U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                 For the fiscal year ended July 31, 2006

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                 For the transition period from ___________ to _____________

                         Commission File Number: 0-26753

                              AMAZON BIOTECH, INC.
           (Name of small business issuer 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, including zip code)

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<CAPTION>
<S>                                                                <C>
     Registrant's telephone number, including area code:           (212) 695-3003
     Securities registered pursuant to Section 12(b) of the Act:   None
     Securities registered pursuant to Section 12(g) of the Act:   $.001 par value common stock
</TABLE>

                               -------------------

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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|_|

      Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

      The issuer's revenues for the most recent fiscal year were $0.

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant was approximately $3,802,582 as of October
11, 2006. Shares of common stock held by each officer and director and by each
person or group who owns 10% or more of the outstanding common stock amounting
to 10,170,000 shares have been excluded in that such persons or groups may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

      As of October 11, 2006, 39,420,634 shares of our common stock were issued
and outstanding.

      Documents Incorporated by Reference: None.

      Transitional Small Business Disclosure Format: No.


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                                EXPLANATORY NOTE

This Amendment to Annual Report on Form 10KSB for the fiscal year ended July 31,
2006 (10KSB/A) is being filed to restate financial results for such period to
reflect the authorization by the Company's directors to issue 3,175,000 shares
of common stock of which only 2,600,000 were issued at July 31, 2006.

<PAGE>

                                     PART I

Item 1.   Description of Business

Our Company

      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/AIDS 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, e.g. HIV.

      Our executive offices currently consist of shared office space located at
43 West 33rd Street, Suite 405, New York, NY 10001 and telephone number (212)
947-3362, and shared offices at Ofer Building, 5 Nahum Hefzadi Street,
Jerusalem, Israel 95484. We maintain a website at www.amazonbiotech.com.

Our Business

Corporate History

      In 1994, Advanced Plant Pharmaceutical, Inc., a Delaware corporation,
developed an investigational new drug now knows as AMZ0026. On June 5, 2003,
Amazon Biotech, Inc., a Delaware corporation, purchased the assets of Advanced
Plant Pharmaceutical, Inc., including its AMZ0026 drug and all accompanying
rights.

      On February 20, 2004, we 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, we
issued 16,000,000 shares of our common stock to the stockholders of Amazon
(Delaware) in exchange for all of the outstanding shares of common stock of
Amazon (Delaware).

      On March 10, 2004, we amended our articles of incorporation to change our
name to "Amazon Biotech, Inc."

Background Information

      The HIV/AIDS Disease

      HIV/AIDS is a disease that has the effect of hindering the body's immune
response system, allowing for opportunistic infections and diseases, such as
tuberculosis, to overwhelm the body's immune response to disease. It does this
by infecting and killing the CD4+ T-lymphocytes of the immune system, which
becomes consequently unable to deal with other infections, or proliferating
cancer cells. There are two variants of the disease, known as HIV-1 and HIV-2,
which share certain structural similarities, but differ greatly in certain types
of proteins that produce the effects of AIDS. HIV-1 is more common and has a
shorter time between infection and the onset of the symptoms of AIDS, and is
more easily transmitted. Transmission can occur through sexual contact, maternal
transmission to infants either in utero or through breastfeeding, or from
receiving blood transfusion from, or sharing hypodermic needles with, infected
persons. A substantial decline in CD4+ T cells leaves the body vulnerable to
certain cancers. Currently there are no known cures for AIDS. However,
treatments can slow down the rate at which the HIV/AIDS virus weakens the immune
system.

      The HIV-1 virus particle has an outer envelope, which is studded with
projections of clusters of glycoprotein molecules, surrounding a dense conical
core containing the genomic material. Once received into the bloodstream (by any
of the means described above, for example), the virus essentially "docks" with a
lymphocyte cell and injects its viral core into the cell. The virus, in effect,
hijacks the cell's metabolism, using it to replicate itself so that thousands of
new particles are released into the bloodstream, and the cell dies. These
particles go on to infect other cells, in a kind of chain reaction. Cells can
also be infected by contact with infected cells, owing to certain proteins
transmitted by contact. Some virus particles can become trapped in the lymph
nodes, where they can remain for long periods and infect other cells.
Eventually, so many lymphocyte cells are infected and destroyed that the body's
immune system collapses.


<PAGE>

      The HIV-1 virus is variable, in that there are two known strains and
numerous subtypes (10 of which have been identified to date), each of which is
believed to have developed in a certain part of the world. Each of these
subtypes is generally associated with a certain type of transmission, such as
drug abuse, or sexual transmission. The subtypes differ by slight variations in
the glycoproteins, which mean that any effective vaccine will have to deal with
all of these variations.

      HIV/AIDS Market Size - Demographics

      Global Statistics

      According to the report of the Joint United Nations Programme on HIV/AIDS
from June 2006, 38.6 million people are estimated to be living with HIV/AIDS. Of
these, 36.3 million are adults and 2.3 million are children under the age of 15
years. Approximately two-thirds of these people (24.5 million) live in
sub-Saharan Africa; another 21.5 percent (8.3 million) live in Asia.

      In 2005, approximately 4.1 million people acquired HIV, including 3.6
million adults and 540,000 children. HIV/AIDS associated illnesses caused the
deaths of an estimated 2.8 million people worldwide, including an estimated
380,000 children 15 years old and younger. There are 14,000 people infected each
day with HIV around the globe.

      According to Datamonitor

(http://www.datamonitor.com/~2e28fa5e6c0c425d9f72f56e068a4cc3~/Products/Free/
Report/DMHC1917/020DMHC1917.htm), approximately 50% of people living with
HIV/AIDS are undiagnosed and untreated.

      United States Statistics

      The Centers for Disease Control and Prevention, or CDC, reported the
following trends in the United States
(http://www.cdc.gov/hiv/resources/factsheets/PDF/At-A-Glance.pdf):

      o     As of the end of 2003, 1,039,000 to 1,185,000 U.S. residents were
            living with HIV/AIDS. Of these approximately 25% are unaware of
            their infection.

      o     In 2004, about 42,514 new HIV/AIDS diagnoses were made.
            Approximately 70 percent among men and 30 percent among women. Of
            these newly diagnosed people, 13% were younger than 25 years of age.

      o     The estimated number of new pediatric AIDS cases (individuals
            younger than 13 years) fell from 952 in 1992 to 48 in 2004
            (http://www.cdc.gov/hiv/topics/surveillance/basic.htm#aidsage).

      o     An estimated 415,193 people were living with AIDS in 2004.

      o     An estimated 529,113 people with AIDS had died between 2000-2004.


                                       3
<PAGE>

Industry Overview

      The HIV / AIDS Market

      UNAIDS estimates that spending on HIV/AIDS rose from US$300 million in
1996 to US$8.3 billion in 2005, and is projected to reach US$8.9 billion in 2006
(http://www.globalhealthreporting.org/diseaseinfo.asp). LeadDiscovery Ltd
reports that in 2004, the global market for HIV antiretrovirals was valued at
$6.6 billion with the US accounting for around 70% of value. Datamonitor
estimates the year-to-year growth rate of the overall HIV/AIDS drug market for
the rest of decade to be 7%.

      Pharmaceutical Industry Overview

      Discovering and developing new drugs is an expensive and time-consuming
process. In May 2003, the Tufts Center for the Study of Drug Development
released a study that estimates the total cost to develop a new prescription
drug has increased from approximately $231 million in 1987 to approximately $897
million in 2000. Dr. Neal Masia, director of economic policy at Pfizer, Inc.,
wrote in January 2006 that "Estimates about the cost of developing a new drug
vary widely, from a low of $800 million to nearly $2 billion per drug. Even the
high end of those estimates may soon be considered a bargain. Recently, Pfizer
announced that it is investing $800 million just for a set of Phase III trials
for a single drug." (Focus on Intellectual property rights
http://usinfo.state.gov/products/pubs/intelprp/cost.htm).

      In addition, it takes between 10 and 15 years to develop a new
prescription drug and obtain approval to market it in the United States.

      Over the past 20 years, technological advances have dramatically changed
the drug discovery process. New and improved technologies have evolved such as
ultra high-throughput screening, new in vitro and in vivo preclinical profiling
techniques, and the revolution in genetic-based drug research commonly referred
to as genomics. The objective of these innovations is to find more drug targets
and to screen against targets much more quickly with literally millions of
chemical compounds. This process should produce many more molecules having the
ability to affect biological activity. These molecules then need to be tested
quickly and economically to determine their viability as potentially safe and
effective drug candidates.

      The Drug Discovery and Development Process

      Drug discovery and development is the process of creating drugs for the
treatment of human disease. The drug discovery process aims to generate safe and
effective drug candidates, while the drug development process involves the
testing of these drug candidates for safety and efficacy in animals and humans.

      The Drug Development Process

      The drug development process consists of two stages: preclinical and
clinical. In the pre-clinical stage, the new drug is tested in vitro, or in a
test tube, and in vivo, or in animals, generally over a period of one to three
years. These test prove the concept and preliminary safety of the compound. The
following discussion describes the role of the Food and Drug Administration, or
FDA, in the drug development process in the United States. Similar regulatory
processes exist in other countries.

      Prior to commencing human clinical trials in the United States, a company
must file with the FDA an Investigational New Drug, or IND, application
containing details for at least one study protocol and outlines of other planned
studies. The company must provide available chemistry, manufacturing and
controls data, preclinical safety data information, and any data from use of the
drug in humans that may exist prior to the IND.and a detailed plan for the
proposed clinical trials. The design of these trials, also referred to as the
study protocols, is essential to the success of the drug development effort. The
protocols must correctly anticipate the nature of the data to be generated and
results that the FDA will require before approving the drug. If the FDA does not
comment within 30 days after an IND filing, human clinical trials may begin.


                                       4
<PAGE>

      The clinical stage is the most time-consuming and expensive part of the
drug development process. The drug undergoes a series of tests in humans,
generally including healthy volunteers as well as patients with the targeted
disease or condition.

      Human trials usually start on a small scale to assess safety and then
expand to larger trials to test efficacy and continued demonstration of safety.
The requirements for each phase vary slightly depending on whether the drug is a
synthetic or highly purified drug or a botanical drug product. These trials are
usually grouped into the following three (premarketing) phases, with multiple
trials generally conducted within each phase:

      o     Phase I includes the initial introduction of an investigational new
            drug into humans. These studies are closely monitored and may be
            conducted in patients, but are usually conducted in healthy
            volunteer subjects. These studies are designed to determine the
            metabolic and pharmacologic actions of the drug in humans, the side
            effects associated with increasing doses, and, if possible, to gain
            early evidence on effectiveness. During Phase 1, sufficient
            information about the drug's pharmacokinetics and pharmacological
            effects should be obtained to permit the design of well-controlled,
            scientifically valid, Phase 2 studies.

