As filed with the Securities and Exchange Commission on March 3, 2004

                                                     Registration No. __________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                Asyst Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Utah                                          87-0416131
----------------------------------             ---------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
 of incorporation or organization)

                   43 West 33 Street, New York, New York 10001
               (Address of Principal Executive Offices) (Zip Code)

                 Asyst Corporation 2004 Stock Compensation Plan
                            (Full title of the plan)

                            Angelo A. Chinnici, M.D.
                             Chief Executive Officer
                                43 West 33 Street
                            New York, New York 10001
                             -----------------------
                     (Name and address of agent for service)
                                 (212) 695-3003
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                         Calculation of Registration Fee
------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                     Proposed            Proposed
                      Title of                                        maximum            maximum
                     securities                    Amount            offering           aggregate           Amount of
                       to be                       to be               price             offering         registration
                     registered                registered(1)         per share            price              fee(2)
------------------------------------------- --------------------- ---------------- --------------------- ----------------
<S>                                         <C>                        <C>              <C>                  <C>
Common Stock, $.001 par value to be issued  4,300,000 shares           $1.55            $6,665,000           $844.46
pursuant to the 2004 Asyst Corporation
Stock Compensation Plan
------------------------------------------- --------------------- ---------------- --------------------- ----------------
</TABLE>

(1)      This  Registration  Statement shall also cover any additional shares of
         common  stock which  become  issuable  under the Plan being  registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of our outstanding shares of common stock.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(c) under the  Securities  Act of
         1933, as amended,  based upon the average of the bid and asked price of
         the Registrant's  common stock on February 25, 2004, as reported in the
         over-the-counter bulletin board market.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

         1. Our Annual  Report on Form 10-KSB for the fiscal year ended July 31,
2003.

         2. Our  Quarterly  Report on Form 10-QSB for the quarter  ended October
31, 2003.

         3. Our  Definitive  Proxy  Statement on Schedule 14A filed  December 2,
2004.

         You may  request  a copy of  these  filings  at no cost by  writing  or
telephoning us at the following  address:  Angelo A. Chinnici,  Chief  Executive
Officer, 43 West 33 Street, New York, New York 10001; (212) 695-3003.

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

Utah Statutes

         Section  16-10a-841  of  the  Utah  Revised  Business  Corporation  Act
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

         "(1) Without limiting the generality of Subsection 16-10a-840(4), if so
provided in the articles of  incorporation  or in the bylaws or a resolution  to
the extent permitted in Subsection (3), a corporation may eliminate or limit the
liability of a director to the corporation or to its  shareholders  for monetary
damages  for any action  taken or any  failure to take any action as a director,
except liability for:

                  (a)      the  amount  of a  financial  benefit  received  by a
                           director to which he is not entitled;

                  (b)      an intentional infliction of harm on the corporation
                           or the shareholders;

                  (c)      a violation of Section 16-10a-842; or

                  (d)      an intentional violation of criminal law.

         (2) No provision  authorized  under this section may eliminate or limit
the liability of a director for any act or omission  occurring prior to the date
when the provision becomes effective.


                                      -2-
<PAGE>

         (3) Any provision  authorized  under this section to be included in the
articles of  incorporation  may also be adopted in the bylaws or by  resolution,
but only if the provision is approved by the same  percentage of shareholders of
each voting  group as would be required to approve an  amendment to the articles
of incorporation including the provision.

         (4) Any foreign  corporation  authorized  to transact  business in this
state, including any federally chartered depository institution authorized under
federal  law to  transact  business  in this  state,  may  adopt  any  provision
authorized under this section.

         (5) With  respect to a  corporation  that is a  depository  institution
regulated by the  Department  of Financial  Institutions  or by an agency of the
federal government,  any provision authorized under this section may include the
elimination or limitation of the personal  liability of a director or officer to
the corporation's members or depositors."

         Section  16-10a-902  of  the  Utah  Revised  Business  Corporation  Act
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

         "(1) Except as provided in Subsection  (4), a corporation may indemnify
an  individual  made a party to a  proceeding  because he is or was a  director,
against liability incurred in the proceeding if:

                  (a)      his conduct was in good faith; and

                  (b)      he  reasonably  believed  that his conduct was in, or
                           not opposed to, the corporation's best interests; and

                  (c)      in the  case of any  criminal  proceeding,  he had no
                           reasonable cause to believe his conduct was unlawful.

         (2) A director's  conduct with respect to any employee benefit plan for
a purpose he reasonably believed to be in or not opposed to the interests of the
participants  in and  beneficiaries  of the plan is conduct that  satisfies  the
requirement of Subsection (1)(b).

         (3) The  termination  of a proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere  or its  equivalent  is not,  of
itself,  determinative  that the  director  did not meet the standard of conduct
described in this section.

