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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 April 30, 2005
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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) 947-3362
(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 June 10, 2005, 27,880,634 shares of our common stock were outstanding.
Transitional Small Business Disclosure Format: Yes |_| No |X|
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PART 1: FINANCIAL INFORMATION
ITEM 1 - CONDENSED FINANCIAL STATEMENTS
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
BALANCE SHEET
April 30, July 31,
2005 2004
------------ -----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 53,355 $ 1,096
------------ -----------
Total Current Assets 53,355 1,096
OFFICE EQUIPMENT, net of accumulated depreciation of $1,450
and $509 at April 30, 2005 and December 31, 2004, respectively 4,801 2,542
INTANGIBLE ASSETS - Production rights 300 300
------------ -----------
Total Assets $ 58,456 $ 3,938
============ ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Demand note payable $ 48,000 $ 50,000
Accounts payable 28,276 7,257
Accrued expenses 20,365 8,000
Accrued expenses - officers 19,950 52,199
Loan from officer 64,045 41,045
------------ -----------
Total Current Liabilities 180,636 158,501
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 27,880,634 and 24,640,634 shares
at April 30, 2005 and July 31, 2004, respectively 27,881 24,641
Additional contributed capital 8,936,569 7,727,159
Deficit accumulated during the development stage (9,086,630) (7,906,363)
------------ -----------
Stockholders' Deficiency (122,180) (154,563)
------------ -----------
Total Liabilities and Stockholders' Deficiency $ 58,456 $ 3,938
============ ===========
See accompanying notes to financial statements.
F-1
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Period
October 10, 2002
Three Months Ended Nine Months Ended (Inception)
April 30, April 30, to
---------------------------- ------------------------------ April 30,
2005 2004 2005 2004 2005
----------- ------------ ------------ ------------- -----------
ADMINISTRATIVE EXPENSES
Consulting fees $ 13,600 $ 2,000 $ 41,552 $ 2,000 $ 79,042
Consulting fees-officers 47,150 115,453 121,751 115,453 359,451
Stock based compensation 453,600 42,900 797,400 42,900 8,280,400
Other general office expenses 95,726 44,985 218,623 44,985 366,287
Depreciation 433 45 941 45 1,450
----------- ------------ ------------ -------------- ------------
Total Administrative Expenses 610,509 205,383 1,180,267 205,383 9,086,630
----------- ------------ ------------ ------------- ------------
NET LOSS FOR THE PERIOD $ (610,509) $ (205,383) $ (1,180,267) $ (205,383) $ (9,086,630)
=========== ============ ============ ============= ============
NET LOSS PER COMMON
SHARE (Basic and diluted) $ (0.02) $ (0.05) $ (0.05) $ (0.05) $ (0.63)
=========== ============ ============ ============= ============
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 27,478,856 3,904,508 25,843,418 3,904,508 14,458,621
=========== ============ ============ ============= ============
See accompanying notes to financial statements.
F-2
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative
Inception
(October 10, 2002)
For The Nine Months Ended April 30, to
2005 2004 April 30, 2005
-------------- ------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,180,267) $ (205,383) $ (9,086,630)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock based compensation 797,400 42,900 8,280,400
Depreciation expense 941 45 1,450
Operating expenses paid by officer 37,045
Changes in assets and liabilities:
Increase in accounts payable 21,019 28,276
Increase in accrued expenses 12,365 3,486 20,365
(Decrease) increase in accrued expenses - officers (32,249) 19,950
-------------- ------------ --------------
Net cash used in operating activities (380,791) (158,952) (699,144)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment (3,200) (1,051) (6,251)
-------------- ------------ --------------
Net cash used in investing activities (3,200) (1,051) (6,251)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from demand note payable 43,000 93,000
Payments on demand note payable (22,000) (22,000)
Proceeds from officer loan 1,500 11,500
Repayment of officer loan (1,500) (7,500)
Proceeds from issuance of common stock 415,250 192,000 683,750
------------- ------------ --------------
Net cash provided by financing activities 436,250 192,000 758,750
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Net increase in cash 52,259 31,997 53,355
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CASH AT BEGINNING OF PERIOD 1,096
------------- ------------ --------------
CASH AT END OF PERIOD $ 53,355 $ 31,997 $ 53,355
============= ============ -=============
See accompanying notes to financial statements.
F-3
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
Cumulative
Inception
(October 10, 2002)
For The Nine Months Ended April 30, to
2005 2004 April 30, 2005
-------------- ------------- --------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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 consulting services $ 797,400 $ 42,900 $ 8,280,400
============= ============ =============
Demand note payable paid by officer $ 23,000 $ $ 23,000
============= ============ =============
See accompanying notes to financial statements.
F-4
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
NOTES TO FINANCIAL STATEMENTS
April 30, 2005
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 and nine
months ended April 30, 2005 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 from officer increased by $24,500 as an officer personally
repaid a $23,000 loan received from an individual during the nine
months ended April 30, 2005 and loaned the Company $1,500 during the
three months ended January 31, 2005. During the three months ended
April 30, 2005 the Company repaid the $1,500. As of April 30, 2005,
the amount due is $64,045. The loans are non-interest bearing and
have no stated terms of repayment.