      Phase 1 studies also evaluate drug metabolism, structure-activity
      relationships, and the mechanism of action in humans. These studies also
      determine which investigational drugs are used as research tools to
      explore biological phenomena or disease processes. The total number of
      subjects included in Phase 1 studies varies with the drug, but is
      generally in the range of twenty to eighty.

      For botanical drug products, preclinical testing is not always necessary
      prior to commencing studies in humans. Also pharmacokinetic and
      pharmacodynamic studies may not be possible, at at the early IND stage.
      The first clinical studies are therefore often well-controlled studies of
      safety and efficacy in the relevant patient population.

      o     Phase II includes the early controlled clinical studies conducted to
            obtain some preliminary data on the effectiveness of the drug for a
            particular indication or indications in patients with the disease or
            condition. This phase of testing also helps determine the common
            short-term side effects and risks associated with the drug. Phase 2
            studies are typically well-controlled, closely monitored, and
            conducted in a relatively small number of patients, usually
            involving several hundred people.

      o     Phase III trials Phase 3 studies are expanded controlled and
            uncontrolled trials. They are performed after preliminary evidence
            suggesting effectiveness of the drug has been obtained in Phase 2,
            and are intended to gather the additional information about
            effectiveness and safety that is needed to evaluate the overall
            benefit-risk relationship of the drug. Phase 3 studies also provide
            an adequate basis for extrapolating the results to the general
            population and transmitting that information in the physician
            labeling. Phase 3 studies usually include several hundred to several
            thousand people. These trials involve numerous sites and generally
            last two to three years.

      (adapted from http://www.fda.gov/cder/handbook/)


      After the successful completion of all three clinical phases, a company
submits to the FDA a new drug application, or NDA, requesting that the drug be
approved for marketing. The NDA and PL [what is this?] is a comprehensive,
multi-volume filing that includes, among other things, the results of all
preclinical and clinical studies. The FDA's review can last from a few months to
several years, depending on the drug and the disease state that is being
treated. Drugs that successfully complete this review may be marketed in the
United States. As a condition to its approval of a drug, the FDA might require
additional clinical trials following receipt of approval, in order to monitor
long-term risks and benefits, to study different dosage levels or to evaluate
different safety and efficacy parameters in target populations. In recent years,
the FDA has increased its reliance on these trials, known as Phase IIIb and
Phase IV trials, which allow new drugs that show early promise to reach patients
without the delay typically associated with the conventional review process.


                                       5
<PAGE>

Our Investigational Drug Candidates

      Lead HIV/AIDS Drug Candidate - AMZ0026

      We own the rights to a new HIV/AIDS drug known as "AMZ0026", a naturally
derived pharmaceutical drug compound made up of plant substances. The FDA has
given this drug investigational new drug (IND) status and has approved it for
Phase I/II clinical studies. We believe that this is the first case of an IND
being given to a plant pharmaceutical drug specifically for HIV/AIDS, and we
believe that this is a function of the FDAs need to rapidly expedite potential
drugs for this clinical area. AMZ0026 was developed by a group of scientists
after more than 15 years of intense research. Many users of AMZ0026 have
reported increased CD4 and HGB counts as well as weight gain, an indicator of
overall well being. These results were borne out in multiple case studies,
including 30 test subjects who had depressed immune systems.

      AMZ0026 caplets contain a carefully selected group of 11 natural plant
substances that work in harmony to help boost normal metabolic processes that
support immune system function. These 11 plants have long and storied histories
in ancient herbal medicine and folklore. Many are referred to in the Bible as
well as Ayurveda, "India's natural science of life and well-being." Incorporated
together in AMZ0026, we believe the 11 plants offer the best of traditional
herbal wisdom and modern science.

      Most conventional HIV/AIDS drugs attack the HIV/AIDS virus by slowing down
its rate of multiplication. Many such antiviral drugs have proven unsuccessful,
and also give rise to undesirable side effects. We believe that AMZ0026 may work
as an immune modulator drug and therefore strengthen the immune response of
HIV/AIDS infected patients and offer a far improved quality of life. To date,
AMZ0026 is not believed to have any major side effects.

      We are currently setting up the clinical setting for the implementation of
a recently successfully negotiated clinical study protocol entitled
AMZ0026-001b. This 32 subject, phase I/II study is well controlled and aimed at
testing the safety of AMZ0026 as well as its efficacy in raising CD4 levels and
improving other markers of immune deficiency in HIV-1 infected individuals who
have not been treated with antivirals or vaccines. We are currently in the
process of qualifying clinical sites to conduct this study. Discussions are
underway with Contract Research Organizations regarding the performance of
management, monitoring and datamanagement roles for this study.

      Sister-formula HIV/AIDS Drug Candidate - AMZ0026-H

      Similar to AMZ0026, AMZ0026-H is a whole-plant pharmaceutical drug under
development for the treatment of AIDS symptoms, improvement of quality of life
in AIDS patients and delay of onset of AIDS. Due to the addition of a 12 plant
component, one with known antiviral attributes, we believe that this formula may
eradicate the HIV0-1 virus as well as serve as an immunomodulator in
HIV-1-infected and AIDS affected patients.

      We are currently designing studies of this compound for testing in the US
and in Asian countries. An IND is being prepared for submission to the FDA in
pursuit of approval for the US studies.

      We believe there are very few companies are working on a drug for AIDS
that is based on natural plants and fewer still are in the process of going
through the rigorous testing that the FDA requires for drug approval. To our
knowledge, there are only five (5) known immune modulators drugs at the
development stage for HIV/AIDS Phase I/II clinical trials.

      At the conclusion of phase II for AMZ0026, we expect to enter into a joint
venture discussions with a large pharmaceutical company to conduct our Phase III
trials,.

      It is possible that the FDA will not approve the conduct of further
studies following receipt of the results of currently planned and approved
studies, and that we will not be able to proceed to Phase III clinical
development stage of AMZ0026. Likewise, other pipeline drug candidates (such as
AMZ0026-H) may not receive IND "approval" and the conduct of human studies in
the US may never be initiated.


                                       6
<PAGE>

      Hair Growth formula - AMZHG001

      In addition to our HIV/AIDS drug candidates, we own the rights to a
natural hair growth product known as "AMZHG001," which contains proprietary
herbal ingredients. A small study may be conducted for this product during the
next 12 months. Pending successful trials, we intend to market our hair growth
product in the U.S. and abroad utilizing a major marketing company.

      Breast Cancer Therapy - AZC0027

      A new drug candidate in our pipeline is the investigational drug
formulation - AZC0027 - designed for the treatment of breast cancer.

      While research on this compound is in its very early stages due to limited
resources, we expect to invest much time and energy into its development once
the AMZ0026 study protocol nears its conclusion.

Intellectual Property Rights

      We intend to protect the intellectual property rights of our products by
obtaining U.S. and foreign patents. Recently, we were granted a US patent on a
Herbal Composition and Method of Treating HIV Infection. We have a U.S. Patent
Application, regarding a composition used for Hair Growth.

      Even with the granted patent, it is possible that our competitors or
others might infringe upon any intellectual property rights that we may have. If
that happens, the company will have to seek legal counsel on the chances and
cost of mounting a legal battle to defend our intellectual properties rights. In
addition, we will be required to disclose any trade secrets and proprietary
intellectual property not only to our employees and consultants, but also to
potential corporate partners, collaborators, and contract manufacturers. In
those circumstances, we use our best efforts to obtain adequate assurance of the
confidential treatment of the disclosed information. However, any
confidentiality agreements that we may enter into with such persons may be
breached, any we may not have adequate remedies for any such breach. It is also
possible that any trade secrets and proprietary intellectual property may
otherwise become known or be independently discovered by competitors. We believe
that our competitors, many of whom are more established, and have greater
financial and personnel resources than we, may be able to replicate our products
in a manner that could circumvent any protective safeguards. Therefore, it is
possible that none of our products will be or remain proprietary.

Manufacturing

      We are in the process of identifying and qualifying raw material suppliers
for our botanical drug substance needs that will meet our quality standards for
botanical raw materials. This process is well underway with some raw materials
procured. All suppliers will be able to adequately demonstrate correct plant
identity and premium quality, at a minimum. In parallel we are identifying good
manufacturing, or GMP, certified third party manufacturers and other vendors to
process raw materials, manufacture our clinical trial material and label and
package them in accordance with GMP. We anticipate that every aspect of clincial
trial batch production, packaging and labeling and distribution to sites will be
performed in accordance with current GMPs.

Competition

      As of the date of this annual report, our primary focus is the development
of our HIV/AIDS drug. There are many commercially available products for
HIV/AIDS disease, and a large number of companies and institutions are spending
considerable amounts of money and other resources to develop additional products
to treat these diseases. We believe that our product will compete with other
available products based primarily on the following:

      o     efficacy
      o     safety
      o     tolerability
      o     acceptance by doctors
      o     patient compliance


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<PAGE>

      o     patent protection
      o     ease of use
      o     price
      o     insurance and other reimbursement coverage
      o     distribution
      o     marketing
      o     adaptability to various modes of dosing.

      Any other products we market in the future will also compete with products
offered by our competitors. If our competitors introduce data that shows
improved characteristics of their products, improve or increase their marketing
efforts or simply lower the price of their products, sales of our products could
decrease. We also cannot be certain that any products we may develop in the
future will compare favorably to products offered by our competitors or that our
existing or future products will compare favorably to any new products that are
developed by our competitors. Our ability to be competitive also depends upon
our ability to attract and retain qualified personnel, to obtain patent
protection or otherwise develop proprietary products or processes and to secure
sufficient capital resources for the substantial period that it takes to develop
a product.

      We are not planning on doing our own distribution of the drug once it is
approved but instead have an agreement with a large pharmaceutical company with
an established sales force. Therefore, depending on the agreement between
companies, we will be dependent on another company for our sales.

      The HIV/AIDS competitive landscape is becoming more crowded and
complicated as treatment trends continue to evolve. A growing number of anti-HIV
drugs are currently sold or are in advance stages of clinical development. We
are aware of at least 25 branded drugs available in the U.S. The companies
producing these drugs include Pfizer, Merck, Boehringer-Ingelheim and Abbott
Laboratories. In addition, many of the companies are in the process of launching
formulations of existing drugs now indicated by the FDA for once-daily oral
dosing.

      A number of companies are pursuing the development of technologies
competitive with our research programs. These competing companies include
specialized pharmaceutical firms and large pharmaceutical companies acting
either independently or together with biopharmaceutical companies. Furthermore,
academic institutions, government agencies and other public and private
organizations conducting research may seek patent protection and may establish
collaborative arrangements for competitive products and programs.

      Other Immune Modulators in Development for HIV/AIDS

      We believe that our AMZ0026 drug acts as an immune modulator drug. Such
drugs act by strengthening the immune response of people infected. Including our
company, we believe that currently there are only five other companies
developing Immune Modulator drugs for use with HIV/AIDS and at Phase I/II
clinical trials. The other five companies are briefly described below.

