StemGen, Inc. - Annual Report: 2009 (Form 10-K)

form10-k.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended June 30, 2009
	OR
	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

AMASYS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	54-1812385
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
625 N. Washington Street, Suite 301 Alexandria, VA	22314
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(703) 797-8111

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Name of each exchange on which registered
None	None

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):


	Large accelerated filer 	Accelerated filer 

	Non-accelerated filer  (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes þ No 

The Company knows of no trading in its Common Stock since its inception. As of September 28, 2009, there were 1,775,880 shares of stock held by non-affiliates. As of September 28, 2009, 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. All of our subsequent quarterly reports through the March 31, 2009 reporting period have been filed with the SEC.

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 Statements of Financial Accounting Standards (SFAS) No. 7, “Development Stage Enterprises”.

Employees

We use the services of two consultants, both of whom serve as officers of the Company. We have no employees.

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, 2009, we had an accumulated deficit of $569,928. 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, 2009.

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.

Other factors that could cause such volatility may include, among other things:

·	announcements concerning our strategy;

·	litigation; and

·	general market conditions.

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.

PART II

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 September 28, 2009 was 473.

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

In accordance with our 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 we issued 350,000 restricted shares to him. The remaining 550,000 options expired on November 16, 2006.

Set forth below is certain information as of June 30, 2009 regarding equity compensation to our directors and executive officers that has been approved by stockholders.

Equity compensation plans approved by stockholders	Number of securities to be issued upon exercise of outstanding options and rights	Weighted average exercise price	Number of securities remaining available for issuance under plan
Stock Option Plan	0	$0.00	0

Total	0	$0.00	0

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.

Item 6. Selected Financial Data.

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,
	2009				2008				2007		2006		2005

Statement of Operations Data:
Revenues	$		--	$		--		$		--	$	--	$	--
Cost of revenues			--			--				--		--		--
Gross profit (loss)			--			--				--		--		--
Other income (expense)			(11,912)			(3,430)				(317,618)		491,417		356,204
General and administrative expense			99,850			44,756				92,362		209,886		180,838

Net income (loss)	$		(111,762)	$		(48,186)		$		(409,980)	$	281,531	$	175,366

Net income (loss) per share:
Basic	$		(0.02)	$		(0.01)		$		(0.10)	$	0.08	$	0.04
Diluted	$		(0.02)	$		(0.01)		$		(0.10)	$	0.07	$	0.04

	As of June 30,
	2009				2008				2007		2006		2005
Balance Sheet Data:
Cash	$	348		$		698	$			7,862	$	11,620	$	1,024
Total assets		348				698				8,562		1,178,263		1,007,121
Total long-term liabilities		--				--				20,197		--		--
Total stockholders’ equity (deficit)	$	(186,191)		$		(74,429)	$			(26,243)	$	1,144,270	$	1,003,440

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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.

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

SFAS 133 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.

We had a Note from Comtex and in August 2001, the Note was amended to include a provision that allows us to convert all or a portion of the outstanding principal amount, plus accrued interest, into common stock of Comtex. In accordance with SFAS 133, we accounted for this conversion option as an embedded derivative. As a result, the conversion option was being carried at fair value determined using a Black-Scholes model with changes in the fair value being recognized currently in earnings. As previously reported, on September 25, 2006, we exchanged the Note for shares of the AMASYS Series A Preferred stock. Therefore, at the date of the exchange, the balance of the derivative asset was $-0- and we recognized other expense of $419,907 due to the decrease in value of this derivative.

