -
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not
Applicable.
Item
9A(T). Controls and Procedures.
(a) Evaluation of Disclosure Controls
and Procedures
The
Company’s management, with the participation of its President and Chief
Executive Officer, who is its principal executive officer, completed an
evaluation of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) as of the end of the period covered by this Form
10-K. Disclosure controls and procedures are designed to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the SEC rules and forms, and that such
information is accumulated and communicated to management, including the
President and Chief Executive Officer, as appropriate, to allow timely
decisions regarding required disclosures. Based on that evaluation,
the Company’s President and Chief Executive Officer concluded that the Company’s
disclosure controls and procedures, as of the end of the fiscal
year
covered by this Form 10-K, were effective.
(b)
Management’s Annual Report on Internal Control over Financial
Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act and for assessing the effectiveness of internal
control over financial reporting.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any evaluation of
effectiveness of internal control over financial reporting to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management
has assessed the effectiveness of the Company’s internal control over financial
reporting as of June 30, 2010. In making its assessment of internal
control over financial reporting, management used the criteria established in
Internal Control — Integrated Framework, issued by the Committee of
Sponsoring Organizations of the Treadway Commission. This assessment
included an evaluation of the design of the Company’s internal control over
financial reporting and testing of the operational effectiveness of those
controls. Based on the results of this assessment, management has
concluded that the Company’s internal control over financial reporting was
effective as of June 30, 2010.
This
Annual Report on Form 10-K does not include an attestation report of the
Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to rules
of the SEC that permit the Company to provide only management’s report in this
Annual Report on Form 10-K.
(c)
Changes in Internal Control over Financial Reporting
There
were no changes in the Company’s internal control over financial reporting that
occurred during the fourth quarter of the year ended June 30, 2010 that have
materially affected, or that are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
Item
9B. Other Information.
-
21 -
PART
III
Item
10. Directors, Executive Officers and Corporate
Governance.
Directors
The
following table contains information as of June 30, 2010 as to each Director of
the Company:
Director
|
Since
|
Age
|
Office Held
|
|
|
C.W.
Gilluly, Ed.D.
|
1992
|
64
|
Chairman
of the Board, President Chief Executive Officer and Chief Financial
Officer
|
|
Robert
J. Lynch, Jr. (1, 2)
|
1992
|
77
|
Director
|
|
Thomas
E. McMahan (1, 2)
|
1992
|
67
|
Director
|
|
(1)
|
Member
of the Audit Committee.
|
|
(2)
|
Member
of the Compensation Committee
|
C.W.
GILLULY, Ed.D. has served as Chairman of the Board, President and Chief
Executive Officer of the Company since June 1992. Dr. Gilluly served
as President of Comtex from June 1992 until May 1993, as Chief Executive Officer
from June 1992 until September 1997, as Chairman of the Board from June 1992
until December 2002, and as Vice-Chairman from December 2002 through June
2003. He continues to serve as a Director of Comtex and has served as
Chairman of the Board since February 2004. Dr. Gilluly served on the
Board of Directors of Analex until March 2003, where he was Chairman of the
Board from October 1994 until January 2001, and also served as Chief Executive
Officer from May 1993 through March 2000.
ROBERT J.
LYNCH, JR. is the President of American & Foreign Enterprises, Inc., a
private corporation managing U.S. and international investments in industrial
and real estate opportunities, for whom he has worked for thirty-seven years.
Mr. Lynch also serves as a Director of Comtex. Mr. Lynch has been
designated as the financial expert serving on the Audit Committee.
THOMAS E.
MCMAHAN is the founder of McMahan Associates, a private corporation that
provides strategic investment advice and counsel to the financial information
industry. From 1995 to 2000, Mr. McMahan served as senior vice
president for corporate development for MERGENT, INC., a $60 million diversified
financial information business. Mr. McMahan served as General Manager
of Shark Information Systems, a subsidiary of Infotechnology, Inc., in 1993 and
served as Vice President for Business Development of Infotechnology, Inc. in
1990. From 1972 though 1990, Mr. McMahan served in various capacities
at McGraw-Hill/Standard & Poor’s, including Senior Vice President and Chief
of Staff of Standard & Poor’s Trader Services from 1988 through
1990.
Executive
Officer
As
of June 30, 2010, the only executive officer of the Company who is not also a
Director of the Company is S. Amber Gordon, the Corporate Secretary of the
Company.
