UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 7, 2005
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Amazon Biotech, Inc.
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(Exact name of registrant as specified in its charter)
Utah 000-26753 87-041631
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
43 West 33rd Street, Suite 405, New York, NY 10001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 695-3003
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Not applicable
Item 1.02 Termination of a Material Definitive Agreement.
Not applicable
Item 1.03 Bankruptcy or Receivership.
Not applicable
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable
Item 2.02 Results of Operations and Financial Condition.
Not applicable
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Not applicable
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
Not applicable
Item 2.05 Costs Associated with Exit or Disposal Activities.
Not applicable
Item 2.06 Material Impairments.
Not applicable
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard: Transfer of Listing.
Not applicable
Item 3.02 Unregistered Sales of Equity Securities.
Not applicable
Item 3.03 Material Modification to Rights of Security Holders.
Not applicable
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Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
Not applicable
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Not applicable
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Not applicable
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Simcha Edell, MBA was appointed as our Chief Financial Officer on July 7,
2005. Previously, Mr. Edell served as head of finance and business development
at Sightline Technologies Inc., a medical devices firm. During his tenure, he
assisted Sightline in it fundraising efforts, brought products to market and
developed strategic relationships.. Mr. Edell has also worked as a business
consultant in various fields, including healthcare. No employment agreement has
been entered into as of the date hereof.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
Not applicable
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
Not applicable
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Not applicable
Section 6 - [Reserved]
Not applicable
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
Not applicable
Section 8 - Other Events
Item 8.01 Other Events.
Not applicable
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release
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 hereunto duly authorized.
AMAZON BIOTECH, INC.
(Registrant)
Date: July 13, 2005 By: /s/ Mechael Kanovsky, Ph.D.
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Mechael Kanovsky, Ph.D., President
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