         (4) A corporation may not indemnify a director under this section:

                  (a)      in connection with a proceeding by or in the right of
                           the  corporation  in which the  director was adjudged
                           liable to the corporation; or

                  (b)      in connection with any other proceeding charging that
                           the director  derived an improper  personal  benefit,
                           whether  or not  involving  action  in  his  official
                           capacity,  in which proceeding he was adjudged liable
                           on the basis  that he derived  an  improper  personal
                           benefit.

         (5)  Indemnification  permitted under this section in connection with a
proceeding  by or in the  right of the  corporation  is  limited  to  reasonable
expenses incurred in connection with the proceeding."

Amended and Restated Articles of Incorporation

         Our  Articles  of   Incorporation   contain  no  provisions   regarding
indemnification of officers and directors.


                                      -3-
<PAGE>

Bylaws

         Our Bylaws provide for the indemnification of our directors,  officers,
employees, or agents under certain circumstances as follows:

                                  "ARTICLE VIII
                                 INDEMNIFICATION

         Section 8.1 Indemnification. No officer or director shall be personally
liable for any obligations arising out of any acts or conduct of said officer or
director  performed for or on behalf of the Corporation.  The Corporation  shall
and does  hereby  indemnify  and hold  harmless  each  person  and his heirs and
administrators who shall serve at any time hereafter as a director or officer of
the Corporation  from and against any and all claims,  judgments and liabilities
to which such person shall become subject by reason of his having  heretofore or
hereafter  been a director  or officer of the  corporation,  or by reason of any
action  alleged to have been  heretofore  or hereafter  taken or omitted to have
been taken by him as such  director or officer,  and shall  reimburse  each such
person for all legal and other expenses reasonably incurred by him in connection
with any such claim or  liability;  and shall have power to defend  such  person
from all  suits as  provided  for  under  the  provisions  of the Utah  Business
Corporation  Act;  provided,  however that no such person  shall be  indemnified
against, or be reimbursed for, any expense incurred in connection with any claim
or liability arising out of his own negligence or willful misconduct. The rights
occurring to any person under the foregoing provisions of this section shall not
exclude any other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to indemnify or reimburse
such person in any proper case,  even though not  specifically  herein  provided
for. The  Corporation,  its directors,  officers,  employees and agents shall be
fully  protected in taking any action or making any payment or in refusing so to
do in reliance upon the advice of counsel.

         Section 8.2 Other Indemnification.  The indemnification herein provided
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification may be entitled under any Bylaw, agreement, note of shareholders
or  disinterested  directors,  or  otherwise,  both as to action in his official
capacity and as to action in another  capacity  while  holding such office,  and
shall  continue  as to a person  who has  ceased to be a  director,  officer  or
employee  and  shall  inure  to  the  benefit  of  the  heirs,   executors   and
administrators of such a person.

         Section 8.3  Insurance.  The  Corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director,  officer or employee
of the Corporation,  or is or was serving at the request of another corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against him and incurred by him in any capacity,  or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against liability under the provisions of this Article VIII or of subsection
(o) of Section 16-10-4 of the Utah Business Corporation Act.

         Section 8.4  Settlement by  Corporation.  The right of any person to be
indemnified shall be subject always to the right of the Corporation by its Board
of Directors,  in lieu of such indemnity, to settle any such claim, action, suit
or proceeding at the expense of the  Corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.


                                      -4-
<PAGE>

Item 8.  Exhibits.

Exhibit Number             Description
--------------             -----------

4.1            Asyst Corporation 2004 Stock Compensation Plan

5.1            Opinion of Spectrum Law Group, LLP re: legality of shares.

23.1           Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein).

23.2           Consent of Mantyla McReynolds


Item 9.  Undertakings.

                  A. The undersigned registrant hereby undertakes to file during
any  period  in which  offers  or sales of the  securities  are  being  made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

                  B. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  C. The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

                  D. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  E. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      -5-
<PAGE>

                                   SIGNATURES

The Registrant

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, New York, on February 29, 2004.

                                            ASYST CORPORATION



                                            By:   /s/ Angelo A. Chinnici
                                                --------------------------------
                                                 Angelo A. Chinnici, CEO

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.


