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 January 31, 2007
----------------
[_] 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 __
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes |_| No |X|
APPLICABLE ONLY TO CORPORATE ISSUERS
As February 28, 2007, 43,688,134 shares of our common stock were outstanding.
Transitional Small Business Disclosure Format: Yes __ No X
=============================================================
PART 1: FINANCIAL INFORMATION
ITEM 1 - CONDENSED FINANCIAL STATEMENTS
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
January 31, July 31,
2007 2006
------------ ------------
(Unaudited) (Restated)
ASSETS
CURRENT ASSETS
Cash $ 833 $ 10,158
Current portion of prepaid consulting expenses 302,984 572,314
------------ ------------
Total Current Assets 303,817 582,472
OFFICE EQUIPMENT, net of accumulated depreciation of $5,699
and $4,484 at January 31, 2007 and July 31, 2006, respectively 1,588 2,803
OTHER ASSETS
Long term portion of prepaid consulting expenses 72,465 183,333
Intangible assets - Production rights 300 300
------------ ------------
Total Assets $ 378,170 $ 768,908
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable $ 106,629 $ 58,401
Accrued consulting fees - officers 267,100 176,800
Accrued payroll taxes 82,047 79,317
Accrued expenses 36,724 61,296
Due to affiliated companies 18,675 14,250
Loan payable 23,400 23,400
Loans from officer 182,425 158,655
Deposit to acquire common stock 140,000 130,000
------------ ------------
Total Current Liabilities 857,000 702,119
STOCKHOLDERS' EQUITY (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; 45,293,134 and 43,025,634
shares issued and outstanding at January 31, 2007
and July 31, 2006, respectively 45,293 43,026
Additional contributed capital 12,701,278 12,516,620
Deficit accumulated during the development stage (13,225,401) (12,492,857)
------------ ------------
Stockholders' Equity (Deficiency) (478,830) 66,789
------------ ------------
Total Liabilities and Stockholders' Equity (Deficiency) $ 378,170 $ 768,908
============ ============
See accompanying notes to financial statements.
2
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS (UNAUDITED)
Cumulative:
Inception
For the Three Months Ended For the Six Months Ended (October 10,
January 31, January 31, 2002) to
---------------------------- ---------------------------- January 31,
2007 2006 2007 2006 2007
------------ ------------ ------------ ------------ ------------
COSTS AND EXPENSES
Stock based compensation $ -- $ 23,250 $ -- $ 23,250 $ 893,750
Stock issued for services 142,500 150,800 144,425 616,800 10,006,619
Amortization of consulting fees 202,196 20,000 400,198 20,000 661,301
Consulting fees -- 3,000 8,541 6,000 109,061
Consulting fees-officers 47,400 74,150 94,800 122,600 686,251
Other general office expenses 47,595 35,218 83,338 72,548 859,113
Interest expense -- -- 27 -- 3,607
Depreciation 608 607 1,215 1,214 5,699
------------ ------------ ------------ ------------ ------------
Total Costs and Expenses 440,299 307,025 732,544 862,412 13,225,401
------------ ------------ ------------ ------------ ------------
NET LOSS $ (440,299) $ (307,025) $ (732,544) $ (862,412) (13,225,401)
============ ============ ============ ============ ============
NET LOSS PER SHARE OF COMMON
STOCK (Basic and diluted) $ (0.01) $ (0.01) $ (0.02) $ (0.03) $ (0.54)
============ ============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 44,513,243 31,736,156 43,772,267 31,198,330 24,509,549
============ ============ ============ ============ ============
See accompanying notes to financial statements.
