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) SEPTEMBER 12, 2005
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AMAZON BIOTECH, INC.
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(Exact name of registrant as specified in its charter)
UTAH 0-26753 87-0416131
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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, NEW YORK 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))
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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.
(a), (c) Effective September 12, 2005, Angelo Chinnici, M.D. resigned his
positions as Chief Executive Officer and director of Amazon Biotech, Inc. due to
his desire to focus more of his attention on his private practice. Dr.
Chinnici's resignation was not based upon any disagreement with us on any matter
relating to our operations, policies or practices. Dr. Chinnici has been
appointed to our Scientific Advisory Board and will be involved in the Phase
I/II clinical studies of our HIV/AIDS drug known as AMZ 0026.
(b) Not applicable.
(d) On September 12, 2005, pursuant to a resolution, our Board of
Directors appointed Simcha Edell to our Board of Directors. Please refer to our
Current Report on Form 8-K dated July 13, 2005 for a description of Mr. Edell's
business experience.
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
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ITEM 8.01 OTHER EVENTS.
Not applicable.
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.
Not applicable.
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: September 13, 2005 By: /s/ Mechael Kanovsky, Ph.D.
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Mechael Kanovsky, Ph.D.,
President
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