Signatures                           Title                         Date
--------------------------------------------------------------------------------
/s/ Angelo A. Chinnici              Director                   February 29, 2004
----------------------
Angelo A. Chinnici

/s/ Philip Drachman                 Director                   February 29, 2004
-----------------------
Philip Drachman


                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "v01810_s-8.txt", "secsgml_size_bytes": 18657}]
{"company-data": {"conformed-name": "ASYST CORP", "cik": "0001088781", "assigned-sic": "9995", "irs-number": "870416131", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113244", "film-number": "04645387"}, "business-address": {"street1": "6170 S 380 W 225", "city": "MURRAY", "state": "UT", "zip": "84107"}, "mail-address": {"street1": "ASYSY CORPORATION", "street2": "6170 S 380 W 225", "city": "MURRAY", "state": "UT", "zip": "84107"}}
As filed with the Securities and Exchange Commission on March 3, 2004

                                                     Registration No. __________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                Asyst Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Utah                                          87-0416131
----------------------------------             ---------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
 of incorporation or organization)

                   43 West 33 Street, New York, New York 10001
               (Address of Principal Executive Offices) (Zip Code)

                 Asyst Corporation 2004 Stock Compensation Plan
                            (Full title of the plan)

                            Angelo A. Chinnici, M.D.
                             Chief Executive Officer
                                43 West 33 Street
                            New York, New York 10001
                             -----------------------
                     (Name and address of agent for service)
                                 (212) 695-3003
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                     Proposed            Proposed
                      Title of                                        maximum            maximum
                     securities                    Amount            offering           aggregate           Amount of
                       to be                       to be               price             offering         registration
                     registered                registered(1)         per share            price              fee(2)
------------------------------------------- --------------------- ---------------- --------------------- ----------------
Common Stock, $.001 par value to be issued  4,300,000 shares           $1.55            $6,665,000           $844.46
pursuant to the 2004 Asyst Corporation
Stock Compensation Plan
------------------------------------------- --------------------- ---------------- --------------------- ----------------
(1)      This  Registration  Statement shall also cover any additional shares of
         common  stock which  become  issuable  under the Plan being  registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of our outstanding shares of common stock.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(c) under the  Securities  Act of
         1933, as amended,  based upon the average of the bid and asked price of
         the Registrant's  common stock on February 25, 2004, as reported in the
         over-the-counter bulletin board market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

         1. Our Annual  Report on Form 10-KSB for the fiscal year ended July 31,
2003.

         2. Our  Quarterly  Report on Form 10-QSB for the quarter  ended October
31, 2003.

         3. Our  Definitive  Proxy  Statement on Schedule 14A filed  December 2,
2004.

         You may  request  a copy of  these  filings  at no cost by  writing  or
telephoning us at the following  address:  Angelo A. Chinnici,  Chief  Executive
Officer, 43 West 33 Street, New York, New York 10001; (212) 695-3003.

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

Utah Statutes

         Section  16-10a-841  of  the  Utah  Revised  Business  Corporation  Act
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

         "(1) Without limiting the generality of Subsection 16-10a-840(4), if so
provided in the articles of  incorporation  or in the bylaws or a resolution  to
the extent permitted in Subsection (3), a corporation may eliminate or limit the
liability of a director to the corporation or to its  shareholders  for monetary
damages  for any action  taken or any  failure to take any action as a director,
except liability for:

                  (a)      the  amount  of a  financial  benefit  received  by a
                           director to which he is not entitled;

                  (b)      an intentional infliction of harm on the corporation
                           or the shareholders;

                  (c)      a violation of Section 16-10a-842; or

                  (d)      an intentional violation of criminal law.

         (2) No provision  authorized  under this section may eliminate or limit
the liability of a director for any act or omission  occurring prior to the date
when the provision becomes effective.

                                      -2-
(3) Any provision  authorized  under this section to be included in the
articles of  incorporation  may also be adopted in the bylaws or by  resolution,
but only if the provision is approved by the same  percentage of shareholders of
each voting  group as would be required to approve an  amendment to the articles
of incorporation including the provision.

         (4) Any foreign  corporation  authorized  to transact  business in this
state, including any federally chartered depository institution authorized under
federal  law to  transact  business  in this  state,  may  adopt  any  provision
authorized under this section.

         (5) With  respect to a  corporation  that is a  depository  institution
regulated by the  Department  of Financial  Institutions  or by an agency of the
federal government,  any provision authorized under this section may include the
elimination or limitation of the personal  liability of a director or officer to
the corporation's members or depositors."

         Section  16-10a-902  of  the  Utah  Revised  Business  Corporation  Act
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

         "(1) Except as provided in Subsection  (4), a corporation may indemnify
an  individual  made a party to a  proceeding  because he is or was a  director,
against liability incurred in the proceeding if:

                  (a)      his conduct was in good faith; and

                  (b)      he  reasonably  believed  that his conduct was in, or
                           not opposed to, the corporation's best interests; and

                  (c)      in the  case of any  criminal  proceeding,  he had no
                           reasonable cause to believe his conduct was unlawful.