Investment in Comtex

As previously reported, on September 25, 2006, the Company exchanged the equity investment in Comtex common for shares of the AMASYS Series A Preferred stock. Therefore, we no longer have an equity interest in the common stock of Comtex. At June 30, 2006, we had a 16% ownership interest in Comtex. Since we had the ability to significantly influence the operations of Comtex, we accounted for our investment in Comtex under the equity method of accounting. We could significantly influence the operations of Comtex since (i) if we converted our note receivable-related party into shares of Comtex, we would have had a 21% ownership interest in Comtex, (ii) the Company as well as our Chairman and CEO were Comtex’s largest individual shareholders, (iii) the Company and our Chairman and CEO had a combined ownership interest in Comtex of 36%, and (iv) our Chairman is the Chairman of the Board of Comtex. During the year ended June 30, 2007, we recognized income of $9,127 for our share of Comtex income and during the year ended June 30, 2006, we recognized losses of $71,934 for our share of Comtex losses.

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, 2009 to the fiscal year ended June 30, 2008

We had a net loss of $111,762 for the year ended June 30, 2009 compared to a net loss of $48,186 for the year ended June 30, 2008. The change is explained below.

Selling, general and administrative costs: SG&A expenses increased approximately $55,000 to $99,850 in fiscal year 2009 primarily due to an increase in professional fees.

Other income (expense) : Other income (expense) increased $8,482 from other expense of $3,430 in fiscal year 2008 to other expense of $11,912 in fiscal year 2009, 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 $75,350 and $42,164 in the years ended June 30, 2009 and 2008, respectively.

Net cash from investing activities was $0 and $0 in the years ended June 30, 2009 and 2008, respectively.

Net cash provided by financing activities as $75,000 and $35,000 in the years ended June 30, 2009 and 2008, respectively.

We suffered recurring losses from operations and have an accumulated deficit of $569,928 at June 30, 2009. 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.

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.

Commitments and Contractual Obligations

As of June 30, 2009, we have no contractual obligations. On September 26, 2006, AMASYS signed an agreement to acquire all of the shares of common stock of World Mineral Corporation, a Nevada corporation (WMC) from WMC shareholders in exchange for an aggregate of 14,775,000 newly issued shares of AMASYS common stock. WMC is managed by Private Capital Group, L.L.C., a significant shareholder of the Company. During the year ended June 30, 2009, this agreement was terminated.

Off-Balance Sheet Arrangements

As of June 30, 2009, 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, 2009.

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, 2009, we had outstanding notes payable totaling $130,000 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 relay 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.

Item 8.

Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

AMASYS CORPORATION

(a development stage company)

Report of Independent Registered Public Accounting Firm.	12

Balance Sheets as of June 30, 2009 and 2008.	13

Statements of Operations for the years ended June 30, 2009 and 2008 and for the period October 1, 2006 (date of entering development stage) through June 30, 2009.	14

Statements of Stockholders’ Equity (Deficit) for the years ended June 30, 2009 and 2008 and for the period October 1, 2006 (date of entering development stage) through June 30, 2009.	15

Statements of Cash Flows for the years ended June 30, 2009 and 2008 and for the period October 1, 2006 (date of entering development stage) through June 30, 2009.	16

Notes to Financial Statements.	17

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, 2009 and 2008 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, 2009 and for the period October 1, 2006 (date of entering development stage) through June 30, 2009. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 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, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two year period ended June 30, 2009 and for the period October 1, 2006 (date of entering development stage) through June 30, 2009, 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

September 28, 2009

AMASYS Corporation

(a development stage company)

Balance Sheets

	June 30,		June 30,
	2009		2008
ASSETS
CURRENT ASSETS
Cash	$	348	$	698

TOTAL ASSETS	$	348	$	698

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	17,500	$	1,000
Accounts payable, related parties		23,500		15,500
Notes payable and accrued interest, related parties		145,539		58,627
TOTAL CURRENT LIABILITIES		186,539		75,127


COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS’ DEFICIT:
Preferred stock, $.01 par value, 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2009 and 2008, respectively		—		—
Common stock, $.01 par value, 20,000,000 shares authorized, 6,669,210 shares issued and outstanding at June 30, 2009 and 2008, respectively		66,692		66,692
Additional paid in capital		317,045		317,045
Accumulated deficit (including $206,166 accumulated during development stage)		(569,928)		(458,166)
Total stockholders’ deficit		(186,191)		(74,429)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	348	$	698

The accompanying notes are an integral part of the financial statements.