      Virionyx Corporation Limited. Virionyx Corporation Limited is a New
Zealand based private company which was incorporated on May 31, 2000 and began
operations in August 2000. At that time, Virionyx acquired all of the
outstanding shares of Probe Pharmaceuticals Corporation Limited, an approved New
Zealand drug research and manufacturing operation. On March 26, 2001, Probe
Pharmaceuticals Corporation was amalgamated into Virionyx and removed from the
New Zealand register of companies.

      Virionyx completed Phase I trials at Harvard Medical School of its
HIV/AIDS product known as PEHRG214 in March 2002. The PEHRG214 product is from
antibodies derived from goats. The company is planning on doing a 60 patient, 16
week, phase II trial on their drug PEHRG214. The company is planning on starting
on January 2007. The trial has not opened up for enrollment yet.

      Advanced Viral Research Corporation. Advanced Viral Research Corporation
is a biopharmaceutical public company with headquarters in Yonkers, New York and
established in 1984. Its sole product is AVR118, marketed as "Reticulose", which
is a biopolymer with immunomodulator activity. This non-toxic peptide-nucleic
acid has shown no indication of human toxicity and appears to stimulate the
proflammatory responses required to combat viral infections such as AIDS.


                                       8
<PAGE>

      In March 2002, Advanced Viral Research completed Phase I trials and is
currently raising funds to pursue Phase II clinical trials. In November 2003,
AVR118 clinical trials began in Israel for the treatment of cachexia (body
wasting) in patients with AIDS and it is anticipated that these trials will help
facilitate the planned IND application process for injectable AVR118 with the
FDA. On February 25, 2004, Advanced Viral Research was granted US patent (No.
6,696,422) for the treatment of HIV infections with AVR118 as a combination
therapy with other HIV drugs. ADVR is in very early stages of planning their
phase II studies on AVR118.

      Hollis Eden Pharmaceuticals Inc. Hollis Eden Pharmaceuticals Inc. is a
development-stage San Diego, California based public company established in
1994. Hollis Eden is engaged in the discovery, development and commercialization
of products for the treatment of diseases and disorders the body is unable to
mount an appropriate immune response, such as HIV/AIDS, tuberculosis, malaria,
chemotherapy, radiation injury protection, cystic fibrosis and MS. Hollis Eden
lead drug for global infectious disease is HE2000 marketed as "Immunitin." In
2003, Hollis Eden released data from its Phase I/II clinical trials in South
Africa in HIV patients who had progressed to late-stage AIDS. Patients
experienced a statistically significant increase in a wide range of immune cell
types that have been associated with delaying the disease progression and a fall
in viral load. Hollis Eden is currently pursing private public partnership to
pursue Phase II/III trials.

      Chiron Corporation. Chiron Corporation was recently acquired by Novartis
Corporation. Chiron is a U.S. based company involved in biopharmaceuticals,
vaccines and blood testing. Chiron's immune system modulator is Proleukin
(Aldesleukin). Chiron is applying an advanced understanding of cancer and
infectious disease to create high-value products that address major medical
needs. Chiron has maintained and broadened its focus on infectious disease
research since its groundbreaking work with hepatitis B antigens in the early
1980s. Since introducing the cancer therapy Proleukin(R) (Aldesleukin)
interleukin-2 to the market in 1992, Chiron has been expanding its research and
development of products for cancer patients. Chiron has completed Phase I/II
clinical trials studying the use of Proleukin combined in highly active
antiretroviral therapy (HAART) in HIV patients with immunosuppression. Proleukin
will be entering phase III trials on HIV patients in the near future.

      Hemispherx Biopharma, Inc. Hemispherx Biopharma is a U.S. based
biopharmaceutical company, established in 1993. Hemispherx is engaged in the
manufacture and development of drugs for the treatment of viral and immune based
chronic disorders. Its flagship products include Alferon N(R) and the
experimental immunotherapeutics Ampligen(R) and Oragens(R). Alferon N
Injection(R) is Hemispherx's registered trademark for its injectable formulation
of Natural Alpha Interferon, approved by the FDA for genital HPV. These products
are being developed for chronic viral diseases and disorders of the immune
system including HPV, HIV, CFS and Hepatitis. As of May 2004, Ampligen(R) -
which belongs to a new class of nucleic acid (RNA, or ribonucleic acid)
technologies, is in a Phase II clinical study for HIV. Hemispherx has been
issued certain patents on the use of Ampligen(R) alone and Ampligen(R) in
combination with certain other drugs including AZT, ddI, ddC, interferon/IL-2
for the treatment of HIV.

      We anticipate that we will face increased competition in the future as our
competitors introduce new products to the market and new technologies become
available. We cannot determine if existing products or new products that our
competitors develop will be more effective or more effectively marketed and sold
than any that we develop. Competitive products could render our technology and
products obsolete or noncompetitive before we recover the money and resources we
used to develop these products.

Employees

      As of July 31, 2006, we had a total of 6 employees, none of which are
full-time employees. Of these employees, one is involved in business
development, 3 in research and development and 2 in finance. None of our
employees are represented by a labor union and we have not entered into a
collective bargaining agreement with any union. We have not experienced any work
stoppages and consider our relations with our employees to be good

Item 1A. Risk Factors and Cautionary Statement Regarding Forward-Looking
Information

      An investment in our common stock involves a high degree of risk. You
should carefully consider the following risk factors and the other information
in this annual report before investing in our common stock. Our business and
results of operations could be seriously harmed by any of the following risks.
The trading price of our common stock could decline due to any of these risks.


                                       9
<PAGE>

We are a development stage company, and we have no significant operating
history.

      We are a development stage company that has not had operating revenues for
many years. Our plans and businesses are "proposed" and "intended" but we may
not be able to successfully implement them. Our primary business purpose is to
develop and market pharmaceuticals. As of the date of this annual report, we
have four drug candidates, AMZ 0026, AMZ 0026-H, AMZ HG001 and AZC-0027;
however, the FDA has not approved any of these drugs for sale in the United
States. In addition, we have not earned revenues and have incurred losses since
our incorporation. We currently lack sufficient capital to generate revenue or
operate our business in a profitable manner. As a development stage company, our
prospects are subject to all of the risks, expenses, and uncertainties
frequently encountered by companies in the drug development and pharmaceutical
business. In addition, we are subject to all of the risks, uncertainties,
expenses, delays, problems, and difficulties typically encountered in the
establishment of a new business. We expect that unanticipated expenses,
problems, and technical difficulties will occur and that they will result in
material delays in the development of our products. We may not obtain sufficient
capital or achieve a significant level of operations and, even if we do, we may
not be able to conduct such operations on a profitable basis.

There is a limited trading market for our common stock.

      Our common stock is traded on the OTC Bulletin board under the symbol
"AMZB.OB." There has been virtually no trading activity in our stock recently,
and when it has traded, the price has fluctuated widely. We consider our common
stock to be "thinly traded" and any last reported sale prices may not be a true
market-based valuation of the common stock. A consistently active trading market
for our stock may not develop at any time in the future. Stockholders may
experience difficulty selling their shares if they choose to do so because of
the illiquid market and limited public float for our stock. It is possible that
even a limited public market for our common stock will not be sustained after
the date of this annual report or at a time at which you may desire to sell your
shares.

      Announcements by us or our competitors of innovations or new technologies
in the pharmaceutical industry relating to the treatment of HIV and/or AIDS,
developments concerning proprietary rights and period-to-period fluctuations in
revenues and financial results will have a significant impact on our business
and the market price of the common stock. In addition, stock markets in general,
and the market for shares of pharmaceutical stocks in particular, have
experienced extreme price and volume fluctuations in recent years that have
frequently been unrelated to the operating performance of the affected
companies. These broad market fluctuations may adversely affect the market price
of our common stock.

      Our common stock is considered to be a "penny stock" and, as such, the
market for our common stock may be further limited by certain SEC rules
applicable to penny stocks.

      As long as the price of our common stock remains below $5.00 per share or
we have net tangible assets of $2,000,000 or less, our shares of common stock
are likely to be subject to certain "penny stock" rules promulgated by the SEC.
Those rules impose certain sales practice requirements on brokers who sell penny
stock to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000). For transactions covered by the penny stock
rules, the broker must make a special suitability determination for the
purchaser and receive the purchaser's written consent to the transaction prior
to the sale. Furthermore, the penny stock rules generally require, among other
things, that brokers engaged in secondary trading of penny stocks provide
customers with written disclosure documents, monthly statements of the market
value of penny stocks, disclosure of the bid and asked prices and disclosure of
the compensation to the brokerage firm and disclosure of the sales person
working for the brokerage firm. These rules and regulations make it more
difficult for brokers to sell our shares of our common stock and limit the
liquidity of our securities.


                                       10
<PAGE>

We do not expect to pay dividends for the foreseeable future.

         For the foreseeable future, it is anticipated that earnings, if any,
that may be generated from our operations will be used to finance our operations
and that cash dividends will not be paid to holders of our common stock.


Any projections used in this annual report may not be accurate.

      Any and all projections and estimates contained in this annual report or
otherwise prepared by us are based on information and assumptions which
management believes to be accurate; however, they are mere projections and no
assurance can be given that actual performance will match or approximate the
projections.

If we do not obtain government regulatory approval for our products, we cannot
sell our products and we will not generate revenues.

      Our principal development efforts are currently centered around the
research and development of novel all-natural immune modulator drugs for a
better quality of life, by using the best of traditional medicines which we
believe show promise for the treatment of a variety of infectious diseases and
immune system and metabolic disorders. However, all drug candidates require FDA
and foreign government approvals before they can be commercialized. These
regulations change from time to time and new regulations may be adopted. None of
our drug candidates has been approved for commercial sale. We may incur
significant additional operating losses over the next several years as we fund
development, clinical testing and other expenses while seeking regulatory
approval. While limited clinical trials of our drug candidates have been
conducted to date, significant additional trials are required, and we may not be
able to demonstrate that these drug candidates are safe or effective. If we are
unable to demonstrate the safety and effectiveness of a particular drug
candidate to the satisfaction of regulatory authorities, the drug candidate will
not obtain required government approval. If we do not receive FDA or foreign
approvals for our products, we will not be able to sell our products and will
not generate revenues. If we receive regulatory approval of a product, such
approval may impose limitations on the indicated uses for which we may market
the product, which may limit our ability to generate significant revenues.

If we do not successfully commercialize our products, we may never achieve
profitability.

      We have experienced significant operating losses to date because of the
substantial expenses we have incurred to acquire and fund development of our
drug candidates. We have never had operating revenues and have never
commercially introduced a product. Many of our research and development programs
are at an early stage. Potential drug candidates are subject to inherent risks
of failure. These risks include the possibilities that no drug candidate will be
found safe or effective, meet applicable regulatory standards, or receive the
necessary regulatory clearances. Even safe and effective drug candidates may
never be developed into commercially successful drugs. If we are unable to
develop safe, commercially viable drugs, we may never achieve profitability. If
we become profitable, we may not remain profitable.

As a result of our intensely competitive industry, we may not gain enough market
share to be profitable.