3
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative:
Inception
For the Six Months Ended (October 10,
January 31, 2002) to
---------------------------- January 31,
2007 2006 2007
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (732,544) $ (862,412) $(13,225,401)
Stock based compensation -- 23,250 893,750
Stock issued for services 144,425 616,800 10,006,619
Depreciation expense 1,215 1,214 5,699
Amortization of consulting fees 400,198 20,000 661,301
Operating expenses paid by officer 37,045
Changes in assets and liabilities:
Increase in accounts payable 70,728 28,242 227,031
Increase in accrued consulting
fees -officers 90,300 118,500 290,500
Increase in accrued payroll taxes 2,730 648 82,047
Increase (Decrease) in accrued expenses (24,572) 36,477 41,974
Increase in due to affiliated companies 4,425 -- 13,425
------------ ------------ ------------
Net cash used in operating activities (43,095) (17,281) (966,010)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment (7,287)
------------ ------------ ------------
Net cash used in investing activities (7,287)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from demand note payable 98,000
Payments on demand note payable (25,000)
Proceeds from loan from officer 23,950 17,010 88,260
Payments on loan from officer (180) (15,880)
Proceeds from deposit to acquire stock 10,000 -- 240,000
Proceeds from issuance of common stock 588,750
------------ ------------ ------------
Net cash provided by financing activities 33,770 17,010 974,130
------------ ------------ ------------
Net increase (decrease) in cash (9,325) (271) 833
CASH AT BEGINNING OF PERIOD 10,158 696
------------ ------------ ------------
CASH AT END OF PERIOD $ 833 $ 425 $ 833
============ ============ ============
See accompanying notes to financial statements.
4
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
Cumulative:
Inception
For the Six Months Ended (October 10,
January 31, 2002) to
---------------------------- January 31,
2007 2006 2007
------------ ------------ ------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid for interest $ 27 $ $ 3,607
=========== ============= ===========
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 stock based
compensation $ $ 23,250 $ 893,750
=========== ============= ===========
Issuance of common stock for services $ 144,425 $ 616,800 $10,006,619
=========== ============= ===========
Demand note payable paid by officer $ $ 50,000 $ 73,000
=========== ============= ===========
Issuance of common stock for prepaid
consulting fees $ 20,000 $ 120,000 $ 1,036,750
=========== ============= ===========
Issuance of common stock for payment of
accounts payable $ 22,500 $ 39,102 $ 120,402
=========== ============= ===========
Payoff accrued consulting fees - officer with
loan payable $ $ $ 23,400
=========== ============= ===========
Issuance of common stock and reduction of
deposits to acquire common stock $ $ $ 100,000
=========== ============= ===========
See accompanying notes to financial statements.
5
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
January 31, 2007
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 and six month
periods ended January 31, 2007 are not necessarily indicative of the
results that may be expected for the year ending July 31, 2007. For
further information, refer to the financial statements and footnotes
thereto included in the Amazon Biotech, Inc. annual report on Form
10-KSB/A for the year ended July 31, 2006.
NOTE B - RELATED PARTY TRANSACTIONS
Loans from officer increased by $23,770 during the six months ended
January 31, 2007, as an officer made loans to the company for
working capital in the amount of $23,950 and was repaid $180.
NOTE C - ISSUANCE OF COMMON STOCK
On September 27, 2006 the Company authorized the issuance of 17,500
shares of common stock to a consultant for services rendered. Stock
for services of $1,925 was recorded based on $0.11 per share. At
January 31, 2007, the Company owes the consultant a balance of
$1,075, pursuant to the consulting agreement, which is included in
accrued expenses.
On November 1, 2006 the Company entered into a consulting agreement
for a term of one year, whereby it was to issue 250,000 shares of
common stock. Prepaid consulting fees of $22,500 were recorded based
on $0.09 per share. The shares were included in an S-8 filing with
the Securities and Exchange Commission.
On December 6, 2006, the Company authorized the issuance of 250,000
shares of common stock under an S-8 filing with the Securities and
Exchange Commission at $0.09 per share as payment for accrued legal
services in the amount of $22,500
On December 7, 2006, the Company authorized the issuance of
1,750,000 shares of common stock to a consultant upon receipt of a
written preliminary research report and proposal for the procurement
of licensing rights for the sale of the Company's AIDS drug
preparation. Stock for services of $140,000 was recorded based on
$0.08 per share. The shares were included in an S-8 filing with the
Securities and Exchange Commission.
Included in shares of common stock outstanding at January 31, 2007,
are 3,605,000 shares authorized for issuance by the Directors of the
Company which have not been issued by the Company's stock transfer
agent.
