-----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, HBUh+s8r0LMdAWPtv+HViZLL+08kfBON4zIFUMWkcv1b8y/5ptMLehTEzfsu/vix pYHGjDsL5vNEZ9aG/JGSXQ== 0001144204-07-014510.txt : 20070326 0001144204-07-014510.hdr.sgml : 20070326 20070326134207 ACCESSION NUMBER: 0001144204-07-014510 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070131 FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMAZON BIOTECH INC CENTRAL INDEX KEY: 0001088781 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870416131 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26753 FILM NUMBER: 07717463 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 10QSB 1 v069467_10qsb.txt 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 EX-31.1 2 v069467_ex31-1.txt EXHIBIT 31.1 CERTIFICATION I, Mechael Kanovsky, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Amazon Biotech, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: March 26, 2007 /s/ Mechael Kanovsky --------------------------- Mechael Kanovsky, President EX-31.2 3 v069467_ex31-2.txt EXHIBIT 31.2 CERTIFICATION I, Simcha Edell, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Amazon Biotech, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: March 26, 2007 /s/ Simcha Edell ------------------------------------- Simcha Edell, Chief Financial Officer EX-32.1 4 v069467_ex32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Amazon Biotech, Inc., a Utah corporation (the "Company"), on Form 10-QSB for the period ended January 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mechael Kanovsky, President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: March 26, 2007 /s/ Mechael Kanovsky ---------------------------------- Mechael Kanovsky, Ph.D., President EX-32.2 5 v069467_ex32-2.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Amazon Biotech, Inc., a Utah corporation (the "Company"), on Form 10-QSB for the period ended January 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Simcha Edell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: March 26, 2007 /s/ Simcha Edell ------------------------------------- Simcha Edell, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----