      The biotechnology and pharmaceutical industries are intensely competitive.
We have numerous competitors in the United States and elsewhere. Because we are
pursuing potentially large markets, our competitors include major, multinational
pharmaceutical and chemical companies, specialized biotechnology firms and
universities and other research institutions. Several of these entities have
already successfully marketed and commercialized products that will compete with
our products, assuming that our products gain regulatory approval. Companies
such as GlaxoSmithKline, Merck & Company, Roche Pharmaceuticals, Pfizer Inc.,
and Abbott Laboratories have significant market share for the treatment of a
number of infectious diseases such as HIV. In addition, biotechnology companies
such as Gilead Sciences Inc., Chiron Corporation, and Vertex Pharmaceuticals
Inc., as well as many others, have research and development programs in these
fields.

      Many of these competitors have greater financial and other resources,
larger research and development staffs, and more effective marketing and
manufacturing organizations than we do. In addition, academic and government
institutions have become increasingly aware of the commercial value of their
research findings. These institutions are now more likely to enter into
exclusive licensing agreements with commercial enterprises, including our
competitors, to develop and market commercial products.


                                       11
<PAGE>

      Our competitors may succeed in developing or licensing technologies and
drugs that are more effective or less costly than any we are developing. Our
competitors may succeed in obtaining FDA or other regulatory approvals for drug
candidates before we do. If competing drug candidates prove to be more effective
or less costly than our drug candidates, our drug candidates, even if approved
for sale, may not be able to compete successfully with our competitors' existing
products or new products under development. If we are unable to compete
successfully, we may never be able to sell enough products at a price sufficient
to permit us to generate profits.

We may not have sufficient funds to operate our business and may not be able to
obtain additional financing.

      We currently have insufficient funds to operate our business according to
our proposed business plan. In addition, if unanticipated expenses, problems,
and difficulties occur which result in material delays in the development of our
products, we will not be able to operate within our budget. If we do not operate
within our budget, we will require additional funds to continue our business. We
may not be able to obtain additional financing as needed, on acceptable terms,
or at all, which would force us to delay our plans for growth and implementation
of our strategy which could seriously harm our business, financial condition,
and results of operations. If we need additional funds, we may seek to obtain
them primarily through stock or debt financings. Those additional financings
could result in dilution to our stockholders.

We will need to raise additional money before we achieve profitability; if we
fail to raise additional money, it could be difficult to continue our business.

      Based on our current plans, we believe that we do not have sufficient
financial resources to meet our operating expenses and capital requirements.
Accordingly, we will need to obtain additional funds. In addition, changes in
our research and development plans or other events affecting our operating
expenses may result in unanticipated expenditures. We may also require
substantial additional funds in order to finance our drug discovery and
development programs, fund operating expenses, pursue regulatory clearances,
develop manufacturing, marketing and sales capabilities, and prosecute and
defend our intellectual property rights. We may seek additional funding through
public or private financing or through collaborative arrangements with strategic
partners.

      You should be aware that in the future:

      o     we may not obtain additional financial resources when necessary or
            on terms favorable to us, if at all; and

      o     any available additional financing may not be adequate.

      If we cannot raise additional funds when needed, or on acceptable terms,
we will not be able to continue to develop our drug candidates.

Failure to protect our proprietary technology could impair our competitive
position.

      We have obtained or are in the process of obtaining U.S. and foreign
patents and patent applications for our products. Our success will depend in
part on our ability to obtain additional United States and foreign patent
protection for our drug candidates and processes, preserve our trade secrets and
operate without infringing the proprietary rights of third parties. We place
considerable importance on obtaining patent protection for significant new
technologies, products and processes. Legal standards relating to the validity
of patents covering pharmaceutical and biotechnology inventions and the scope of
claims made under such patents are still developing. In some of the countries in
which we intend to market our products, pharmaceuticals are either not
patentable or have only recently become patentable. Past enforcement of
intellectual property rights in many of these countries has been limited or
non-existent. Future enforcement of patents and proprietary rights in many other
countries may be problematic or unpredictable. Moreover, the issuance of a
patent in one country does not assure the issuance of a similar patent in
another country. Claim interpretation and infringement laws vary by nation, so
the extent of any patent protection is uncertain and may vary in different
jurisdictions. Our domestic patent position is also highly uncertain and
involves complex legal and factual questions. The applicant or inventors of
subject matter covered by patent applications or patents owned by us may not
have been the first to invent or the first to file patent applications for such
inventions. Due to uncertainties regarding patent law and the circumstances
surrounding our patent applications, the pending or future patent applications
we own may not result in the issuance of any patents. Existing or future patents
owned by to us may be challenged, infringed upon, invalidated, found to be
unenforceable or circumvented by others. Further, any rights we may have under
any issued patents may not provide us with sufficient protection against
competitive products or otherwise cover commercially valuable products or
processes.


                                       12
<PAGE>

Litigation or other disputes regarding patents and other proprietary rights may
be expensive, cause delays in bringing products to market and harm our ability
to operate.

      The manufacture, use or sale of our drug candidates may infringe on the
patent rights of others. If we are unable to avoid infringement of the patent
rights of others, we may be required to seek a license, defend an infringement
action or challenge the validity of the patents in court. Patent litigation is
costly and time consuming. We may not have sufficient resources to bring these
actions to a successful conclusion. In addition, if we do not obtain a license,
develop or obtain non-infringing technology, or fail to successfully defend an
infringement action or have the patents we are alleged to infringe declared
invalid, we may:

      o     incur substantial money damages;

      o     encounter significant delays in bringing our drug candidates to
            market;

      o     be precluded from participating in the manufacture, use or sale of
            our drug candidates or methods of treatment without first obtaining
            licenses to do so; and/or

      o     not be able to obtain any required license on favorable terms, if at
            all.

      In addition, if another party claims the same subject matter or subject
matter overlapping with the subject matter that we have claimed in a United
States patent application or patent, we may decide or be required to participate
in interference proceedings in the United States Patent and Trademark Office in
order to determine the priority of invention. Loss of such an interference
proceeding would deprive us of patent protection sought or previously obtained
and could prevent us from commercializing our products. Participation in such
proceedings could result in substantial costs, whether or not the eventual
outcome is favorable. These additional costs could adversely affect our
financial results.

Confidentiality agreements with employees and others may not adequately prevent
disclosure of trade secrets and other proprietary information.

      In order to protect our proprietary technology and processes, we also rely
in part on confidentiality agreements with our employees, consultants, outside
scientific collaborators and sponsored researchers and other advisors. These
agreements may not effectively prevent disclosure of confidential information
and may not provide an adequate remedy in the event of unauthorized disclosure
of confidential information. In addition, others may independently discover
trade secrets and proprietary information. Costly and time-consuming litigation
could be necessary to enforce and determine the scope of our proprietary rights,
and failure to obtain or maintain trade secret protection could adversely affect
our competitive business position.

Existing pricing regulations and reimbursement limitations may reduce our
potential profits from the sale of our products.

      The requirements governing product licensing, pricing and reimbursement
vary widely from country to country. Some countries require approval of the sale
price of a drug before it can be marketed. In many countries, the pricing review
period begins after product-licensing approval is granted. As a result, we may
obtain regulatory approval for a drug candidate in a particular country, but
then be subject to price regulations that reduce our profits from the sale of
the product. In some foreign markets pricing of prescription pharmaceuticals is
subject to continuing government control even after initial marketing approval.
In addition, certain governments may grant third parties a license to
manufacture our product without our permission. Such compulsory licenses
typically would be on terms that are less favorable to us and would have the
effect of reducing our revenues.

      Varying price regulation between countries can lead to inconsistent prices
and some re-selling by third parties of products from markets where products are
sold at lower prices to markets where those products are sold at higher prices.
This practice of exploiting price differences between countries could undermine
our sales in markets with higher prices and reduce the sales of our future
products, if any. The decline in the size of the markets in which we may in the
future sell commercial products could cause the perceived market value of our
business and the price of our common stock to decline.


                                       13
<PAGE>

      Our ability to commercialize our products successfully also will depend in
part on the extent to which reimbursement for the cost of our products and
related treatments will be available from government health administration
authorities, private health insurers and other organizations. Third-party payors
are increasingly challenging the prices charged for medical products and
services. If we succeed in bringing any of our potential products to the market,
such products may not be considered cost effective and reimbursement may not be
available or sufficient to allow us to sell such products on a profitable or
competitive basis.

In some countries, we may be required to grant compulsory licenses for our HIV
products or face generic competition for our HIV products.

      In a number of developing countries, government officials, and other
groups have suggested that pharmaceutical companies should make drugs for HIV
infection available at a low cost. In some cases, governmental authorities have
indicated that where pharmaceutical companies do not make their HIV drugs
available at a low cost, their patents might not be enforceable to prevent
generic competition. Some major pharmaceutical companies have greatly reduced
prices for HIV drugs in certain developing countries. If certain countries do
not permit enforcement of our patents, sales of our products in those countries
could be reduced by generic competition. Alternatively, governments in those
countries could require that we grant compulsory licenses to allow competitors
to manufacture and sell their own versions of our products in those countries,
thereby reducing our sales, or we could respond to governmental concerns by
reducing prices for our products. In addition to reducing our sales, compulsory
licenses may increase the risk of counterfeiting as we would no longer have
control over manufacturing and distribution in those markets. In addition,
countries such as Canada are considering amending their patent laws to permit
the export of otherwise patented products to countries in the developing world.
In all of these situations, our results of operations could be adversely
affected.

Our existing products are subject to reimbursement from government agencies and
other third parties. Pharmaceutical pricing and reimbursement pressures may
reduce profitability.

      Successful commercialization of our products depends, in part, on the
availability of governmental and third party payor reimbursement for the cost of
such products and related treatments. Government health administration
authorities, private health insurers and other organizations generally provide
reimbursement. Government authorities and third-party payors increasingly are
challenging the price of medical products and services, particularly for
innovative new products and therapies. This has resulted in lower average sales
prices. Our business may be adversely affected by an increase in U.S. or
international pricing pressures. These pressures can arise from rules and
practices of managed care groups, judicial decisions and governmental laws and
regulations related to Medicare, Medicaid and health care reform, pharmaceutical
reimbursement and pricing in general. In the U.S. in recent years, new
legislation has been proposed at the federal and state levels that would effect
major changes in the health care system, either nationally or at the state
level. These proposals have included prescription drug benefit proposals for
Medicare beneficiaries recently passed by Congress. Additionally, some states
have enacted health care reform legislation. Further federal and state
developments are possible. Our results of operations could be adversely affected
by future health care reforms. In Europe, the success of our products will also
depend largely on obtaining and maintaining government reimbursement because in
many European countries, including the United Kingdom and France, patients are
reluctant to pay for prescription drugs out of their own pocket. We also expect
that the success of our products in development, particularly in Europe, will
depend on the ability to obtain reimbursement. Even if reimbursement is
available, reimbursement policies may adversely affect our ability to sell our
products on a profitable basis.