S. AMBER
GORDON (55) was appointed corporate secretary and treasurer of the company in
October 1996. Ms. Gordon also serves as the Corporate Secretary of
Comtex, a position she has held since May 1996. Ms. Gordon has been
the president of S.A. Gordon Enterprises, Inc., a financial relations and
marketing communications firm, since 1985. Ms. Gordon also served in
senior management positions, the most recent of which was Executive Vice
President of Analex, an information technology company serving the intelligence
community, from June 1991 through August 2000.
Certain
Legal Proceedings
No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
-
22 -
Section
16(a) Beneficial Ownership Reporting Compliance.
Section 16(a)
of the Exchange Act requires the Company's directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company's equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company's securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on the Company's review of the copies of the forms
received by it during the fiscal year ended June 30, 2009 and representations
that no other reports were required, the Company believes that no persons who,
at any time during such fiscal year, was a director, officer or beneficial owner
of more than 10% of the Company's common stock failed to comply with all
Section 16(a) filing requirements during such fiscal year.
Code
of Ethics
We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because we are not a member
of any exchange that would require such a code.
Nominating
Committee
We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.
Audit
Committee
Our Board
of Directors acts as our audit committee. Robert Lynch has been designated as
our qualified financial expert.
Item
11. Executive Compensation
Summary
Compensation Table
The
following table sets forth information concerning all compensation paid or
accrued by us to our President and Chief Executive Officer, during the fiscal
year ended June 30, 2010. Neither Dr. Gilluly nor any other officer
receives compensation in excess of $100,000 per year.
|
Annual
Compensation
|
Long-Term
Compensation
Awards
|
|||||
|
Name
and
Principal
Position
|
Fiscal
Year
|
Salary
|
Bonus
|
Stock
Options
Granted
|
All
Other
Compensation
|
|
|
C.W.
Gilluly (1), Chairman
|
2010
|
—
|
—
|
—
|
—
|
|
|
2009
2008
2007
|
—
—
$12,000
|
—
—
—
|
—
—
—
|
—
—
$487
|
||
|
(1)
|
Dr.
Gilluly did not receive any salary from 1992 through fiscal
2003. In 1996, he received a grant of stock options, described
below.
|
Stock
Option Grants
No stock
options were granted during the fiscal year ended June 30, 2010. In
accordance with the Company’s Stock Option Plan, Dr. Gilluly received a grant of
350,000 options in November 1996, at an exercise price of $0.01 per
share. On November 15, 2006, Dr. Gilluly exercised his options to
purchase 350,000 restricted shares (out of a total of 900,000 options) and the
Company issued 350,000 restricted shares to him. The remaining
550,000 options expired on November 16,
2006.
Options
Exercised and Year-End Option Values
The
following table sets forth certain information regarding the value of
unexercised options held by the named executive officer as of June 30,
2010.
-
23 -
Fiscal
Year-End Option Values (1)
|
Name
|
Shares
Acquired
upon
Exercise
of
Options
|
Value
Realized
From
Exercise
Of
Options
|
Number
of Shares
Underlying
Unexercised
Options
at June 30, 2007
Exercisable
Unexercisable
|
Value
of Unexercised
In-the-Money
Options
at
June 30, 2007
Exercisable
Unexercisable
|
|
C.W.
Gilluly
|
—
|
—
|
— —
|
$— $—
|
|
(1)
|
As
there has been no trading in the Company’s stock since its formation, the
Company determined that the market value of its common stock approximates
its exercise price of $.01; however, there can be no assurance that this
is an accurate reflection of the market
value.
|
Stock
Option Plan
The
Company’s Stock Option Plan was approved pursuant to the Confirmation of the
Third Amended Plan of Reorganization of Infotech on June 21, 1994 and was
effective as of the Effective Date of the Plan, on June 21, 1996. The
Plan provided for the issuance of incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, and non-qualified
stock options in order to recruit and retain key employees, consultants and
Directors. The Plan expired on November 16, 2006.
Compensation
of Directors
The
Company pays non-employee members of the Board $1,000 per quarter, $500 per
board meeting, and $250 per audit committee meeting, plus travel expenses
incurred in connection with attendance at Board meetings. During
fiscal year 2010, each of the Company’s non-employee Directors received
compensation as shown below for services rendered to the Company.
