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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, 2005
|_| 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 |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
As of December 19, 2005, 30,580,634 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 SHEETS
October 31, July 31,
2005 2005
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ $ 696
------------ ------------
Total Current Assets 696
OFFICE EQUIPMENT, net of accumulated depreciation of $2,662
and $2,055 at October 31, 2005 and July 31, 2005, respectively 4,625 5,232
INTANGIBLE ASSETS - Production rights 300 300
------------ ------------
Total Assets $ 4,925 $ 6,228
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Bank overdraft $ 361
Demand note payable 53,000 $ 53,000
Accounts payable 60,789 65,852
Accrued consulting fees - officers 94,300 46,750
Accrued payroll taxes 71,073 71,001
Accrued expenses 50,465 36,766
Loans from officer 72,945 68,045
Deposit to acquire common stock 100,000 100,000
------------ ------------
Total Current Liabilities 502,933 441,414
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
31,864,634 and 29,240,634 shares at October 31, 2005
and July 31, 2005, respectively 31,865 29,241
Additional contributed capital 9,848,144 9,358,203
Deficit accumulated during the development stage (10,378,017) (9,822,630)
------------ ------------
Stockholders' Deficiency (498,008) (435,186)
------------ ------------
Total Liabilities and Stockholders' Deficiency $ 4,925 $ 6,228
============ ============
See accompanying notes to financial statements.
F-1
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
STATEMENTS OF OPERATIONS (UNAUDITED)
Cumulative
For the Three Months Ended Inception
October 31, (October 10, 2002)
---------------------------- to
2005 2004 October 31, 2005
------------ ------------ ------------
ADMINISTRATIVE EXPENSES
Stock based compensation $ 570,500
Stock issued for services $ 466,000 8,693,894
Consulting fees 3,000 $ 5,252 69,890
Consulting fees-officers 48,450 53,484 453,551
Other general office expenses 37,330 35,705 587,520
Depreciation 607 254 2,662
------------ ------------ ------------
Total Administrative Expenses 555,387 94,695 10,378,017
------------ ------------ ------------
NET LOSS $ (555,387) $ (94,695) $(10,378,017)
============ ============ ============
NET LOSS PER SHARE OF COMMON
STOCK (Basic and diluted) $ (0.02) $ (0.01) $ (0.60)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 30,660,504 24,640,634 17,427,436
============ ============ ============
See accompanying notes to financial statements.
F-2
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative
For the Three Months Ended Inception
October 31, (October 10, 2002)
----------------------------- to
2005 2004 October 31, 2005
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (555,387) $ (94,695) $(10,378,017)
Stock based compensation 570,500
Stock issued for services 466,000 8,693,894
Depreciation expense 607 254 2,662
Operating expenses paid by officer 37,045
Changes in assets and liabilities:
Increase in accounts payable 21,502 2,445 87,354
Increase in accrued consulting
fees -officers 47,550 29,284 94,300
Increase in accrued payroll taxes 72 71,073
Increase in accrued expenses 13,699 17,180 50,465
------------ ------------ ------------
Net cash used in operating activities (5,957) (45,532) (770,724)
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 361 1,436 361
Proceeds from demand note payable 43,000 98,000
Payments on demand note payable (22,000)
Proceeds from loan from officer 4,900 20,400
Payments on loan from officer (7,500)
Proceeds from deposit to acquire stock 100,000
Proceeds from issuance of common stock 588,750
------------ ------------ ------------
Net cash provided by financing activities 5,261 44,436 778,011
------------ ------------ ------------
Net increase (decrease) in cash (696) (1,096)
CASH AT BEGINNING OF PERIOD 696 1,096
------------ ------------ ------------
CASH AT END OF PERIOD $ $ $
============ ============ ============
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
For the Three Months Ended Inception
October 31, (October 10, 2002)
----------------------------- to
2005 2004 October 31, 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 services $ 466,000 $ $ 8,693,894
============ ============ ============
Demand note payable paid by officer $ $ 23,000 $ 23,000
============ ============ ============
Issuance of common stock for in payment of
accounts payable $ 26,565 $ $ 26,565
============ ============ ============
See accompanying notes to financial statements.