      In addition, in many international markets, governments control the prices
of prescription pharmaceuticals. In these markets, once regulatory marketing
approval is received, pricing negotiations with governmental authorities can
take twelve months or longer. Some foreign governments have passed, or are
considering, legislation to require us to sell our products subject to
reimbursement at a mandatory discount. Sales of competing products, attempts to
gain market share or introductory pricing programs of our competitors could also
require us to lower our prices in these countries, which could adversely affect
our results of operations.


                                       14
<PAGE>

Delays in the conduct or completion of our preclinical or clinical studies or
the analysis of the data from our preclinical or clinical studies may result in
delays in our planned filings for regulatory approvals or adversely affect our
ability to enter into collaborative arrangements.

      The current status of our drug candidates is set forth below. We have
either completed or are in the midst of:

      o     Investigational New Drug status of AMZ 0026; and

      o     AMZ 0026 Approved for Phase I/II studies by the FDA.

      o     A double blind study for our natural hair growth product, AMZ HG001,
            is planned for 2006/2007.

      We may encounter problems with some or all of our completed or ongoing
studies that may cause us or regulatory authorities to delay or suspend our
ongoing studies or delay the analysis of data from our completed or ongoing
studies. We rely, in part, on third parties to assist us in managing and
monitoring our preclinical and clinical studies. Our reliance on these third
parties may result in delays in completing or failure to complete studies if
third parties fail to perform their obligations to us. If the results of our
ongoing and planned studies for our drug candidates are not available when we
expect or if we encounter any delay in the analysis of the results of our
studies for our drug candidates:

      o     We may not have the financial resources to continue research and
            development of any of our drug candidates; and

      o     We may not be able to enter into collaborative arrangements relating
            to any drug candidate subject to delay in regulatory filing.

      Any of the following reasons, among others, could delay or suspend the
completion of our ongoing and future studies:

      o     Delays in enrolling volunteers;

      o     Interruptions in the manufacturing of our drug candidates or other
            delays in the delivery of materials required for the conduct of our
            studies;

      o     Lower than anticipated retention rate of volunteers in a trial;

      o     Unfavorable efficacy results;

      o     Serious side effects experienced by study participants relating to
            the drug candidate;

      o     New communications from regulatory agencies about how to best
            conduct these studies; or

      o     Failure to raise additional funds.


Results of clinical trials are uncertain and may not support continued
development of a product pipeline, which would adversely affect our prospects
for future revenue growth.

      We are required to demonstrate the safety and effectiveness of products we
develop in each intended use through extensive preclinical studies and clinical
trials. The results from preclinical and early clinical studies do not always
accurately predict results in later, large-scale clinical trials. Even
successfully completed large-scale clinical trials may not result in marketable
products. A number of companies in our industry have suffered setbacks in
advanced clinical trials despite promising results in earlier trials. If any of
our products under development fail to achieve their primary endpoint in
clinical trials or if safety issues arise, commercialization of that drug
candidate could be delayed or halted.


                                       15
<PAGE>

If the manufacturers of our products do not comply with current Good
Manufacturing Practices regulations, or cannot produce the amount of products we
need to continue our development, we will fall behind on our business
objectives.

      Manufacturers producing our drug candidates must follow current Good
Manufacturing Practices regulations enforced by the FDA and foreign equivalents.
If a manufacturer of our drug candidates does not conform to the Good
Manufacturing Practices regulations and cannot be brought up to such a standard,
we will be required to find alternative manufacturers that do conform. This may
be a long and difficult process, and may delay our ability to receive FDA or
foreign regulatory approval of our products.

      We also rely on our manufacturers to supply us with a sufficient quantity
of our drug candidates to conduct clinical trials. If we have difficulty in the
future obtaining our required quantity and quality of supply, we could
experience significant delays in our development programs and regulatory
process.

Our ability to achieve any significant revenue may depend on our ability to
establish effective sales and marketing capabilities.

      Our efforts to date have focused on the development and evaluation of our
drug candidates. As we continue clinical studies and prepare for
commercialization of our drug candidates, we may need to build a sales and
marketing infrastructure. As a company, we have no experience in the sales and
marketing of pharmaceutical products. If we fail to establish a sufficient
marketing and sales force or to make alternative arrangements to have our
products marketed and sold by others on attractive terms, it will impair our
ability to commercialize our drug candidates and to enter new or existing
markets. Our inability to effectively enter these markets would materially and
adversely affect our ability to generate significant revenues.

We may need to develop manufacturing capacity for our existing and future
products, which will increase our expenses.

      We have evaluated in the past, and continue to evaluate, the feasibility
of acquiring manufacturing capabilities to support the production of our
products. These facilities may be required to meet the production capacities
required to support clinical trials and to produce such products for commercial
sale at an acceptable cost. We have not manufactured these products in the past.
Developing these technological capabilities and building or purchasing a
facility will increase our expenses with no guarantee that we will be able to
recover our investment in our manufacturing capabilities.

We depend on relationships with other companies for sales and marketing
performance and revenues. Failure to maintain these relationships would
negatively impact our business.

      We believe that we will be required to develop significant collaborative
relationships with major pharmaceutical companies for the sale and marketing of
our products. Reliance on collaborative relationships poses a number of risks,
including the following:

      o     We will not be able to control whether our corporate partners will
            devote sufficient resources to our programs or products;

      o     Disputes may arise in the future with respect to the ownership of
            rights to technology developed with corporate partners;

      o     Disagreements with corporate partners could lead to delays in or
            termination of the research, development or commercialization of
            product candidates, or result in litigation or arbitration;

      o     Contracts with our corporate partners may fail to provide
            significant protection or may fail to be effectively enforced if one
            of these partners fails to perform;


                                       16
<PAGE>

      o     Corporate partners have considerable discretion in electing whether
            to pursue the development of any additional products and may pursue
            alternative technologies or products either on their own or in
            collaboration with our competitors;

      o     Corporate partners with marketing rights may choose to devote fewer
            resources to the marketing of our products than they do to products
            of their own development; and

      o     Our distributors and corporate partners may be unable to pay us.

      Given these risks, there is a great deal of uncertainty regarding the
success of any current and/or future collaborative efforts. If these efforts
fail, our product development or commercialization of new products could be
delayed.

We depend heavily on key personnel, and loss of the services of one or more of
our key executives or a significant portion of any prospective local management
personnel could weaken our management team adversely affecting our operations.

      Our success largely depends on the skills, experience and efforts of our
senior management, particularly our President, Mechael Kanovsky, Ph.D., our
Chief Financial Officer, Simcha Edell, and our Scientific Director, Arthur
Englard, M.D. Our operations will also be dependent on the efforts, ability and
experience of key members of our prospective local management staff. The loss of
services of one or more members of our senior management or of a significant
portion of any of our local management staff could weaken significantly our
management expertise and our ability to deliver health care services
efficiently. We do not maintain key man life insurance policies on any of our
officers, although we intend to obtain such insurance policies in the future.

We may face product liability claims related to the use or misuse of our
products, which may cause us to incur significant losses.

      We are currently exposed to the risk of product liability claims due to
administration of our drug candidates in clinical trials, since the use or
misuse of our drug candidates during a clinical trial could potentially result
in injury or death. If we are able to commercialize our products, we will also
be subject to the risk of losses in the future due to product liability claims
in the event that the use or misuse of our commercial products results in injury
or death. We currently do not maintain liability insurance. In the event we
choose to purchase liability insurance, we cannot predict the magnitude or the
number of claims that may be brought against us in the future, accordingly, we
do not know what coverage limits would be adequate. In addition, insurance is
expensive, difficult to obtain and may not be available in the future on
acceptable terms, or at all. Any claims against us, regardless of their merit,
could substantially increase our costs and cause us to incur significant losses.

Trading in our securities could be subject to extreme price fluctuations that
could adversely affect your investment.

      The market prices for securities of life sciences companies, particularly
those that are not profitable, have been highly volatile, especially recently.
Publicized events and announcements may have a significant impact on the market
price of our common stock. For example, any of the following may have the effect
of temporarily or permanently driving down the price of our common stock:

      o     Biological or medical discoveries by competitors;

      o     Public concern about the safety of our drug candidates;

      o     Delays in the conduct or analysis of our clinical trials;

      o     Unfavorable results from clinical trials;

      o     Unfavorable developments concerning patents or other proprietary
            rights; or

      o     Unfavorable domestic or foreign regulatory developments;


                                       17
<PAGE>

      In addition, the stock market from time to time experiences extreme price
and volume fluctuations which particularly affect the market prices for emerging
and life sciences companies, such as ours, and which are often unrelated to the
operating performance of the affected companies.

      These broad market fluctuations may adversely affect the ability of a
stockholder to dispose of the common stock purchased in this offering at a price
equal to or above the price at which the common stock was purchased. In
addition, in the past, following periods of volatility in the market price of a
company's securities, securities class-action litigation has often been
instituted against that company. This type of litigation, if instituted, could
result in substantial costs and a diversion of management's attention and
resources, which could materially adversely affect our business, financial
condition and results of operations.

Because stock ownership is concentrated, you and other investors will have
minimal influence on stockholders' decisions.

      Assuming that issued and outstanding warrants and options for our common
stock have not been exercised, three of our significant shareholders own
approximately 33% of our outstanding common stock as of October 11, 2006. As a
result our executive officers may be able to significantly influence the
management of the company and all matters requiring stockholder approval,
including the election of directors. Such concentration of ownership may also
have the effect of delaying or preventing a change in control of our company.

Our significant shareholders control the company.

      Three of our significant shareholders directly or beneficially own
approximately 12,808,336 shares or approximately 33% of our outstanding common
stock. Accordingly, these persons, as a group, may be able to exert significant
influence over the direction of our affairs and business, including any
determination with respect to our acquisition or disposition of assets, future
issuances of common stock or other securities, and the election of directors.
Such a concentration of ownership may also have the effect of delaying,
deferring, or preventing a change in control of the company.

Substantial sales of our stock may impact the market price of our common stock.

      Future sales of substantial amounts of our common stock, including shares
that we may issue upon exercise of options and warrants, could adversely affect
the market price of our common stock. Further, if we raise additional funds
through the issuance of common stock or securities convertible into or
exercisable for common stock, the percentage ownership of our stockholders will
be reduced and the price of our common stock may fall.

The marketability and profitability of our products is subject to unknown
economic conditions.

      The marketability and profitability of our products may be adversely
affected by local, regional, national and international economic conditions
beyond our control and/or the control of our management. Favorable changes may
not necessarily enhance the marketability or profitability of the products. Even
under the most favorable marketing conditions, there is no guarantee that our
products can be sold or, if sold, that such sale will be made upon favorable
prices and terms.

Issuing preferred stock with rights senior to those of our common stock could
adversely affect holders of common stock.

