-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHWfw597X9YdZLMv7aGAZf0hoybpbVHFoHudyFjxVIM+zFz3xeB4b11uh/PK7PZ8 /83z4nLdGA0sHGnaSMSbNg== 0001144204-05-021433.txt : 20050713 0001144204-05-021433.hdr.sgml : 20050713 20050713164412 ACCESSION NUMBER: 0001144204-05-021433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050707 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050713 DATE AS OF CHANGE: 20050713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMAZON BIOTECH INC CENTRAL INDEX KEY: 0001088781 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 870416131 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26753 FILM NUMBER: 05952715 BUSINESS ADDRESS: STREET 1: 43 WEST 33RD STREET STREET 2: SUITE 405 CITY: NEW YORK STATE: NY ZIP: 84107 BUSINESS PHONE: (212) 695-3003 MAIL ADDRESS: STREET 1: 43 WEST 33RD STREET STREET 2: SUITE 405 CITY: NEW YORK STATE: NY ZIP: 84107 FORMER COMPANY: FORMER CONFORMED NAME: ASYST CORP DATE OF NAME CHANGE: 19990615 8-K 1 v021517_8-k.txt 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) July 7, 2005 ----------------------------- Amazon Biotech, Inc. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Utah 000-26753 87-041631 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 43 West 33rd Street, Suite 405, New York, NY 10001 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 695-3003 - -------------------------------------------------------------------------------- (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)) 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 2 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. Simcha Edell, MBA was appointed as our Chief Financial Officer on July 7, 2005. Previously, Mr. Edell served as head of finance and business development at Sightline Technologies Inc., a medical devices firm. During his tenure, he assisted Sightline in it fundraising efforts, brought products to market and developed strategic relationships.. Mr. Edell has also worked as a business consultant in various fields, including healthcare. No employment agreement has been entered into as of the date hereof. 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 Item 8.01 Other Events. Not applicable 3 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. Exhibit Number Description ------ ----------- 99.1 Press Release 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: July 13, 2005 By: /s/ Mechael Kanovsky, Ph.D. ------------------------------------- Mechael Kanovsky, Ph.D., President 4 EX-99.1 2 v021517_ex99-1.txt Exhibit 99.1 Press Release Amazon Biotech, Inc. Announces the Appointment of Simcha Edell, MBA as the Company's Chief Financial Officer Thursday July 7, 1:11 pm ET NEW YORK, July 7 /PRNewswire-FirstCall/ -- Amazon Biotech, Inc. (OTC Bulletin Board: AMZB - News), a pharmaceutical company developing and producing a potential immunomodulator drug, developed for use in the treatment of the HIV virus, today announced that it has appointed Simcha Edell, MBA as the company's Chief Financial Officer. Simcha Edell earned his Bachelors of Commerce at the University of Toronto, and his MBA from York University. He was head of finance and business development at SightLine Technologies Inc., a hi-tech firm developing medical devices. During his tenure, he assisted the company in its fundraising efforts, and brought products to market. He was instrumental in gaining the interest of multinational firms in the company's projects, and was successful in engaging a large U.S. firm (Boston Scientific Corp.) as a strategic partner. Mr. Edell has also worked as a business consultant in various fields, including healthcare. Dr. Mechael Kanovsky, President of Amazon Biotech, Inc. said "With his vast experience in business development and financing, I am confident that Mr. Edell will help the Company raise capital and develop strategies to maximize the company's potential and revenues". About Amazon Biotech, Inc. Amazon Biotech, Inc. is a natural plant pharmaceutical company, primarily developing immune modulator drugs. AMZ 0026 is the company's first such drug, to be used for the treatment of HIV/AIDS. The company intends to initiate Phase I/II clinical studies of AMZ 0026 shortly, with an eventual goal of a joint venture with a major pharmaceutical company in Phase III trials, or to seek to qualify for the FDA Fast Track program to market. Amazon Biotech specializes in natural plant pharmaceutical drugs and is focused on bringing healthier pharmaceutical drugs to market. Additional information on Amazon Biotech may be found at http://www.amazonbiotech.com. Forward-Looking Statements "Safe-Harbor" Statement Under the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, including statements regarding any potential sales of products as well as statements that include the words "believes," "expects," "anticipates," or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Amazon Biotech, to differ materially from those implied or expressed by such forward-looking statements. Such factors include, among others, the risk factors included in Amazon Biotech's reports filed with the Securities and Exchange Commission under the Exchange Act. This press release speaks as of the date first set forth above and Amazon Biotech assumes no responsibility to update the information included herein for events occurring after the date hereof. You may register to receive Amazon Biotech's future press releases and to be added to the Company's distribution list by visiting: http://www.roiny.com/form.php. Investor Relations Contact: Andrea Costa Robert Giordano ROI Group Associates, Inc. ROI Group Associates, Inc. Phone: (212) 495-0200 x14 Phone: (212) 495-0200 x10 Fax: (212) 495-0746 Fax: (212) 495-0746 acosta@roiny.com rgiordano@roiny.com http://www.roiny.com -----END PRIVACY-ENHANCED MESSAGE-----