F-4
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
NOTES TO FINANCIAL STATEMENTS
October 31, 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 ended October
31, 2005 are not necessarily indicative of the results that may be
expected for the year ending July 31, 2006. 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, 2005.
NOTE B - RELATED PARTY TRANSACTIONS
Loans from officer increased by $4,900 during the three months ended
October 31, 2005, as an officer made loans to the company for working
capital.
NOTE C - ISSUANCE OF COMMON STOCK
On August 18, 2005, the Company authorized the issuance of 750,000 shares
of common stock under an S-8 filing with the Securities and Exchange
Commission to a consultant for services rendered. Stock for services of
$127,500 was recorded based on $0.17 per share.
On September 10, 2005, the Company issued 204,000 shares of common stock
under an S-8 filing with the Securities and Exchange Commission at
$0.13022 per share as payment for accounts payable in the amount of
$26,565.
On September 13, 2005, the Company authorized the issuance of 1,250,000
shares of common stock to a consultant for services rendered. Stock for
services of $212,500 was recorded based on $0.17 per share. At October 31,
2005, 850,000 shares of common stock have yet to be issued, however they
have been included in shares issued and outstanding at October 31, 2005.
On October 26, 2005, the Company authorized the issuance of 420,000 shares
of common stock under an S-8 filing with the Securities and Exchange
Commission to a consultant for services rendered. Stock for services of
$126,000 was recorded based on $0.30 per share. The shares were issued in
November 2005 and have been included in shares issued and outstanding at
October 31, 2005.
F-5
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
(Formerly ASYST Corporation)
NOTES TO FINANCIAL STATEMENTS
October 31, 2005
NOTE D - GOING CONCERN
As shown in the accompanying financial statements, the Company has
incurred cumulative net operating losses of $10,378,017 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.
NOTE E - SUBSEQUENT EVENT
On November 17, 2005, the Company entered into a Letter of Intent to enter
into a possible joint venture with Punzi Medical Center ("PMC") in
connection with Amazon Biotech, Inc.'s ("Amazon") efforts to obtain from
the United States Food and Drug Administration ("FDA") approval of AMZ0026
currently under development by Amazon. Subject to the terms and conditions
of the agreement, PMC shall (a) fund all costs and expenses incurred in
connection with the clinical trials, (b) make its facilities available for
the conduct of the clinical trials, and (c) provide consulting services to
Amazon with respect to the conduct of the clinical trials and their
approval by the FDA. In consideration for the obligations of PMC, Amazon
shall pay to PMC royalties equal to an agreed upon percentage of the net
revenues generated by any sales of AMZ0026 during an agreed upon time
period following the FDA's final approval.
F-6
ITEM 2 -MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
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 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 Philip Drachman, 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.
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 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
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
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 eight 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 October 31, 2005, we have a working capital deficit of
$502,933. 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. We raised approximately $350,000 in gross proceeds from the sale of
common stock and warrants in our fiscal year ending 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 $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 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 - UNREGISTERED SALES OF EQUITY SECURITIES
On September 13, 2005 we authorized the issuance of 1,250,000 shares of
common stock to a consultant for services rendered. On September 27, 2005,
400,000 of these shares were issued. The issuance was exempt under Section 4(2)
of the Securities Act of 1933, as amended.
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 Mechael Kanovsky, Ph.D. Filed electronically herewith.
pursuant to Rule 13a-14(a)
31.2 Certification of Simcha Edell pursuant to Filed electronically herewith.
Rule 13a-14(a)
32.1 Chief Executive Officer Certification Filed electronically herewith.
pursuant to 18 U.S.C. ss. 1350 adopted
pursuant to Section 906 of the Sarbanes
Oxley Act of 2002
32.2 Chief Financial Officer Certification Filed electronically herewith.
pursuant to 18 U.S.C. ss. 1350 adopted
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.
December 21, 2005 /s/ Mechael Kanovsky, Ph.D
---------------------------
Mechael Kanovsky, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
December 21, 2005 /s/Simcha Edell
---------------------------
Simcha Edell
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
5