      Our charter documents give our board of directors the authority to issue
series of preferred stock without a vote or action by our stockholders. The
board also has the authority to determine the terms of preferred stock,
including price, preferences and voting rights. The rights granted to holders of
preferred stock may adversely affect the rights of holders of our common stock.
For example, a series of preferred stock may be granted the right to receive a
liquidation preference - a pre-set distribution in the event of a liquidation -
that would reduce the amount available for distribution to holders of common
stock. In addition, the issuance of preferred stock could make it more difficult
for a third party to acquire a majority of our outstanding voting stock. As a
result, common stockholders could be prevented from participating in
transactions that would offer an optimal price for their shares.


                                       18
<PAGE>

                         Cautionary Statement Concerning
                           Forward-Looking Statements

      Some of the statements in this annual report are forward looking
statements, which are subject to risks and uncertainties. These risks and
uncertainties could cause actual results to differ materially from those
expressed in forward-looking statements. We base these forward-looking
statements on our expectations and projections about future events, which we
derive from the information currently available to us. Such forward-looking
statements relate to future events or our future performance. Forward-looking
statements are only predictions. The forward-looking events discussed in this
annual report, the documents to which we refer you and other statements made
from time to time by us or our representatives, may not occur, and actual events
and results may differ materially and are subject to risks, uncertainties and
assumptions about us. For these statements, we claim the protection of the
"bespeaks caution" doctrine. The forward-looking statements speak only as of the
date hereof, and we expressly disclaim any obligation to publicly release the
results of any revisions to these forward-looking statements to reflect events
or circumstances after the date of this filing.

Item 2. Description of Property

      At present, we do not own any property. Our executive offices currently
consist of shared office space located at 43 West 33rd Street, Suite 405, New
York, NY 10001 and telephone number (212) 947-3362, and shared offices at Ofer
Building, 5 Nahum Hefzadi Street, Jerusalem, Israel 95484. We have a
month-to-month lease for our New York office for which we pay approximately
$750/month. We have an eighteen-month lease for our Israel office at a monthly
rent of $1,843. We may require a larger office space if we grow. We believe
there is an adequate supply of suitable office space for lease in both Israel
and the United States on terms acceptable to us.

Item 3. Legal Proceedings

      None.

Item 4. Submission of Matters to a Vote of Security Holders

      None.



                                       19
<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

      Our common stock trades on the OTC Bulletin Board under the symbol "AMZB."
The following table shows the high and low bid prices for our common stock for
each quarter since August 1, 2003 as reported by the OTC Bulletin Board. All
share prices have been adjusted to provide 3-for 1 stock split which was
effected in December, 2003 and for the 1-for-8 reverse stock split which was
effected in February, 2004. We consider our stock to be "thinly traded" and any
reported sale prices may not be a true market-based valuation of the stock. Some
of the bid quotations from the OTC Bulletin Board set forth below may reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

<TABLE>
<CAPTION>
August 1, 2005 to July 31, 2006 (OTC Bulletin Board)       High Bid                     Low Bid
------------------------------------------------------------------------------------------------
<S>                                                        <C>                          <C>
First quarter                                                  $0.38                       $0.10
Second quarter                                                  0.42                        0.22
Third quarter                                                   0.34                        0.15
Fourth quarter                                                  0.26                        0.14

August 1, 2004 to July 31, 2005 (OTC Bulletin Board)       High Bid                     Low Bid
------------------------------------------------------------------------------------------------
First quarter                                               $   4.00                    $   0.50
Second quarter                                                  1.50                        0.40
Third quarter                                                   2.04                        0.18
Fourth quarter                                                  0.80                        0.19
</TABLE>

      As of October 11, 2006, there were approximately 733 record holders of our
common stock.

      We have not paid any cash dividends since our inception and do not
contemplate paying dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained to retire debt and for the operation of the
business.

      Shares eligible for future sale could depress the price of our common
stock, thus lowering the value of a buyer's investment. Sales of substantial
amounts of common stock, or the perception that such sales could occur, could
adversely affect prevailing market prices for shares of our common stock.

      Our revenues and operating results may fluctuate significantly from
quarter to quarter, which can lead to significant volatility in the price and
volume of our stock. In addition, stock markets have experienced extreme price
and volume volatility in recent years. This volatility has had a substantial
effect on the market prices of securities of many smaller public companies for
reasons unrelated or disproportionate to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of our common stock.

      Securities Authorized for Issuance Under Equity Compensation Plans. The
following provides information concerning compensation plans under which our
equity securities are authorized for issuance as of July 31, 2006:

<TABLE>
<CAPTION>
                                                  (a)                      (b)                         (c)
-------------------------------------    --------------------    ----------------------     ------------------------
<S>                                      <C>                     <C>                        <C>
Plan Category                                 Number of            Weighted-average          Number of securities
                                          securities to be         exercise price of          remaining available
                                             issued upon         outstanding options,         for future issuance
                                             exercise of          warrants and rights            under equity
                                             outstanding                                      compensation plans
                                          options, warrants                                  (excluding securities
                                             and rights                                       reflected in column
                                                                                                     (a))
-------------------------------------    --------------------    ----------------------     ------------------------
Equity compensation plans approved                   --                      $--                       --
by security holders
Equity compensation plans not                        --                       --                   10,000(1)
approved by security holders                                                                    1,450,000(2)
(1)(2)(3)(4)                                                                                           --(3)
                                                                                                       --(4)
Total                                                --                      $--                   1,460,000
</TABLE>


                                       20
<PAGE>

      (1) Amended and Restated Amazon Biotech, Inc. 2004 Stock Compensation
Plan. The purpose of our Amended and Restated Amazon Biotech, Inc. 2004 Stock
Compensation Plan is to advance the best interests of the company by providing
those persons who have a substantial responsibility for our management and
growth with additional incentive and by increasing their proprietary interest in
the success of the company, thereby encouraging them to maintain their
relationships with us. Further, the availability and offering of stock options
and common stock under the plan supports and increases our ability to attract
and retain individuals of exceptional talent upon whom, in large measure, the
sustained progress, growth and profitability which we depend. The total number
of shares available for the grant of either stock options or compensation stock
under the plan is 5,500,000 shares, subject to adjustment, and to date, we have
issued [5,490,000] shares.

      Our compensation committee which is appointed by our board of directors
administers our plan and has full power to grant stock options and common stock,
construe and interpret the plan, establish rules and regulations and perform all
other acts, including the delegation of administrative responsibilities, it
believes reasonable an proper. Any decision made, or action taken, by the
compensation committee or our board of directors arising out of or in connection
with the interpretation and administration of the plan is final and conclusive.

      The compensation committee or our board of directors, in its absolute
discretion, may award common stock to employees of, consultants to, and
directors of the company, and such other persons as the board of directors or
compensation committee may select, and permit holders of common stock options to
exercise such options prior to full vesting therein and hold the common stock
issued upon exercise of the option as common stock. Stock options may also be
granted by our board of directors or compensation committee to non-employee
directors of the company or other persons who are performing or who have been
engaged to perform services of special importance to the management, operation
or development of the company.

      In the event that our outstanding common stock is changed into or
exchanged for a different number or kind of shares or other securities of the
company by reason of merger, consolidation, other reorganization,
recapitalization, combination of shares, stock split-up or stock dividend,
prompt, proportionate, equitable, lawful and adequate adjustment shall be made
of the aggregate number and kind of shares subject to stock options which may be
granted under the plan.

      Our board of directors may at any time, and from time to time, suspend or
terminate the plan in whole or in part or amend it from time to time in such
respects as our board of directors may deem appropriate and in our best
interest.

      (2) Amazon Biotech, Inc. 2005 Stock Incentive Plan. The purpose of our
2005 Stock Incentive Plan is to advance the best interests of the company by
providing those persons who have a substantial responsibility for our management
and growth with additional incentive and by increasing their proprietary
interest in the success of the company, thereby encouraging them to maintain
their relationships with us. Further, the availability and offering of stock
options and common stock under the plan supports and increases our ability to
attract and retain individuals of exceptional talent upon whom, in large
measure, the sustained progress, growth and profitability which we depend. The
total number of shares available for the grant of either stock options or
compensation stock under the plan is 3,000,000 shares, subject to adjustment,
and to date, we have issued 1,550,000 shares.

      Our compensation committee which is appointed by our board of directors
administers our plan and has full power to grant stock options and common stock,
construe and interpret the plan, establish rules and regulations and perform all
other acts, including the delegation of administrative responsibilities, it
believes reasonable an proper. Any decision made, or action taken, by the
compensation committee or our board of directors arising out of or in connection
with the interpretation and administration of the plan is final and conclusive.

      The compensation committee or our board of directors, in its absolute
discretion, may award common stock to employees of, consultants to, and
directors of the company, and such other persons as the board of directors or
compensation committee may select, and permit holders of common stock options to
exercise such options prior to full vesting therein and hold the common stock
issued upon exercise of the option as common stock. Stock options may also be
granted by our board of directors or compensation committee to non-employee
directors of the company or other persons who are performing or who have been
engaged to perform services of special importance to the management, operation
or development of the company.


                                       21
<PAGE>

      In the event that our outstanding common stock is changed into or
exchanged for a different number or kind of shares or other securities of the
company by reason of merger, consolidation, other reorganization,
recapitalization, combination of shares, stock split-up or stock dividend,
prompt, proportionate, equitable, lawful and adequate adjustment shall be made
of the aggregate number and kind of shares subject to stock options which may be
granted under the plan.

      Our board of directors may at any time, and from time to time, suspend or
terminate the plan in whole or in part or amend it from time to time in such
respects as our board of directors may deem appropriate and in our best
interest.

      (3) Amazon Biotech, Inc. 2006 Stock Incentive Plan. The purpose of our
2006 Stock Incentive Plan is to advance the best interests of the company by
providing those persons who have a substantial responsibility for our management
and growth with additional incentive and by increasing their proprietary
interest in the success of the company, thereby encouraging them to maintain
their relationships with us. Further, the availability and offering of stock
options and common stock under the plan supports and increases our ability to
attract and retain individuals of exceptional talent upon whom, in large
measure, the sustained progress, growth and profitability which we depend. The
total number of shares available for the grant of either stock options or
compensation stock under the plan is 4,000,000 shares, subject to adjustment,
and to date, we have issued 4,000,000 shares.

      Our compensation committee which is appointed by our board of directors
administers our plan and has full power to grant stock options and common stock,
construe and interpret the plan, establish rules and regulations and perform all
other acts, including the delegation of administrative responsibilities, it
believes reasonable an proper. Any decision made, or action taken, by the
compensation committee or our board of directors arising out of or in connection
with the interpretation and administration of the plan is final and conclusive.

      The compensation committee or our board of directors, in its absolute
discretion, may award common stock to employees of, consultants to, and
directors of the company, and such other persons as the board of directors or
compensation committee may select, and permit holders of common stock options to
exercise such options prior to full vesting therein and hold the common stock
issued upon exercise of the option as common stock. Stock options may also be
granted by our board of directors or compensation committee to non-employee
directors of the company or other persons who are performing or who have been
engaged to perform services of special importance to the management, operation
or development of the company.

