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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2007
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AMAZON BIOTECH, INC.
(Exact name of issuer of securities held pursuant to the plan)
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Commission File Number 000-26753
Utah 87-0416131
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
43 West 33rd Street, Suite 405
New York, NY 1000
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (212) 947-3362
Not Applicable
(Former name or former address, if changed since last report)
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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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Item 8.01 Other Events.
The Company has received notice from the National Association of Securities
Dealers, Inc. (the "NASD") that effective at the opening of business on June 6,
2007, the Company has effected a reverse split of its outstanding voting
securities on a basis of one for three shares ("Reverse Split"). As a result of
the reverse stock split, each three shares of Common Stock outstanding will
automatically convert into one share of the Common Stock on June 6, 2007. No
fractional shares will be issued in connection with the Reverse Split, and
fractional shares resulting from the Reverse Split will be rounded up to the
nearest whole share.
The reverse stock split reduced the number of outstanding shares of the
Company's Common Stock. The number of shares of issued and outstanding common
stock of the Company before the Reverse Split was 46,288,134 shares of our
common stock and after the Reverse Split will be approximately 15,429,378. The
reverse stock split did not alter the par value of the Common Stock, which is
$0.001 per share, or modify any voting rights or other terms of the Common
Stock.
Once effective, each certificate representing shares of our common stock before
the Reverse Split will be deemed, for all corporate purposes, to evidence
ownership of the reduced number of shares of common stock resulting from the
Reverse Split.
All shareholders are advised that there is no need to send in their respective
stock certificate(s) and incur the transfer agent's $20 fee to exchange their
shares until they wish to dispose of their respective shares. The Company's
records will reflect that the reverse split is effective on each current stock
certificate number(s), and that the Cusip Number that appears on each
shareholders' current stock certificate(s) will entitle each stockholder to the
new post-split shares or any future capital adjustments that are made while
retaining possession of their respective stock certificate(s); however, if the
shareholders purchase or sell shares in the Company after the effective date of
the reverse split set by the NASD, they will be buying or selling post-split
shares.
If any stockholder desires to transfer their respective shares they are advised
to (i) forward their respective stock certificates to Interwest Transfer Company
("Interwest Transfer"), our transfer and registrar agent, whose address is 1981
East Murray Holladay Road, Salt Lake City, Utah 84117; (ii) include a required
transfer fee of $20 per each free trading stock certificate tendered, and $75
per each stock certificate that is imprinted with a "restricted" legend, that
must be paid by the stockholder to Interwest Transfer; and (iii) that no
signature or Medallion signature guarantee will be required on any stock
certificate where the stock certificate being tendered is being transferred into
the same name.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Description
Exhibit No.
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99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMAZON BIOTECH, INC.
By: /s/ Mechael Kanovsky
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Name: Mechael Kanovsky
Title: Chief Executive Officer
Date: June 4, 2007