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, 2009
	2009	2008
REVENUES	$ —	$ —		$ —
COST OF SALES	—	—		—
GROSS PROFIT	—	—		—
OPERATING EXPENSES
General and administrative expenses	99,850	44,756		183,220
Total operating expenses	99,850	44,756		183,220
LOSS FROM OPERATIONS	(99,850)	(44,756)		(183,220)
OTHER INCOME (EXPENSE):
Interest expense	(11,912)	(3,430)		(15,680)
Stock issued for loans	—	—		(20,000)
Gain on sale of investment	—	—		12,734

Total other expense	(11,912)	(3,430)		(22,946)

LOSS BEFORE PROVISION FOR INCOME TAXES	(111,762)		(48,186)		(206,166)

Provision for income taxes	—		—		—

NET LOSS APPLICABLE TO COMMON
STOCKHOLDERS	$ (111,762)	$ (48,186)		$ (206,166)

NET LOSS PER SHARE OF COMMON
STOCK – Basic and diluted	$ (0.02)	$ (0.01)

WEIGHTED AVERAGE SHARES OUTSTANDING—Basic and diluted	6,669,210	6,669,210

The accompanying notes are an integral part of the financial statements.

AMASYS Corporation

(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)

The accompanying notes are an integral part of the financial statements.

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, 2009
	2009		2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(111,762)	$	(48,186)	$ (206,166)
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:
Prepaid expenses		—		700	—
Accounts payable, related parties		8,000		7,477	15,972
Accounts payable and accrued expenses		28,412		(2,155)	5,957
Net cash used in operating activities		(75,350)		(42,164)	(176,971)
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		75,000		35,000	130,000
Net cash provided by financing activities		75,000		35,000	133,500
NET DECREASE IN CASH		(350)		(7,164)	(2,901)
CASH Beginning of period		698		7,862	3,249
CASH End of period	$	348	$	698	$ 348

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.

AMASYS Corporation

(a development stage company)

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, 2009, 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, 2009 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 Statements of Financial Accounting Standards (SFAS) No. 7, Development Stage Enterprises.

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, 2009, 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 Statement of Financial Accounting Standard No. 115, Accounting for Certain 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, 2009 and 2008, and for the period from October 1, 2006 through June 30, 2009, 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.

Income Taxes

We account for income taxes in accordance with SFAS 109, Accounting for 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 FASB Statement No. 123R (SFAS 123R), Share-Based Payment, amending SFAS 123. The Company records as expense the fair value of equity-based compensation, including stock options, over the applicable vesting period.

Comprehensive Income (Loss)

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 paragraphs 18 through 20 of SFAS 130, 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, 2009 and 2008, and for the period from October 1, 2006 through June 30, 2009, 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, 2009 and 2008, 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, 2009, up until the issuance of the financial statements, which occurred on September 28, 2009.

Fair Value of Financial Instruments

Cash, accounts payable and other accrued expenses are carried at amounts which reasonably approximate their fair values because of the relatively short maturity of those instruments.

Comparative Financial Statements

Certain amounts in the comparative financial statements have been reclassified from financial statements previously presented to conform to the 2009 financial statements.

Recently Issued Accounting Pronouncements

During the year ended June 30, 2009, there were several new accounting pronouncements issued by the FASB the most recent of which was SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles–a replacement of FASB Statement No.162. 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 position or operating results.

NOTE 3 – NOTE PAYABLE RELATED PARTIES

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, 2009. As of June 30, 2009, accrued interest payable totaled $2,101 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, 2009. As of June 30, 2009, accrued interest payable totaled $2,101 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. As of June 30, 2009, accrued interest payable totaled $2,924 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. As of June 30, 2009, accrued interest payable totaled $861 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. As of June 30, 2009, accrued interest payable totaled $1,839 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. As of June 30, 2009, accrued interest payable totaled $2,359 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. As of June 30, 2009, accrued interest payable totaled $3,025 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 $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. As of June 30, 2009, accrued interest payable totaled $308 and is due at maturity. Accrued interest is included in the notes payable, related parties balance.