      In the event that our outstanding common stock is changed into or
exchanged for a different number or kind of shares or other securities of the
company by reason of merger, consolidation, other reorganization,
recapitalization, combination of shares, stock split-up or stock dividend,
prompt, proportionate, equitable, lawful and adequate adjustment shall be made
of the aggregate number and kind of shares subject to stock options which may be
granted under the plan.

      Our board of directors may at any time, and from time to time, suspend or
terminate the plan in whole or in part or amend it from time to time in such
respects as our board of directors may deem appropriate and in our best
interest.

      (4) Amazon Biotech, Inc. 2006 Stock Incentive Plan No. 2. The purpose of
our 2006 Stock Incentive Plan No. 2 is to advance the best interests of the
company by providing those persons who have a substantial responsibility for our
management and growth with additional incentive and by increasing their
proprietary interest in the success of the company, thereby encouraging them to
maintain their relationships with us. Further, the availability and offering of
stock options and common stock under the plan supports and increases our ability
to attract and retain individuals of exceptional talent upon whom, in large
measure, the sustained progress, growth and profitability which we depend. The
total number of shares available for the grant of either stock options or
compensation stock under the plan is 4,000,000 shares, subject to adjustment,
and to date, we have issued 4,000,000 shares.

      Our compensation committee which is appointed by our board of directors
administers our plan and has full power to grant stock options and common stock,
construe and interpret the plan, establish rules and regulations and perform all
other acts, including the delegation of administrative responsibilities, it
believes reasonable an proper. Any decision made, or action taken, by the
compensation committee or our board of directors arising out of or in connection
with the interpretation and administration of the plan is final and conclusive.


                                       22
<PAGE>

      The compensation committee or our board of directors, in its absolute
discretion, may award common stock to employees of, consultants to, and
directors of the company, and such other persons as the board of directors or
compensation committee may select, and permit holders of common stock options to
exercise such options prior to full vesting therein and hold the common stock
issued upon exercise of the option as common stock. Stock options may also be
granted by our board of directors or compensation committee to non-employee
directors of the company or other persons who are performing or who have been
engaged to perform services of special importance to the management, operation
or development of the company.

      In the event that our outstanding common stock is changed into or
exchanged for a different number or kind of shares or other securities of the
company by reason of merger, consolidation, other reorganization,
recapitalization, combination of shares, stock split-up or stock dividend,
prompt, proportionate, equitable, lawful and adequate adjustment shall be made
of the aggregate number and kind of shares subject to stock options which may be
granted under the plan.

      Our board of directors may at any time, and from time to time, suspend or
terminate the plan in whole or in part or amend it from time to time in such
respects as our board of directors may deem appropriate and in our best
interest.

      Recent Sales of Unregistered Securities

      On July 17, 2006, we ratified the issuance 200,000 units to a single
accredited investor (as defined under Section 501 of the Act) consisting of: (i)
one share of common stock and (ii) a warrant to purchase one share of our common
stock, with an exercise price of $1.13 per share. The units were sold for an
aggregate purchase price of $100,000, or $0.50 per unit. These issuances were
exempt under Section 4(2) of the Act.

      On June 29, 2006, we issued 360,000 shares of common stock to a single
accredited investor as liquidated damages for failure to have our registration
statement filed and declared effective per an executed contract with such
investor. The issuance was exempt under Section 4(2) of the Act.

      On May 11, 2006, we issued 1,200,000 shares of common stock to CJ
Lieberman, as a compensatory grant for services rendered. Our board valued the
common stock at $0.22 per share, for a total value of $264,000. The issuance was
exempt under Section 4(2) of the Act.

Item 6. Management's Discussion and Analysis or Plan of Operation

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 the 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. Upon the completion of the reorganization, 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."


                                       23
<PAGE>

      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 newly established 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.

      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 is 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. As of July 31, 2006, we had a working capital deficit of $119,647.
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. Since the commencement of our fiscal year, we have accepted deposits
of $130,000 to purchase our common stock, which represents cash received
pursuant to an agreement to purchase 1,250,000 shares of our common stock. We
raised approximately $350,000 in gross proceeds from the sale of common stock
and warrants in our fiscal year ended July 31, 2005. In addition, we raised
approximately $268,500 in gross proceeds from the sale of common stock and
warrants in our fiscal year ending July 31, 2004.


                                       24
<PAGE>

      We anticipate that we will need at least $3,000,000 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.


                                       25
<PAGE>

Item 7. Financial Statements

                                Table of Contents

Report of Independent Registered Public Accounting Firm                     F-1
Balance Sheets                                                              F-2
Statements of Operations                                                    F-3
Statements of Cash Flows                                                    F-4
Statement of Stockholders' Equity (Deficiency)                              F-6
Notes to Financial Statements                                               F-10


                                       26
<PAGE>

                              MEYLER & COMPANY, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748


             Report of Independent Registered Public Accounting Firm

Board of Directors
Amazon Biotech, Inc.
New York, NY


We have audited the accompanying balance sheets of Amazon Biotech, Inc., (a Utah
corporation in the  development  stage) as of July 31, 2006  (Restated) and 2005
and the related statements of operations,  stockholders' equity (deficiency) and
cash  flows  for the two years  then  ended  (2006 -  Restated)  and  cumulative
inception  (October  10,  2002) to July 31,  2006  (Restated).  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Amazon Biotech, Inc. as of July
31,  2006  (Restated)  and 2005 and the results of its  operations  and its cash
flows for the two years then ended (2006 - Restated)  and  cumulative  inception
(October 10, 2002) to July 31, 2006 (Restated) in conformity with U.S. generally
accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the company
will  continue  as a going  concern.  As  discussed  in Note B of the  financial
statements,  the Company has incurred net losses since  inception of $12,492,857
and has no significant  assets.  These conditions raise  substantial doubt about
its ability to continue as a going concern.  Management's  plans regarding those
matters are more fully  described  in Note B to the  financial  statements.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

See also Note A as to Restatement of financial  statements of amounts previously
reported.


                                                           Meyler & Company, LLC

Middletown, NJ
November 13, 2006
(Except as to Note A Restatement, and
Income Taxes, and Notes B and C as to
which  the date is  December 11, 2006)


                                      F-1
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  July 31,
                                                                       ----------------------------
                                                                           2006            2005
                                                                       ------------    ------------
                                                                        (Restated)
<S>                                                                    <C>             <C>
                                     ASSETS
CURRENT ASSETS

    Cash                                                               $     10,158    $        696
    Current portion of prepaid consulting expenses                          572,314
                                                                       ------------    ------------

            Total Current Assets                                            582,472             696

OFFICE EQUIPMENT, net of accumulated depreciation of $4,484
    and 2,055, respectively                                                   2,803           5,232

OTHER ASSETS
     Long term portion of prepaid consulting expenses                       183,333
     Intangible assets - Production rights                                      300             300
                                                                       ------------    ------------

             Total Assets                                              $    768,908    $      6,228
                                                                       ============    ============

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Demand note payable                                                                 $     53,000
   Accounts payable                                                    $     58,401          65,852
   Accrued consulting fees-officers                                         176,800          46,750
   Accrued payroll taxes                                                     79,317          71,001
   Accrued expenses                                                          61,296          31,516
   Due to affiliated companies                                               14,250           5,250
   Loan payable                                                              23,400
   Loan from officer                                                        158,655          68,045
   Deposit to acquire common stock                                          130,000         100,000
                                                                       ------------    ------------
            Total Current Liabilities                                       702,119         441,414

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; issued and outstanding
        43,025,634 and 29,240,634 shares, respectively                       43,026          29,241
   Additional contributed capital                                        12,516,620       9,358,203
   Deficit accumulated during the development stage                     (12,492,857)     (9,822,630)
                                                                       ------------    ------------

               Total Stockholders' Equity (Deficiency)                       66,789        (435,186)
                                                                       ------------    ------------

             Total Liabilities and Stockholders' Equity (Deficiency)   $    768,908    $      6,228
                                                                       ============    ============
</TABLE>

                 See accompanying notes to financial statements.


                                      F-2
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                          Cumulative
                                                                                           Inception
                                                For the  Years Ended July 31,         (October 10, 2002)
                                          ----------------------------------------        to July 31,
                                                 2006                  2005                  2006
                                          ------------------    ------------------    ------------------
                                              (Restated)                                  (Restated)
<S>                                       <C>                   <C>                   <C>
COSTS AND  EXPENSES
   Stock based compensation               $          323,250    $          230,500    $          893,750
   Stock issued for services                       1,634,300             1,084,894             9,862,194
   Consulting fees                                    33,630                29,400               100,520
   Consulting fees-officers                          186,350               167,401               591,451
   Other general office expenses                     225,585               402,526               775,775
   Amortization of consulting fees                   261,103                                     261,103
   Interest expense                                    3,580                                       3,580
   Depreciation                                        2,429                 1,546                 4,484
                                          ------------------    ------------------    ------------------
               Total Costs and Expenses            2,670,227             1,916,267            12,492,857
                                          ------------------    ------------------    ------------------

NET LOSS                                  $       (2,670,227)   $       (1,916,267)   $      (12,492,857)
                                          ==================    ==================    ==================

NET LOSS PER SHARE OF COMMON
    STOCK (basic and diluted)             $            (0.08)   $            (0.07)   $            (0.58)
                                          ==================    ==================    ==================

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                             34,064,138            26,316,168            21,520,989
                                          ==================    ==================    ==================
</TABLE>

                 See accompanying notes to financial statements.


                                      F-3
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                       Cumulative
                                                                                                        Inception
                                                              For the  Years Ended July 31,         (October 10, 2002)
                                                        ----------------------------------------        to July 31,
                                                               2006                  2005                  2006
                                                        ------------------    ------------------    ------------------
                                                            (Restated)                                  (Restated)

<S>                                                     <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                            $       (2,670,227)   $       (1,916,267)   $      (12,492,857)
    Adjustments to reconcile net loss to cash flows
      from operating activities:
          Stock based compensation                                 323,250               230,500               893,750
          Stock issued for services                              1,634,300             1,084,894             9,862,194
          Depreciation expense                                       2,429                 1,546                 4,484
          Amortization of consulting fees                          261,103                                     261,103
    Operating expenses paid by officer                                                                          37,045
    Changes in assets and liabilities:
      Increase in accounts payable                                  90,451                58,595               156,303
      Increase (decrease) in accrued consulting
        fees -officers                                             153,450                (5,449)              200,200
      Increase in due to affiliated companies                        9,000                                       9,000
      Increase in accrued payroll taxes                              8,316                71,001                79,317
      Increase in accrued expenses                                  29,780                28,766                66,546
                                                        ------------------    ------------------    ------------------
         Net cash used in operating activities                    (158,148)             (446,414)             (922,915)

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of office equipment                                                           (4,236)               (7,287)
                                                        ------------------    ------------------    ------------------
         Net cash used in investing activities                                            (4,236)               (7,287)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from demand note payable                                                      48,000                98,000
   Payments on demand note payable                                  (3,000)              (22,000)              (25,000)
   Proceeds from loan from officer                                  48,810                 5,500                64,310
   Payments on loan from officer                                    (8,200)               (1,500)              (15,700)
   Proceeds from deposit to acquire stock                          130,000               100,000               230,000
   Proceeds from issuance of common stock                                                320,250               588,750
                                                        ------------------    ------------------    ------------------

         Net cash provided by financing activities                 167,610               450,250               940,360
                                                        ------------------    ------------------    ------------------

         Net increase (decrease) in cash                             9,462                  (400)               10,158

CASH AT BEGINNING OF PERIOD                                            696                 1,096                    --
                                                        ------------------    ------------------    ------------------
CASH AT END OF PERIOD                                   $           10,158    $              696    $           10,158
                                                        ==================    ==================    ==================
</TABLE>

                 See accompanying notes to financial statements.


