Commission File Number:  333-70932

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

(Check one): |_| Form 10-KSB |_| Form 20-F |_| Form 11-K |X| Form 10-QSB
             |_| Form N-SAR

                       For Period Ended: April 30, 2006
                       |_| Transition Report on Form 10-K
                       |_| Transition Report on Form 20-F
                       |_| Transition Report on Form 11-K
                       |_| Transition Report on Form 10-Q
                       |_| Transition Report on Form N-SAR
                       For the Transition Period Ended: _______________

- --------------------------------------------------------------------------------
  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.
- --------------------------------------------------------------------------------

If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:__________________________________

PART I  -  REGISTRANT INFORMATION

Full Name of Registrant:                          AMAZON BIOTECH, INC.
Former Name if Applicable:
Address of Principal Executive Office
 (Street and Number):                             43 WEST 33RD STREET, SUITE 405
City, State and Zip Code:                         NEW YORK, NY 10001

PART II  -  RULES 12B-25(B) AND (C)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

      (a)   The reasons  described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

|X|   (b)   The subject annual report,  semi-annual report, transition report on
            Forms 10-KSB,  20-F, 11-K, Form N-SAR, or portion  thereof,  will be
            filed on or before the 15th calendar day  following  the  prescribed
            due date; or the subject  quarterly  report or transition  report on
            Form  10-QSB,  or  portion  thereof,  will be filed on or before the
            fifth calendar day following the prescribed due date; and

      (c)   The  accountant's  statement  or  other  exhibit  required  by  Rule
            12b-25(c) has been attached if applicable.




PART III  -  NARRATIVE

State  below in  reasonable  detail the reasons why Forms  10-KSB,  11-K,  20-F,
10-QSB,  N-SAR,  or the transition  report portion  thereof,  could not be filed
within the prescribed time period.

      There will be a delay in filing  the  Company's  Quarterly  Report on Form
10-QSB for the period ended April 30, 2006 because the Company needs  additional
time to complete the report and its auditors  need  additional  time to complete
the audit of the Company's  financial  statements for the period ended April 30,
2006.

PART IV  -  OTHER INFORMATION

(1)   Name  and  telephone  number  of  person  to  contact  in  regard  to this
      notification:

      MECHAEL KANOVSKY                           (212) 695-3003
      ------------------------------             ------------------------------
      (Name)                                     (Area Code) (Telephone number)

(2)   Have all other periodic  reports required under Section 13 or 15(d) of the
      Securities  Exchange Act of 1934 or Section 30 of the  Investment  Company
      Act of 1940 during the  preceding 12 months (or for such  shorter)  period
      that the  registrant  was required to file such  reports)  been filed?  If
      answer is no, identify report(s): [X] Yes [ ] No

(3)   Is it  anticipated  that any  significant  change in results of operations
      from the  corresponding  period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof: [ ] Yes [X] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                              AMAZON BIOTECH, INC.
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date: JUNE 14, 2006                       By: /s/ Mechael Kanovsky
      -------------                           ----------------------------------
                                              MECHAEL KANOVSKY, PH.D., PRESIDENT

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.




                                    ATTENTION

- --------------------------------------------------------------------------------
   INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                        VIOLATIONS (SEE 18 U.S.C. 1001).
- --------------------------------------------------------------------------------

1.    This form is required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
      Rules and Regulations under the Securities Exchange Act of 1934.

2.    One signed original and four conformed  copies of this form and amendments
      thereto  must be  completed  and filed with the  Securities  and  Exchange
      Commission,  Washington,  D.C.  20549,  in accordance with Rule 0-3 of the
      General Rules and Regulations under the Act. The information  contained in
      or filed  with the form  will be made a matter  of  public  record  in the
      Commission files.

3.    A manually  signed copy of the form and amendments  thereto shall be filed
      with each national securities exchange on which any class of securities of
      the registrant is registered.

4.    Electronic Filers. This form shall not be used by electronic filers unable
      to timely  file a report  solely due to  electronic  difficulties.  Filers
      unable  to  submit  a report  within  the time  period  prescribed  due to
      difficulties  in  electronic  filing should comply with either Rule 201 or
      Rule 202 of Regulation S-T (ss.232.201 or 32.202 of this chapter) or apply
      for an adjustment in filing date pursuant to Rule 13(b) of Regulation  S-T
      (ss.232.13(b) of this chapter).