Director
Compensation
|
Name
|
Fees
earned or paid in cash
($) (1)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive plan compensation ($)
|
Nonqualified
deferred compensation earnings
($)
|
All
other compensation ($)
|
Total
($)
|
|
$ 500
|
--
|
--
|
---
|
---
|
---
|
$ 500
|
|
|
Thomas
E. McMahan
|
$ 500
|
--
|
--
|
---
|
---
|
---
|
$ 500
|
( 1) Fees
earned or paid in cash represents annual fees, annual retainer and committee
fees paid to Directors.
Employment
Agreements
We have
no employment agreements.
Compensation
Committee Report on Executive Compensation
Compensation
for the President and Chief Executive Officer
The
Committee reports that during the fiscal year ended June 30, 2010, Dr. Gilluly
received payment of $-0- as compensation for his services as President and Chief
Executive Officer and Chief Financial Officer of the Company.
Submitted
by the Compensation Committee
Robert J.
Lynch, Jr.
Thomas E.
McMahan
-
24 -
Compensation
Committee Interlocks and Insider Participation
None
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
The
following table sets forth information as of August 12, 2009, regarding the
beneficial ownership of the Company’s Common Stock of (i) each person known to
the Company to be the beneficial owner, within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), of more
than 5% of the outstanding shares of Common Stock, (ii) each Director of the
Company, (iii) each executive officer of the Company named in the Summary
Compensation Table (see “Executive Compensation”) and (iv) all executive
officers and Directors of the Company as a group. Unless otherwise
indicated, the address of each named beneficial owner is c/o AMASYS Corp., 625
North Washington Street, Suite 301, Alexandria, Virginia
22314. Except to the extent indicated in the footnotes, each of the
beneficial owners named below has sole voting and investment power with respect
to the shares listed.
|
Name
and Address of
Beneficial
Owner
|
Amount
and Nature of
Beneficial
Ownership
|
Percentage
of
Class (1)
|
|
Tepco
Ltd.
The
Continental Building
25
Church Street,
Hamilton
HM 12, Bermuda
|
2,069,080
|
31.02%
|
|
Private
Capital Group, LLC
Two
Grand Central Tower
140
E. 45 th Street,
Suite 15C
New
York, NY 10017
|
2,000,000
|
29.98
|
|
C.W.
Gilluly, Chairman and CEO
|
2,427,048
|
36.39
|
|
Robert
J. Lynch, Jr., Director
|
6,245
(2)
|
*
|
|
Thomas
E. McMahan, Director
|
27,043
|
*
|
|
All
Directors and Executive Officers as a group (4 persons)
|
2,460,991
|
36.90
|
* Less
than 1%
|
(1)
|
Beneficial
ownership is direct unless otherwise indicated and includes warrants that
are exercisable within 60 days. The percentage of beneficial
ownership of all Directors and executive officers as a group is based on
the sum of the total number of shares outstanding and all outstanding
warrants held by Directors and executive officers that are exercisable
within 60 days.
|
|
Includes
245 shares held by Mr. Lynch’s
wife.
|
Item
13. Certain Relationships and Related Transactions, and Director
Independence.
Dr.
Gilluly serves as our Chairman of the Board, Chief Executive Officer and Chief
Financial Officer. Dr. Gilluly also serves as Chairman of the Board
of Directors of Comtex. Mr. Lynch, a Director of the Company, also
serves as a Director of Comtex.
Item
14. Principal Accountant Fees and Services
Audit
Fees
During
the fiscal year ended June 30, 2010 and 2009, we paid our principal accountant
approximately $17,090 and $42,950, respectively for auditing services they
performed throughout those years.
-
25 -
During
2010, our principal accountant did not render services to us for tax compliance,
tax advice or tax planning.
All
Other Fees
During
2010, there were no fees billed for products and services provided by the
principal accountant other than those set forth above.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of
Independent Auditors
Consistent
with SEC policies regarding auditor independence, the Audit Committee has
responsibility for appointing, setting compensation and overseeing the work of
the independent auditor. In recognition of this responsibility, the
Audit Committee has established a policy to pre-approve all audit and
permissible non-audit services provided by the independent auditor.
1. Audit
services include audit work performed of financial statements, as well as work
that generally only the independent auditor can reasonably be expected to
provide, including statutory audits, and attest services and consultation
regarding financial accounting and/or reporting standards.
2. Audit-Related
services are for assurance and related services that are reasonably related to
the audit or review of our financial statements.
