Amazon Biotech (AMZO) 10QSB 2007 Q3 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-QSB

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File No.: 000-26753

AMAZON BIOTECH, INC.

(Exact name of registrant as specified in its charter)

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

43 West 33rd Street, Suite 405

New York, NY 10001

(Address of principal executive offices)

Issuer's telephone number: (212) 947-3362

(Former name, former address and former fiscal year,

if changed since last report)

-------------------

Check whether the registrant filed all documents and reports required to be filed by Section 12, 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 x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

As October 31, 2007, 17,096,579 shares of our common stock were outstanding.

Transitional Small Business Disclosure Format: Yes o No x

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PART 1: FINANCIAL INFORMATION

ITEM 1 - CONDENSED FINANCIAL STATEMENTS

AMAZON BIOTECH, INC.

(A Development Stage Company)

BALANCE SHEETS

	October 31,			July 31,
	2007			2007
	(Unaudited)			(Restated)
ASSETS
CURRENT ASSETS
Cash	$	455		$	5,475
Current portion of prepaid consulting expenses		128,333			189,451
Total Current Assets		128,788			194,926
OFFICE EQUIPMENT, net of accumulated depreciation of  $6,758 and $6,405, respectively		529			882
OTHER ASSETS
Due from affiliated company		8,288			3,398
Intangible assets - production rights		300			300
Total Assets	$	137,905		$	199,506
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Convertible loan payable	$	100,000		$	100,000
Accounts payable		205,011			209,913
Accrued consulting fees - officers		283,300			257,800
Accrued payroll taxes		121,727			115,839
Accrued expenses		105,548			64,481
Due to affiliated company		6,750			4,500
Loan payable		23,400			23,400
Loans from officers		49,385			49,385
Deposits to acquire common stock		347,251			317,451
Total Current Liabilities		1,242,372			1,142,769
STOCKHOLDERS' DEFICIENCY
Preferred stock, authorized 2,000,000 shares;
$0.001 par value; no shares issued and outstanding
Common stock, authorized 50,000,000 shares;
$0.003 par value; 18,914,914 shares issued and
outstanding at October 31, 2007 and July 31, 2007, respectively		18,915			18,915
Additional contributed capital		13,485,156			13,485,156
Deficit accumulated during the development stage		(14,608,538	)		(14,447,334	)
Total Stockholders' Deficiency		(1,104,467	)		(943,263	)
Total Liabilities and Stockholders' Deficiency	$	137,905		$	199,506

See accompanying notes to financial statements.

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AMAZON BIOTECH, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS (UNAUDITED)

							October 10, 2002
	For the Three Months Ended						(Inception)
	October 31,						to
	2007			2006			October 31, 2007
REVENUE	$	-		$	-		$	-
COSTS AND EXPENSES
Stock based compensation								1,193,750
Stock issued for services					1,925			10,306,119
Consulting fees		15,012			8,541			159,096
Consulting fees - officers		43,200			47,400			815,851
Other general office expenses		41,505			35,743			1,212,412
Amortization of consulting fees		61,118			198,002			910,917
Depreciation		353			607			6,758
Total Costs and Expenses		161,188			292,218			14,604,903
NET OPERATING LOSS		(161,188	)		(292,218	)		(14,604,903	)
OTHER EXPENSE
Interest		(16	)		(27	)		(3,635	)
NET LOSS BEFORE INCOME TAXES		(161,204	)		(292,245	)		(14,608,538	)
INCOME TAXES		-			-			-
NET LOSS	$	(161,204	)	$	(292,245	)	$	(14,608,538	)
NET LOSS PER SHARE OF COMMON STOCK
(basic and diluted)	$	(0.01	)	$	(0.02	)	$	(1.48	)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		18,914,914			14,344,098			9,903,884

See accompanying notes to financial statements.

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AMAZON BIOTECH, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS (UNAUDITED)

							October 10, 2002
	For the Three Months Ended						(Inception)
	October 31,						to
	2007			2006			October 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(161,204	)	$	(292,245	)	$	(14,608,538	)
Adjustments to reconcile net loss to cash flows
from operating activities:
Stock based compensation								1,193,750
Stock issued for services					1,925			10,306,119
Amortization of consulting fees		61,118			198,002			910,917
Depreciation		353			607			6,758
Operating expenses paid by officer								37,045
Changes in assets and liabilities:
Increase in due from affiliated companies		(4,890	)					(8,288	)
Increase (decrease) in accounts payable		(4,902	)		16,188			325,413
Increase in accrued consulting fees - officers		25,500			43,900			351,700
Increase in accrued payroll taxes		5,888			1,998			121,727
Increase in accrued expenses		41,067			2,619			110,798
Increase in due to affiliated companies		2,250			2,250			1,500
Net cash used in operating activities		(34,820	)		(24,756	)		(1,251,099	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment								(7,287	)
Net cash used in investing activities		-			-			(7,287	)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft					178
Proceeds from convertible loan payable								100,000
Proceeds from demand note payable								98,000
Payments on demand note payable								(25,000	)
Proceeds from loans from officers					4,600			100,700
Payments on loans from officers					(180	)		(33,380	)
Proceeds from deposits to acquire common stock		29,800			10,000			429,771
Proceeds from issuance of common stock								588,750
Net cash provided by financing activities		29,800			14,598			1,258,841
Net increase (decrease) in cash		(5,020	)		(10,158	)		455
CASH AT BEGINNING OF PERIOD		5,475			10,158
CASH AT END OF PERIOD	$	455		$	-		$	455

See accompanying notes to financial statements.