During the three months ended April 30, 2005, approximately $97,000
received in the issuance of common stock pursuant to the Securities
Purchase Agreements, discussed in Note C, was used for payment of
consulting fees to officers. Consulting fees-officers for the nine
and three months ended April 30, 2005 amounted to $121,751 and
$47,150, respectively. Accrued expenses - officers at April 30, 2005
and December 31, 2004 amounted to $19,950 and $52,199, respectively.
NOTE C - ISSUANCE OF COMMON STOCK
On November 2, 2004 and December 15, 2004, the Company entered into
two Securities Purchase Agreements to issue a total of 200,000 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, and one warrant to purchase one share of common stock at
$0.72 per share.
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. Stock based compensation
of $253,800 was recorded based on $0.47 per share.
On November 30, 2004, the Company authorized the issuance of 180,000
shares of its common stock upon entering into two consulting
agreements of which one of the agreements is with the President of
the Company. 20,000 shares of the stock were issued to the President
of the Company. Stock based compensation of $90,000 was recorded
based on $0.50 per share.
On February 3, 2005, the Company authorized the issuance of
1,500,000 shares of its common stock in connection with a consulting
agreement into which the Company entered. Stock based compensation
of $420,000 was recorded based on $0.28 per share.
F-5
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
NOTES TO FINANCIAL STATEMENTS
April 30, 2005
NOTE C - ISSUANCE OF COMMON STOCK (CONTINUED)
On February 3, 2005, the Company authorized the issuance of 120,000
shares of its common stock for consulting services, of which 100,000
shares were issued to the President of the Company. Stock based
compensation of $33,600 was recorded based on $0.28 per share.
On February 24, 2005, the Company entered into a Securities Purchase
Agreement to issue 200,000 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, and one warrant to
purchase one share of common stock at $0.72 per share.
On March 7, 2005, the Company entered into a Securities Purchase
Agreement to issue 300,000 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 $1.13 per share. Costs incurred in the
private placement totaling $29,750 have been charged to additional
contributed capital.
On April 20, 2005, the Company entered into a Securities Purchase
Agreement to issue 200,000 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 $1.13 per share. Costs incurred in the
private placement totaling $5,000 have been charged to additional
contributed capital. None of the shares have been issued at April
30, 2005, however, all of the shares have been included in the
shares outstanding at April 30, 2005.
NOTE D - GOING CONCERN
As shown in the accompanying financial statements, the Company has
incurred cumulative net operating losses of $9,086,630 since
inception, has negative working capital, stockholders' deficiency,
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.
F-6
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, 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
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.
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.
2
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 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 April 30, 2005, we had a working capital deficit of
$127,281. 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. Since the commencement of our fiscal year, we have raised
approximately $415,000 in gross proceeds from the sale of common stock and
warrants. 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 $3,500,000 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 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 Amazon
Biotech 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.
3
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES
(a)
1. We incorporate by reference our current report on Form 8-K
filed March 15, 2005.
2. We incorporate by reference our current report on Form 8-K
filed April 26, 2005.
3. Effective February 3, 2005, we issued an aggregate of
120,000 shares pursuant to two consulting agreements, including 100,000 shares
to our president, for services rendered. The issuance was exempt under Section
4(2) of the Securities Act of 1933, as amended.
4. On April 20, 2005, Amazon Biotech closed a private placement for
the sale of 200,000 units at a price of $0.50 per unit, each unit consisting of
one share of Amazon Biotech common stock and one warrant to purchase one share
of common stock at an exercise price of $1.13 per share. Amazon Biotech received
$100,000 in gross proceeds from the sale of the units and may receive additional
gross proceeds of approximately $226,000 from the exercise of the unit warrants.
It is possible that none of the unit warrants will ever be exercised. In
connection with the offer and sale of the units, Amazon Biotech relied on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended. Amazon Biotech agreed to file a registration statement
covering the secondary offering and resale of the shares and the shares
underlying the unit warrants issued as part of the units within eighty days of
the closing of the sale of the units.
(b) None.
(c) None.
ITEM 3 - DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
Item
No. Description Method of Filing
- ---- ----------- ----------------
31.1 Certification of Angelo Chinnici, M.D. Filed electronically
pursuant to Rule 13a-14(a) herewith.
31.2 Certification of Mechael Kanovsky, Ph.D. Filed electronically
pursuant to Rule 13a-14(a) herewith.
32.1 Chief Executive Officer Certification Filed electronically
pursuant to 18 U.S.C. ss. 1350 adopted herewith.
pursuant to Section 906 of the Sarbanes
Oxley Act of 2002
32.2 Chief Financial Officer Certification Filed electronically
pursuant to 18 U.S.C. ss. 1350 adopted herewith.
pursuant to Section 906 of the Sarbanes
Oxley Act of 2002
4
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.
June 14, 2005 /s/ Angelo Chinnici, M.D.
--------------------------
Angelo Chinnici, M.D.
Chief Executive Officer
(Principal Executive Officer)
June 14, 2005 /s/Mechael Kanovsky, Ph.D.
---------------------------
Mechael Kanovsky, Ph.D.
President
(Principal Financial Officer and
Principal Accounting Officer)
5