         (2) A director's  conduct with respect to any employee benefit plan for
a purpose he reasonably believed to be in or not opposed to the interests of the
participants  in and  beneficiaries  of the plan is conduct that  satisfies  the
requirement of Subsection (1)(b).

         (3) The  termination  of a proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere  or its  equivalent  is not,  of
itself,  determinative  that the  director  did not meet the standard of conduct
described in this section.

         (4) A corporation may not indemnify a director under this section:

                  (a)      in connection with a proceeding by or in the right of
                           the  corporation  in which the  director was adjudged
                           liable to the corporation; or

                  (b)      in connection with any other proceeding charging that
                           the director  derived an improper  personal  benefit,
                           whether  or not  involving  action  in  his  official
                           capacity,  in which proceeding he was adjudged liable
                           on the basis  that he derived  an  improper  personal
                           benefit.

         (5)  Indemnification  permitted under this section in connection with a
proceeding  by or in the  right of the  corporation  is  limited  to  reasonable
expenses incurred in connection with the proceeding."

Amended and Restated Articles of Incorporation

         Our  Articles  of   Incorporation   contain  no  provisions   regarding
indemnification of officers and directors.

                                      -3-
Bylaws

         Our Bylaws provide for the indemnification of our directors,  officers,
employees, or agents under certain circumstances as follows:

                                  "ARTICLE VIII
                                 INDEMNIFICATION

         Section 8.1 Indemnification. No officer or director shall be personally
liable for any obligations arising out of any acts or conduct of said officer or
director  performed for or on behalf of the Corporation.  The Corporation  shall
and does  hereby  indemnify  and hold  harmless  each  person  and his heirs and
administrators who shall serve at any time hereafter as a director or officer of
the Corporation  from and against any and all claims,  judgments and liabilities
to which such person shall become subject by reason of his having  heretofore or
hereafter  been a director  or officer of the  corporation,  or by reason of any
action  alleged to have been  heretofore  or hereafter  taken or omitted to have
been taken by him as such  director or officer,  and shall  reimburse  each such
person for all legal and other expenses reasonably incurred by him in connection
with any such claim or  liability;  and shall have power to defend  such  person
from all  suits as  provided  for  under  the  provisions  of the Utah  Business
Corporation  Act;  provided,  however that no such person  shall be  indemnified
against, or be reimbursed for, any expense incurred in connection with any claim
or liability arising out of his own negligence or willful misconduct. The rights
occurring to any person under the foregoing provisions of this section shall not
exclude any other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to indemnify or reimburse
such person in any proper case,  even though not  specifically  herein  provided
for. The  Corporation,  its directors,  officers,  employees and agents shall be
fully  protected in taking any action or making any payment or in refusing so to
do in reliance upon the advice of counsel.

         Section 8.2 Other Indemnification.  The indemnification herein provided
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification may be entitled under any Bylaw, agreement, note of shareholders
or  disinterested  directors,  or  otherwise,  both as to action in his official
capacity and as to action in another  capacity  while  holding such office,  and
shall  continue  as to a person  who has  ceased to be a  director,  officer  or
employee  and  shall  inure  to  the  benefit  of  the  heirs,   executors   and
administrators of such a person.

         Section 8.3  Insurance.  The  Corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director,  officer or employee
of the Corporation,  or is or was serving at the request of another corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against him and incurred by him in any capacity,  or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against liability under the provisions of this Article VIII or of subsection
(o) of Section 16-10-4 of the Utah Business Corporation Act.

         Section 8.4  Settlement by  Corporation.  The right of any person to be
indemnified shall be subject always to the right of the Corporation by its Board
of Directors,  in lieu of such indemnity, to settle any such claim, action, suit
or proceeding at the expense of the  Corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

                                      -4-
Item 8.  Exhibits.

Exhibit Number             Description
--------------             -----------

4.1            Asyst Corporation 2004 Stock Compensation Plan

5.1            Opinion of Spectrum Law Group, LLP re: legality of shares.

23.1           Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein).

23.2           Consent of Mantyla McReynolds

Item 9.  Undertakings.

                  A. The undersigned registrant hereby undertakes to file during
any  period  in which  offers  or sales of the  securities  are  being  made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

                  B. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  C. The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

                  D. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  E. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

The Registrant

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New York, New York, on February 29, 2004.

                                            ASYST CORPORATION

                                            By:   /s/ Angelo A. Chinnici
                                                --------------------------------
                                                 Angelo A. Chinnici, CEO

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

Signatures                           Title                         Date
--------------------------------------------------------------------------------
/s/ Angelo A. Chinnici              Director                   February 29, 2004
----------------------
Angelo A. Chinnici

/s/ Philip Drachman                 Director                   February 29, 2004
-----------------------
Philip Drachman

                                      -6-