3. Tax
services include all services performed by the independent auditor’s tax
personnel except those services specifically related to the audit of the
financial statements, and includes fees in the areas of tax compliance, tax
planning, and tax advice.
4. Other Fees
are those associated with products or services not captured in the other
categories.
-
26 -
PART
IV
Item
15. Exhibits and Financial Statement Schedules.
|
(a)
|
The
following documents are filed as a part of this
Report:
|
|
1.
|
Financial
Statements. The following financial statements of
AMASYS Corporation are included in
Item 8:
|
Report of
Independent Registered Public Accounting Firm.
Balance
Sheets as of June 30, 2010 and 2009.
Statements
of Operations for the year ended June 30, 2010, for the year ended June 30, 2009
and for the period October 1, 2006 (date of entering Development Stage) through
June 30, 2010.
Statements
of Stockholders’ Equity (Deficit) for the year ended June 30, 2010, for the year
ended June 30, 2009 and for the period October 1, 2006 (date of entering
Development Stage) through June 30, 2010.
Statements
of Cash Flows for the year ended June 30, 2010, for the year ended June 30, 2009
and for the period October 1,2006 (date of entering Development Stage) through
June 30, 2010.
Notes to
Financial Statements.
|
2.
|
Financial
Statement Schedule(s):
|
All
schedules are omitted for the reason that the information is included in the
financial statements or the notes thereto or that they are not required or are
not applicable.
-
27 -
|
3.
|
Exhibits:
|
|
Number
|
Description
|
|
1.1
|
Specimen
certificate for the Common Stock, $.01 par value, of the Registrant
(incorporated by reference to the Company’s Form 8-A filed on October 15,
1996).
|
|
2.1
|
Third
Joint Chapter 11 Plan of Reorganization for Infotechnology, Inc. dated
March 30, 1994, as confirmed by the Bankruptcy Court (incorporated by
reference to the Company’s Form 8-A filed on October 15,
1996).
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2.2
|
Order
Confirming Third Joint Plan of Reorganization dated as of June 23, 1994 of
Infotechnology, Inc. and Questech Capital Corporation (incorporated by
reference to the Company’s Form 8-A filed on October 15,
1996).
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2.3
|
Assignment
and Assumption Agreement between the Company and Infotechnology, Inc.
(incorporated by reference to the Company’s Form 8-A filed on October 15,
1996).
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3.1
|
Restated
Certificate of Incorporation of AMASYS Corporation (incorporated by
reference to the Company’s Form 8-A filed on October 15,
1996).
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3.2
|
Bylaws
of AMASYS Corporation (incorporated by reference to the Company’s Form 8-A
filed on October 15, 1996).
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10.1
|
AMASYS
Corporation Stock Option Plan (incorporated by reference to the Company’s
Form 10-K, for the year ended June 30, 2000, filed on July 2,
2001).
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10.2
|
Second
Amendment to Amended, Consolidated and Restated 10% Senior Subordinated
Secured Note between the Company and Comtex News Network, Inc.
(incorporated by reference to the Company’s Form 10-K, for the year ended
June 30, 2001, filed on September 28, 2001).
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|
10.3
|
Payment
and Release Agreement between the Company and the Pension benefit Guaranty
Corporation dated February 1, 2002. (incorporated by reference to the
Company’s Form 10-Q, for the quarter ended December 31, 2001, filed on
February 13, 2002).
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10.4
|
Note
between the Company and C.W. Gilluly dated December 21, 2001.
(incorporated by reference to the Company’s Form 10-Q, for the quarter
ended December 31, 2001, filed on February 13, 2002).
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|
10.5
|
Note
between the Company and C.W. Gilluly dated February 12, 2002.
(incorporated by reference to the Company’s Form 8-K filed on February 20,
2002).
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|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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28 -
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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AMASYS
CORPORATION
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|
|
Date:
August 12, 2010
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|
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By
: /s/ C.W. GILLULY
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|
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C.W.
Gilluly
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|
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President,
Chief Executive Officer and Chief
Financial Officer
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|
Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
DIRECTORS:
Signature
Title
Date
/s/ C.W. Gilluly
Chairman August
12, 2010
C.W.
Gilluly,
Ed.D. and Director
/s/ Robert J. Lynch,
Jr.
Director August
12, 2010
Robert J.
Lynch, Jr.
/s/ Thomas E. McMahan
Director August
12, 2010
Thomas E.
McMahan
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29 -