NOTE 4 – INCOME TAXES

The following table reconciles the Company’s statutory tax rate to the effective tax rate:

	Year ended June 30,
	2009							2008

Tax benefit (expense) at statutory rate	$	38,000	34%		$		16,383		34	%
Reconciling items:

State income taxes		4,740	4%				1,927		4	%
Expiration of NOL’s and other		(4,741)	(4)%				(655)		(1)	%
V aluation allowance		(37,999)	(34)%			(17,655)			(37)	%
Effective tax rate	$	—	0%	$		—			0	%

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, 2009 and 2008 are as follows:

	June 30, 2009			June 30, 2008

Deferred tax assets:
Net operating losses carryforwards	$	416,898		$	378,899

Total deferred tax assets		416,898			378,899

Deferred tax liabilities:		---0-			---0-

Total deferred tax liabilities		(-0-	)		(-0-	)

Net deferred tax asset		416,898			378,899
Valuation allowance		(416,898	)		(378,899	)
Deferred tax asset, net	$	—		$	—

A reconciliation of net loss per books with net loss per return is as follows

	June 30,
	2009			2008
Net loss, per books	$	(111,762	)	$	(48,186	)
Income subject to tax not recorded on the books:
(Income) expense recorded on the books not included on the return:
Net loss, per return	$	(111,762	)	$	(48,186	)


Income tax expense, per return	$	- 0 -	$	- 0 -
Available net operating loss (NOL) carryover from prior tax years		1,140,410		1,221,275
NOL generated		111,762		48,186
Total NOL carryover to future years		1,226,172		1,269,461
NOL expiring		-0-		155,051
NOL available to future years	$	1,226,172	$	1,140,410

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, 2009. The net change in the valuation allowance during the year ended June 30, 2009 was an increase of $37,999, due primarily to the expiration of net operating loss carryovers.

As of June 30, 2009 we had net operating loss carryforwards for federal income tax purposes of approximately $1.2 million, which will expire through 2029. 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, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 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 adopted FIN 48 effective July 1, 2007 and determined the adoption to have no effect on results of operations or financial position at or for the year ended June 30, 2009 or 2008. The Company will record any future penalties and tax related interest expense as a component of provision for income taxes.

Note 5 – STOCKHOLDERS’ EQUITY

We had no issuances of common stock or preferred stock during the years ended June 30, 2009 and 2008.

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, 2009 and 2008.

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, 2009 and 2008.

Note 8 – SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following is a summary of the quarterly results of operations for the years ended June 30, 2009 and 2008.

	Quarter Ended
	September 30, 2008			December 31, 2008			March 31, 2009			June 30, 2009

General and administrative expenses	$	30,839		$	55,624		$	7,301		$	6,086
Other (expense) income		(1,685	)		(2,963	)		(3,495	)		(3,769	)
Net loss applicable to common shareholders		(32,524	)		(58,587	)		(10,796	)		(9,855	)

Net loss per share:
Basic	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares:
Basic		6,669,210			6,669,210			6,669,210			6,669,210
Diluted		6,669,210			6,669,210			6,669,210			6,669,210


	Quarter Ended
	September 30, 2007			December 31, 2007			March 31, 2008			June 30, 2008

General and administrative expenses	$	20,126		$	11,856		$	8,511		$	4,263
Other (expense) income		(540	)		(695	)		(1,059	)		(1,136	)
Net loss applicable to common shareholders’		(20,666	)		(12,551	)		(9,570	)		(5,399	)

Net loss per share:
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares:
Basic		6,669,210			6,669,210			6,669,210			6,669,210
Diluted		6,669,210			6,669,210			6,669,210			6,669,210

Note 9 – COMMITMENTS AND CONTINGENCIES

On September 26, 2006, AMASYS signed an agreement to acquire all of the shares of common stock of World Mineral Corporation, a Nevada corporation (WMC) from WMC shareholders in exchange for an aggregate of 14,775,000 newly issued shares of AMASYS common stock. WMC is managed by Private Capital Group, L.L.C., a significant shareholder of the Company. During the year ended June 30, 2009, this agreement was terminated.