6
AMAZON BIOTECH, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
January 31, 2007
NOTE D - GOING CONCERN
As shown in the accompanying financial statements, the Company has
incurred cumulative net operating losses of $13,225,401 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 - CONSULTING AGREEMENT
On November 1, 2006 the Company entered into a consulting agreement
with Yossi Tzairi for a term of one year whereby
250,000 shares of common stock were issued on execution of the
agreement. The Company is also obligated to issue an additional
1,750,000 shares of common stock to this consultant upon receipt of
a written preliminary research report and proposal for the
procurement of licensing rights for the sale of the Company's AIDS
drug preparation. See Note C. The contract also calls for the
consultant to receive an additional 4,500,000 shares of common stock
upon the receipt of a signed contract on licensing and marketing
rights for the Company's AIDS drug. The shares are to be included in
an S-8 filing with the Securities and Exchange Commission.
NOTE F - SUBSEQUENT EVENTS
On February 6, 2007, the Company entered into a one year agreement
with Danny Smolowitz, a consultant for the purpose of finding an
executive officer for the Company. The agreement provides for the
consultant to be issued 3,000,000 shares of common stock upon the
Company's receipt of a signed confirmation of intent with an
executive to act as President and Director of the Company. In
addition, the agreement provides that the consultant to be issued an
additional 2,000,000 shares of common stock upon the Company's
receipt of a signed letter of agreement with said executive.
7
ITEM 2 -MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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 as well as the "Risk Factors" set forth in Section 1A of our annual
report on Form 10-KSB, which are incorporated herein by reference. 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/II clinical trials of our AMZ 0026 drug.
We are a development stage 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.
8
AMZ 0026 works as an Immune Modulator. Most conventional HIV/AIDS drugs
attack the HIV virus by slowing down its rate of multiplication. Immune
modulators, on the other hand, do not directly attack the virus: rather, they
act in various ways to boost the patient's immune system.
AMZ 0026 was developed by a group of scientists after many 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.
To help substantiate this immune modulator claim, AMZ0026 has been granted
an IND (investigational new drug) status and is approved for Phase I/II clinical
studies by the FDA, which will be initiated shortly after we receive sufficient
operating capital. This is the first case of an IND being given to plant
pharmaceutical drug specifically for HIV/AIDS, probably a function of the FDA's
interest to rapidly expedite potential drugs for this clinical area, and a
testimonial to the drug's apparent safety.
The company has the eventual goal of a joint venture with another
pharmaceutical company to conduct Phase III trials.
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
following the Phase I/II clinical study of AMZ 0026.
We have also developed a sister formula HIV/AIDS drug candidate
(AMZ0026-H) as well as a new drug for the treatment of breast cancer (AZC0027).
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 and office 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. We had no revenues for the three month period ended January 31,
2007 or since inception. 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 anticipate that we will need at least $2,000,000 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.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements.
9
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 with the exception of those controls surrounding
the issuance of the Company's common stock.
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.
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES
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 Mechael Kanovsky, Ph.D. pursuant to Filed electronically herewith.
Rule 13a-14(a)
- -------------- -------------------------------------------------------- ---------------------------------
31.2 Certification of Simcha Edell pursuant to Rule Filed electronically herewith.
13a-14(a)
- -------------- -------------------------------------------------------- ---------------------------------
32.1 Chief Executive Officer Certification pursuant to Filed electronically herewith.
18U.S.C. ss. 1350 adopted pursuant to Section 906 of
the Sarbanes Oxley Act of 2002
- -------------- -------------------------------------------------------- ---------------------------------
32.2 Chief Financial Officer Certification pursuant to 18 Filed electronically herewith.
U.S.C. ss. 1350 adopted pursuant to Section 906 of the
Sarbanes Oxley Act of 2002
- -------------- -------------------------------------------------------- ---------------------------------
10
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.
March 26, 2007 /s/ Mechael Kanovsky, Ph.D.
------------------------------------------
Mechael Kanovsky, Ph.D.
President and Chief Executive Officer
Principal Executive Officer)
March 26, 2007 /s/Simcha Edell
------------------------------------------
Simcha Edell
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
11