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AMAZON BIOTECH, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

					October 10, 2002
	For the Three Months Ended				(Inception)
	October 31,				to
	2007		2006		July 31, 2007
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
CASH PAID FOR:
Interest	$	16	$	27	$	3,619
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for production rights						300
Capitalization of ASYST liabilities						77,055
Recharacterization of ASYST accumulated deficit
upon reverse merger						375,997
Issuance of common stock for stock based
compensation						1,193,750
Issuance of common stock for services				1,925		10,306,119
Demand note payable paid by officer						73,000
Issuance of common stock in payment of
accounts payable						120,402
Issuance of common stock for prepaid
consulting fees						1,039,250
Pay-off accrued consulting fees - officers
with loan payable						68,400
Issuance of common stock and reduction of
deposits to acquire common stock						210,500
Reclassifiation of loans from officers to
deposits to acquire common stock						127,980
Issuance of common stock in payment of
accrued consulting fees - officers						133,334

See accompanying notes to financial statements.

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AMAZON BIOTECH, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

October 31, 2007

NOTE A – RESTATEMENT

The balance sheet at July 31, 2007, was restated to account for the terms of a consulting agreement dated February 5, 2007 with an officer of the Company. Pursuant to the agreement 1,666,667 shares (post-split) of common stock are to be issued as a bonus for not receiving payment of accrued consulting fees due him for 2005 and 2006. The agreement also called for a decrease in his monthly fee from $8,900 to $7,500. Accrued payroll taxes were also adjusted to account for the stock based payment.

The amounts as originally filed and as restated are as follows:

	As Restated			As Originally Filed
Accrued consulting fees – officers	$	257,800		$	266,200
Accrued payroll taxes		115,839			91,839
Total current liabilities		1,142,769			1,127,169
Common Stock		18,915			17,248
Additional contributed capital		13,485,156			13,186,823
Deficit accumulated during the development stage		(14,447,334	)		(14,131,734	)
Total stockholders’ deficiency		(943,263	)		(927,663	)
Stock based compensation		300,000			-
Consulting fees – officers		181,200			189,600
Other general office expenses		395,132			371,132
Total costs and expenses		1,954,438			1,638,838
Net loss		(1,954,477	)		(1,638,877	)

NOTE B - BASIS OF PRESENTATION

The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. Results for the three months ended October 31, 2007 are not necessarily indicative of the results that may be expected for the year ending July 31, 2008. For further information, refer to the financial statements and footnotes thereto included in the Amazon Biotech, Inc. annual report on Form 10-KSB/A for the year ended July 31, 2007.

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AMAZON BIOTECH, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

October 31, 2007

NOTE C - GOING CONCERN

As shown in the accompanying financial statements, the Company has had no revenues, has negative working capital of $1,113,584, an accumulated deficit of $14,608,538, stockholders’ deficiency of $1,104,467, and is considered a company in the development stage. Management’s plans include the raising of capital through the equity markets to fund future operations. Failure to raise adequate capital could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE D – SUBSEQUENT EVENTS

On December 9, 2007, the Company entered into three private placement agreements totaling 650,000 units at a price of $0.10 per unit. Each unit consists of one share of common stock and a warrant to purchase four shares of common stock at an exercise price of $0.15 per share. The warrants are exercisable for two years.

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ITEM 2 -MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with our unaudited condensed financial statements and related notes included in this report as well as the “Risk Factors” set forth in Section 1A of our annual report on Form 10-KSB, which are incorporated herein by reference. This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as "may," "will," "should," "expects," "anticipates," "estimates," "believes," or "plans" or comparable terminology are forward-looking statements based on current expectations and assumptions.

Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

General

We are a development stage company that was established to focus on the research and development of novel all-natural drugs for a better quality of life by using the best of traditional medicines from nature. Our goal is to be a world leader and contributor in the treatment of HIV naturally through the use of immune-based therapies. An immune-based therapy is defined as any treatment geared toward reestablishing proper functioning of the immune system or directly helping the immune system to fight a virus, i.e. HIV/AIDS.

Our Corporate History

On February 20, 2004, Asyst Corporation acquired 100% of the outstanding common stock of Amazon Biotech, Inc., a Delaware corporation pursuant to a securities purchase agreement and plan of reorganization. Under the plan of reorganization, Asyst issued 16,000,000 shares of its common stock to the stockholders of Amazon Biotech in exchange for all of the outstanding shares of common stock of Amazon Biotech. Upon the completion of the reorganization, the former directors of Amazon Biotech were appointed as directors of Asyst. On March 10, 2004, Asyst amended its articles of incorporation to change its name to “Amazon Biotech, Inc.”