Note 10 – SUBSEQUENT EVENTS

On September 4, 2009, we executed a $15,000 note with C.W. Gilluly, pursuant to which C.W. Gilluly advanced us $15,000 at a rate of 12% per annum. Principal and interest is due on or before December 31, 2010.

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, 2009. 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, 2009.

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.

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, 2009 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors

The following table contains information as of June 30, 2008 as to each Director of the Company:

Director

Name	Since	Age	Office Held
C.W. Gilluly, Ed.D.	1992	63	Chairman of the Board, President and Chief Executive Officer
Robert J. Lynch, Jr. (1, 2)	1992	76	Director
Thomas E. McMahan (1, 2)	1992	66	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, 2009, 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 (54) 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.

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, 2009. 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	2009	—	—	—	—
	2008 2007 2006	— $12,000 $36,000	— — —	— — —	— $487 $6,805

(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, 2009. 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, 2009.

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 2009, 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 ($)
Robert J. Lynch, Jr.	$4,000	--	--	---	---	---	$4,000
Thomas E. McMahan	$4,000	--	--	---	---	---	$4,000

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, 2009, Dr. Gilluly received payment of $-0- as compensation for his services as President and Chief Executive Officer of the Company.

Submitted by the Compensation Committee

Robert J. Lynch, Jr.

Thomas E. McMahan

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 June 30, 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	23.87%
Private Capital Group, LLC Two Grand Central Tower 140 E. 45 th Street, Suite 15C New York, NY 10017	2,000,000	23.07
C.W. Gilluly, Chairman and CEO	2,427,048	28.0
Robert J. Lynch, Jr., Director	6,245 (2)	*
Thomas E. McMahan, Director	27,043	*
Joshua Angel c/o Herrick, Feinstein LLP 2 Park Avenue New York, NY 10016	191,578	2.21
Bruce Frankel Estate c/o Cole, Schotz PA 900 Third Ave, 16 th Floor New York, NY 10022	128,901	1.49
All Directors and Executive Officers as a group (4 persons)	2,460,991	28.39

* 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.
(2)	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 and Chief Executive 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, 2009 and 2008 , we paid our principal accountant approximately $42,950 and $25,000, respectively for auditing services they performed throughout those years.

Tax Fees

During 2008, our principal accountant did not render services to us for tax compliance, tax advice or tax planning.

All Other Fees

During 2008, 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.

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, 2009 and 2008.

Statements of Operations for the year ended June 30, 2009, for the year ended June 30, 2008 and for the period October 1, 2006 (date of entering Development Stage) through June 30, 2009.

Statements of Stockholders’ Equity (Deficit) for the year ended June 30, 2009, for the year ended June 30, 2008 and for the period October 1, 2006 (date of entering Development Stage) through June 30, 2009.

Statements of Cash Flows for the year ended June 30, 2009, for the year ended June 30, 2008 and for the period October 1,2006 (date of entering Development Stage) through June 30, 2009.

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.

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).

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).

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).

3.1	Restated Certificate of Incorporation of AMASYS Corporation (incorporated by reference to the Company’s Form 8-A filed on October 15, 1996).

3.2	Bylaws of AMASYS Corporation (incorporated by reference to the Company’s Form 8-A filed on October 15, 1996).

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).

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).

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).

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).

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).

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.

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.

	AMASYS CORPORATION
Date: September 28, 2009
	By : /s/ C.W. GILLULY
	C.W. Gilluly
	President and Chief Executive Officer

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 September 28, 2009

C.W. Gilluly, Ed.D. and Director

/s/ Robert J. Lynch, Jr. Director September 28, 2009

Robert J. Lynch, Jr.

/s/ Thomas E. McMahan Director September 28, 2009

Thomas E. McMahan