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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, 2004
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[_] 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) 695-3003
(Former name, former address and former fiscal year, if changed
since last report)
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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 [_]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of December 17, 2004, 25,180,634 shares of our common stock were outstanding.
Transitional Small Business Disclosure Format: Yes [_] No [X]
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1
PART 1: FINANCIAL INFORMATION
ITEM 1 - CONDENSED FINANCIAL STATEMENTS
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
BALANCE SHEET
October 31,
2004
-----------
ASSETS
CURRENT ASSETS
Cash $ --
Total Current Assets --
OFFICE EQUIPMENT, net of accumulated depreciation of $763 2,288
INTANGIBLE ASSETS - Production rights 300
-----------
$ 2,588
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Demand note payable $ 70,000
Accounts payable 9,702
Bank overdraft 1,436
Accrued expenses - officers 81,483
Accrued expenses 25,180
Loan from officer 64,045
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Total Current Liabilities 251,846
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; $0.001 par value; issued
and outstanding 24,640,634 shares 24,641
Additional contributed capital 7,727,159
Deficit accumulated during the development stage (8,001,058)
-----------
Stockholders' Deficiency (249,258)
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$ 2,588
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See accompanying notes to financial statements.
2
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
Statement of operations
Cumulative
Inception
For the (October 10, 2002)
Three Months Ended to
October 31, 2004 October 31, 2004
---------------- ----------------
ADMINISTRATIVE EXPENSES
Consulting fees $ 5,252 $ 42,742
Consulting fees-officers 53,484 291,184
Stock based compensation 7,483,000
Other general office expenses 35,705 183,369
Depreciation 254 763
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Total Administrative Expenses 94,695 8,001,058
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NET LOSS FOR THE PERIOD $ (94,695) $ (8,001,058)
============ ============
NET LOSS PER SHARE OF COMMON
STOCK (basic and
diluted) $ (0.01) $ (0.76)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 24,640,634 10,522,150
============ ============
There were no operations for the three months ended October 31, 2003.
See accompanying notes to financial statements.
3
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
STATEMENT OF CASH FLOWS
Cumulative
Inception
For the (October 10, 2002)
Three Months Ended to
October 31, 2004 October 31, 2004
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (94,695) $(8,001,058)
Adjustments to reconcile net loss to net cash used in
operating activities:
Stock based compensation 7,483,000
Depreciation expense 254 763
Operating expenses paid by officer 37,045
Changes in assets and liabilities:
Increase in accounts payable 2,445 9,702
Increase in accrued expenses - officers 29,284 81,483
Increase in accrued expenses 17,180 25,180
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Net cash used in operating activities (45,532) (363,885)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment (3,051)
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Net cash used in investing activities (3,051)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from demand note payable 43,000 93,000
Bank overdraft 1,436 1,436
Proceeds from officer loan 10,000
Repayment of officer loan (6,000)
Sale of common stock 268,500
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Net cash provided by financing activities 44,436 366,936
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Net decrease in cash (1,096)
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CASH AT BEGINNING OF PERIOD
----------- -----------
CASH AT END OF PERIOD $ $
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There were no operations for the three months ended October 31, 2003.
See accompanying notes to financial statements.
4
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
STATEMENT OF CASH FLOWS (CONTINUED)
Cumulative
Inception
For the October 10, 2002
Three Months Ended to
October 31, 2004 October 31, 2004
---------------- ----------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for production rights $ $ 300
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Capitalization of ASYST liabilities $ $ 77,055
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Recharacterization of ASYST accumulated deficit upon
reverse merger $ $ 375,997
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Issuance of common stock for consulting services $ $7,483,000
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Demand note payable paid by officer $ 23,000 $ 23,000
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AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
NOTES TO FINANCIAL STATEMENTS
October 31, 2004
NOTE A - 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, 2004 are not necessarily indicative of the results that may be
expected for the year ending July 31, 2005. For further information, refer
to the financial statements and footnotes thereto included in the Amazon
Biotech, Inc., formerly ASYST Corporation, annual report on Form 10-KSB
for the year ended July 31, 2004.
NOTE B - RELATED PARTY TRANSACTIONS
Loans payable to officer increased by $23,000 as an officer personally
repaid a $23,000 loan received from an individual during the three months
ended October 31, 2004. As of October 31, 2004, the amount due is $64,045.
The loans are non-interest bearing and have no stated terms of repayment.
NOTE C - SUBSEQUENT EVENTS
In November 2004, the Company entered into a Securities Purchase Agreement
to issue 100,000 units at $0.50 per unit. Each unit consists of one share
of common stock and one warrant to purchase one share of common stock at
$0.58 per share. These shares have been paid for but have not been issued.
On November 3, 2004, the Company authorized the issuance of 540,000 shares
of its common stock in connection with consulting agreements entered into
with the five members of the Company's Scientific Advisory Board and the
CEO of the Company. In November 2004, stock based compensation of $540,000
will be recorded based on $1.00 per share.
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ITEM 2 - 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. 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 the Amazon region of South
America and 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. Pursuant to the plan of reorganization, 131,250
shares of Asyst common stock were cancelled. Upon the completion of the
reorganization, Angelo Chinnici, M.D. and Mechael Kanovsky, Ph.D., 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.