Since the stockholders of Amazon Biotech (Delaware) owned approximately 99% of our outstanding voting shares after giving effect to the acquisition, and since we were a development stage company with limited operations before the acquisition, Amazon Biotech, (Delaware) is deemed to be the acquirer for accounting purposes, and the transaction has been reflected as a recapitalization of Amazon Biotech (Delaware). In a recapitalization, the historical stockholders’ equity of Amazon Biotech (Delaware) prior to the merger will be retroactively restated for the equivalent number of shares received in the merger after giving effect to any difference in par value of our stock and Amazon Biotech’s stock by an offset to capital.

Recent Developments

On December 9, 2007, the Company entered into three private placement agreements for 650,000 units at a price of $0.10 per unit. Each unit consists of one share of common stock and a warrant to purchase four shares of common stock at an exercise price of $0.15 per share. The warrants are exercisable for two years.

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Plan of Operation

To help substantiate our immune modulator claim, AMZ0026 has been granted an IND (investigational new drug) status and is approved for Phase I/II clinical studies by the FDA. We plan to begin Phase I/II clinical trials of our AMZ0026 drug once we receive sufficient operating capital. At present, we are unable to settle our future cash requirements.

We also plan two small studies. One is an anti-viral study comparing antiviral activity of AMZ0026 to AMZ0026-H in animals. The other is a CYP3A metabolism / inhibition study

The company has the goal of a joint venture with a multinational pharmaceutical company to conduct Phase III trials.

We also own the rights to a natural hair growth product that contains proprietary herbal ingredients. We may conduct a small study on this product following the Phase I/II clinical study of AMZ 0026.

We intend to increase the number of our employees to eight in the event we are able raise sufficient operating capital.

Purchase or Sale of Equipment

We do not expect to purchase or sell any plant or significant equipment. We expect to purchase some office equipment up to a maximum of $20,000 with a portion of any capital proceeds.

Revenues

We had no revenues for the period from October 10, 2002 (inception) through October 31, 2007. We currently have limited working capital with which to satisfy our cash requirements. As of October 31, 2007, we had negative working capital of $1,113,584. We will require significant additional capital in order to fund the Phase I/II clinical studies of our drug known as AMZ 0026.

Liquidity and Capital Resources

Our balance sheet as of October 31, 2007, reflects total assets of $137,905. Cash and cash equivalents from inception to date have been insufficient to provide the working capital necessary to operate to date.

We have financed our operations primarily through private sales of equity securities. We have accepted deposits of $29,800 during the three months ended October 31, 2007, and $169,971 during the year ended July 31, 2007, to purchase our common stock. We raised approximately $130,000 in gross proceeds from the sale of common stock and warrants in our fiscal year ended July 31, 2006. We raised approximately $350,000 in gross proceeds from the sale of common stock and warrants in our fiscal year ended July 31, 2005. In addition, we raised approximately $268,500 in gross proceeds from the sale of common stock and warrants in our fiscal year ending July 31, 2004.

We anticipate that we will need at least $2,500,000 in additional working capital in order to satisfy our contemplated cash requirements for our current proposed plans and assumptions relating to our operations for a period of approximately 12 months. However, our expectations are based on certain assumptions concerning the costs involved in the clinical trials. These assumptions concern future events and circumstances that our officers believe to be significant to our operations and upon which our working capital requirements will depend. Some assumptions will invariably not materialize and some unanticipated events and circumstances may occur subsequent to the date of this quarterly report. We will continue to seek to fund our capital requirements over the next 12 months from the additional sale of our securities; however, it is possible that we will be unable to obtain sufficient additional capital through the sale of our securities as needed.

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We intend to retain any future earnings to retire existing debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes.There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Going Concern Consideration

Our independent auditors included an explanatory paragraph in their report on the financial statements included in Form 10-KSB for the year ended July 31, 2007, regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3 - CONTROLS AND PROCEDURES

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our Chief Executive Officer and the Chief Financial Officer have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the last ninety days and have concluded that the disclosure controls and procedures are effective to ensure that material information is recorded, processed, summarized, and reported in a timely manner with the exception of those controls surrounding the issuance of the Company's common stock.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer and Chief Financial Officer.

PART II: OTHER INFORMATION

Items 1, 3, 4 and 5 are not applicable.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES

During the three months ended October 31, 2007, we did not sell or authorize the issuance of any unregistered securities.

ITEM 6 - EXHIBITS

Item No.	Description	Method of Filing
31.1	Certification of Mechael Kanovsky, Ph.D. pursuant to Rule 13a-14(a)	Filed electronically herewith.
31.2	Certification of Simcha Edell pursuant to Rule 13a-14(a)	Filed electronically herewith.
32.1	Chief Executive Officer Certification pursuant to 18U.S.C. ss. 1350 adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002	Filed electronically herewith.
32.2	Chief Financial Officer Certification pursuant to 18 U.S.C. ss. 1350 adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002	Filed electronically herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMAZON BIOTECH, INC.
December 20, 2007		/s/ Mechael Kanovsky, Ph.D.
		Mechael Kanovsky, Ph.D. President and Chief Executive Officer (Principal Executive Officer)
December 20, 2007		/s/ Simcha Edell
		Simcha Edell Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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