PLAN OF OPERATION
Once we receive sufficient operating capital, our plan is to begin Phase I
and Phase II clinical trials of our AMZ 0026 drug and to conduct a double blind
study of our natural hair growth product known as AMZ HG001.
We are a newly established pharmaceutical company that owns the rights to
Abavca/AMZ 0026, a potential immunomodulator drug developed for use in the
treatment of the HIV virus. We acquired the rights to the Abavca/AMZ 0026
product line from Advanced Plant Pharmaceuticals, Inc.
AMZ 0026 was developed by a group of scientists after more than 12 years
of intense research. Many users of AMZ 0026 caplets have reported increased CD4
and HGB counts as well as general improvements in energy levels, weight gain,
and overall well being. These results were borne out in an 18-month clinical
study, which included 30 test subjects who had depressed immune systems.
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Abavca/AMZ 0026 has been given an IND status and has been approved for
Phase I/II clinical studies by the FDA. Once we receive sufficient operating
capital, we intend to initiate Phase II clinical studies of Abavca/AMZ 0026
within the next 12 months, with an eventual goal of a joint venture with another
pharmaceutical company to conduct Phase III trials.
We also own the rights to a natural hair growth product that contains
proprietary herbal ingredients. We intend to conduct a small double blind study
on this product within the next twelve months.
In the event we are able raise sufficient operating capital, we intend to
increase the number of our employees to six and to purchase additional
laboratory equipment with a portion of any capital proceeds.
LIQUIDITY AND CAPITAL RESOURCES
We currently have limited working capital with which to satisfy our cash
requirements. As of July 31, 2004, we had a working capital deficit of $251,846.
We will require significant additional capital in order to fund the Phase I/II
clinical studies of our drug known as AMZ 0026.
We have financed our operations primarily through private sales of equity
securities. For the year ended July 31, 2004, we raised approximately $268,500
from the sale of common stock and warrants. In addition, we recently received an
equity financing of $50,000, with a commitment for another $150,000. We
anticipate that we will need at least $4,000,000 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 occurring subsequent to the date of this annual 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.
The amount and timing of our future capital requirements will depend upon
many factors, including the level of funding received by us anticipated private
placements of our common stock and the level of funding obtained through other
financing sources, and the timing of such funding.
We intend to retain any future earnings to retire any existing debt,
finance the expansion of our business and any necessary capital expenditures,
and for general corporate purposes.
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 relating to
Excalibur and its consolidated subsidiaries is recorded, processed, summarized,
and reported in a timely manner. 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.
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PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES
(a) Effective August 1, 2004, the Company issued an aggregate of 50,000
shares of its common stock in a private placement at $0.93 per share. In
addition, the Company issued warrants to purchase an aggregate of 50,000 shares
at a strike price of $6.00 per share. The issuance was exempt under Section 4(2)
of the Act.
Effective August 1, 2004, the Company issued 350,000 shares to its chief
executive officer for services rendered. The issuance was exempt under Section
4(2) of the Act.
On November 1, 2004, the Company agreed to issue 100,000 shares of its
common stock in a private placement at $0.50 per share. In addition, the Company
agreed to issue warrants to purchase an aggregate of 100,000 shares at a strike
price of $0.58 per share. The issuance was exempt under Section 4(2) of the Act.
(b) None.
(c) None.
ITEM 3 - DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 15, 2004, stockholders holding 16,245,000 shares of our common
stock, which is a majority of the voting power of our company, took action by
written consent for the purpose taking the following action:
1. Removing of Philip Drachman as one of our directors;
2. Appointing Dr. Mechael Kanovsky to fill the vacancy on the board of
directors;
3. Ratifying the removal of Philip Drachman as our President;
4. Ratifying the appointment of Dr. Mechael Kanovsky as our President;
5. Terminating the "Ad Systems, Inc. 1984 Incentive Stock Option Plan";
6. Ratifying the change in the company's accountants from Mantyla McReynolds,
LLC to Meyler & Company, LLC; and
7. Adopting our Code of Business Conduct and Ethics.
ITEM 5 - OTHER INFORMATION
None.
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ITEM 6 - EXHIBITS
Item
No. Description Method of Filing
- ----- ----------- ----------------
31.1 Certification of Angelo Chinnici, M.D. Filed electronically herewith.
pursuant to Rule 13a-14(a)
31.2 Certification of Mechael Kanovsky, Ph.D. Filed electronically herewith.
pursuant to Rule 13a-14(a)
32.1 Chief Executive Officer Certification pursuant to 18 Filed electronically herewith.
U.S.C. ss. 1350 adopted pursuant to Section
906 of the Sarbanes Oxley Act of 2002
32.2 Chief Financial Officer Certification pursuant to 18 Filed electronically herewith.
U.S.C. ss. 1350 adopted pursuant to Section
906 of the Sarbanes Oxley Act of 2002
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 17, 2004 /s/ Angelo Chinnici, M.D.
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Angelo Chinnici, M.D.
Chief Executive Officer
(Principal Executive Officer)
December 17, 2004 /s/Mechael Kanovsky, Ph.D.
----------------------------------------
Mechael Kanovsky, Ph.D.
President
(Principal Financial Officer and Principal
Accounting Officer)
10