                                      F-4
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                      STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                        Cumulative
                                                                                                         Inception
                                                                 For the  Years Ended July 31,       (October 10, 2002)
                                                           ---------------------------------------       to July 31,
                                                                  2006                  2005               2006
                                                           ------------------   ------------------   ------------------
                                                               (Restated)                                 (Restated)
<S>                                                        <C>                  <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

   Interest paid                                           $            3,580   $                    $            3,580
                                                           ==================   ==================   ==================

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   $          323,250   $          230,500   $          893,750
                                                           ==================   ==================   ==================

   Issuance of common stock for services                   $        1,634,300   $        1,084,894   $        9,862,194
                                                           ==================   ==================   ==================

   Demand note payable paid by officer                     $           50,000   $           23,000   $           73,000
                                                           ==================   ==================   ==================

   Issuance of common stock for payment of accounts
      payable                                              $           97,902   $                    $           97,902
                                                           ==================   ==================   ==================

   Issuance of common stock for prepaid consulting fees    $        1,016,750   $                    $        1,016,750
                                                           ==================   ==================   ==================

   Pay-off accrued consulting fees- officers with
      loan payable                                         $           23,400   $                    $           23,400
                                                           ==================   ==================   ==================

   Issuance of common stock and reduction of deposits
      To acquire common stock                              $          100,000   $                    $          100,000
                                                           ==================   ==================   ==================
</TABLE>

                 See accompanying notes to financial statements.

                                      F-5
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                            July 31, 2006 (Restated)

<TABLE>
<CAPTION>
                                                      Preferred Stock              Common Stock             Additional
                                                 -------------------------   --------------------------    Contributed
                                                    Shares        Amount        Shares         Amount        Capital
                                                 -----------   -----------   -----------    -----------    -----------
<S>                                              <C>           <C>           <C>            <C>            <C>
Balance at July 31, 2003                                  --   $        --       449,072    $       449    $   298,493
ASYST pre-acquisition net loss
December 10, 2001- 3 for 1 split                                                 898,144            898           (898)
February 12, 2004- 8 for 1 reverse split                                      (1,178,332)        (1,178)         1,178
Recharacterize accumulated deficit upon merger                                                                (375,697)
Capitalization of ASYST liabilities                                                                             77,055
Cancellation of ASYST shares                                                    (131,250)          (131)           131
                                                 -----------   -----------   -----------    -----------    -----------
Balance prior to merger                                   --            --        37,634             38            262

Exchange of 16,000,000 shares of ASYST                                        16,000,000         16,000        (16,000)
 for Amazon Biotech, Inc.
Issuance of 4,290,000 shares for consulting                                    4,290,000          4,290      4,285,710
 services valued at $1.00 per share
Proceeds from issuance of 750,000 shares                                         750,000            750          1,250
 at $.0027 per share
Proceeds from issuance of 200,000 shares                                         200,000            200         99,800
 at $0.50 per share
Proceeds from issuance of 120,000 shares                                         120,000            120        119,880
 at $1.00 per share
Proceeds from issuance of 50,000 shares                                           50,000             50         46,450
 at $0.93 per share
Issuance of 1,993,000 shares for consulting                                    1,993,000          1,993      1,991,007
 services valued at $1.00 per share
Issuance of 1,200,000 shares for consulting                                    1,200,000          1,200      1,198,800
 services valued at $1.00 per share
Net Loss for the year ended July 31, 2004
                                                 -----------   -----------   -----------    -----------    -----------
 Balance at July 31, 2004                                 --            --    24,640,634         24,641      7,727,159

<CAPTION>
                                                                Income (Deficit)
                                                                  Accumulated          Total
                                                                  During the        Stockholders
                                                  Accumulated     Development          Equity
                                                    Deficit          Stage          (Deficiency)
                                                  -----------   ----------------    -----------
<S>                                               <C>           <C>                 <C>
Balance at July 31, 2003                          $  (353,048)  $          3,087    $    (51,019)
ASYST pre-acquisition net loss                        (26,036)                           (26,036)
December 10, 2001- 3 for 1 split
February 12, 2004- 8 for 1 reverse split
Recharacterize accumulated deficit upon merger        379,084             (3,087)            300
Capitalization of ASYST liabilities                                                       77,055
Cancellation of ASYST shares
                                                  -----------   ----------------    ------------
Balance prior to merger                                    --                 --             300

Exchange of 16,000,000 shares of ASYST
 for Amazon Biotech, Inc.
Issuance of 4,290,000 shares for consulting                                            4,290,000
 services valued at $1.00 per share
Proceeds from issuance of 750,000 shares                                                   2,000
 at $.0027 per share
Proceeds from issuance of 200,000 shares                                                 100,000
 at $0.50 per share
Proceeds from issuance of 120,000 shares                                                 120,000
 at $1.00 per share
Proceeds from issuance of 50,000 shares                                                   46,500
 at $0.93 per share
Issuance of 1,993,000 shares for consulting                                            1,993,000
 services valued at $1.00 per share
Issuance of 1,200,000 shares for consulting                                            1,200,000
 services valued at $1.00 per share
Net Loss for the year ended July 31, 2004                             (7,906,363)     (7,906,363)
                                                  -----------   ----------------    ------------
 Balance at July 31, 2004                                  --         (7,906,363)       (154,563)
</TABLE>

                See accompanying notes to financial statements.


                                      F-6
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                            July 31, 2006 (Restated)

<TABLE>
<CAPTION>
                                                   Preferred Stock              Common Stock           Additional
                                              -------------------------   -------------------------   Contributed
                                                Shares        Amount        Shares         Amount       Capital
                                              -----------   -----------   -----------   -----------   -----------

<S>                                           <C>           <C>           <C>           <C>           <C>
 Balance at July 31, 2004                              --   $        --    24,640,634   $    24,641   $ 7,727,159

Proceeds from issuance of 100,000 shares                                      100,000           100        49,900
 at $0.50 per share
Issuance of 540,000 shares for services                                       540,000           540       253,260
 valued at $0.47 per share
Issuance of 180,000 shares for services                                       180,000           180        89,820
 valued at $0.50 per share
Proceeds from issuance of 100,000 shares at                                   100,000           100        49,900
 $0.50 per share
Issuance of 1,500,000 shares for services                                   1,500,000         1,500       418,500
 valued at $0.28 per share
Issuance of 120,000 shares for services                                       120,000           120        33,480
 valued at $0.28 per share
Proceeds from issuance of 200,000 shares                                      200,000           200        99,800
 at $0.50 per share
Proceeds from issuance of 300,000 shares                                      300,000           300       149,700
 at $0.50 per share
Costs incurred in private placement                                                                       (29,750)
Issuance of 125,000 common stock warrants                                                                  77,494
Issuance of 10,000 shares for services
 valued at $0.65 per share                                                     10,000            10         6,490
Issuance of 1,550,000 shares for services
 valued at $0.28 per share                                                  1,550,000         1,550       432,450
Net Loss for the year ended July 31, 2005
                                              -----------   -----------   -----------   -----------   -----------
Balance at July 31, 2005                               --            --    29,240,634        29,241     9,358,203

<CAPTION>
                                                            Income (Deficit)
                                                               Accumulated          Total
                                                                During the      Stockholders
                                              Accumulated      Development         Equity
                                                Deficit           Stage         (Deficiency)
                                              -----------   ----------------    ------------

<S>                                           <C>           <C>                 <C>
 Balance at July 31, 2004                     $        --   $     (7,906,363)   $   (154,563)

Proceeds from issuance of 100,000 shares                                              50,000
 at $0.50 per share
Issuance of 540,000 shares for services                                              253,800
 valued at $0.47 per share
Issuance of 180,000 shares for services                                               90,000
 valued at $0.50 per share
Proceeds from issuance of 100,000 shares at                                           50,000
 $0.50 per share
Issuance of 1,500,000 shares for services                                            420,000
 valued at $0.28 per share
Issuance of 120,000 shares for services                                               33,600
 valued at $0.28 per share
Proceeds from issuance of 200,000 shares                                             100,000
 at $0.50 per share
Proceeds from issuance of 300,000 shares                                             150,000
 at $0.50 per share
Costs incurred in private placement                                                  (29,750)
Issuance of 125,000 common stock warrants                                             77,494
Issuance of 10,000 shares for services
 valued at $0.65 per share                                                             6,500
Issuance of 1,550,000 shares for services
 valued at $0.28 per share                                                           434,000
Net Loss for the year ended July 31, 2005                         (1,916,267)     (1,916,267)
                                              -----------   ----------------    ------------
Balance at July 31, 2005                               --         (9,822,630)       (435,186)
</TABLE>

                See accompanying notes to financial statements.


                                      F-7
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                            July 31, 2006 (Restated)

<TABLE>
<CAPTION>
                                                  Preferred Stock               Common Stock            Additional
                                             -------------------------   --------------------------    Contributed
                                                Shares        Amount        Shares         Amount        Capital
                                             -----------   -----------   -----------    -----------    -----------
<S>                                          <C>           <C>           <C>            <C>            <C>
Balance at July 31, 2005                              --   $        --    29,240,634    $    29,241    $ 9,358,203

Shares issued under S-8 for consulting
 services at $0.17 per share                                                 750,000            750        126,750
Shares issued under S-8 for legal services
 at $0.13022 per share pursuant to a
 10b5-1 plan                                                                 204,000            204         26,361
Shares issued for consulting services
 at $0.17 per share                                                        1,250,000          1,250        211,250
Shares issued under S-8 for legal services
 at $0.30 per share pursuant to a
 10b5-1 plan                                                                  76,000             76         22,724
Shares issued under S-8 for consulting
 services at $0.30 per share                                                 420,000            420        125,580
Shares voluntarily surrendered by officer
 for no consideration                                                       (640,000)          (640)           640
Shares issued to officer for services
 rendered at $0.31 per share                                                  75,000             75         23,175
Shares issued under S-8 for consulting
 services at $0.26 per share                                                 580,000            580        150,220
Shares issued under S-8 for legal services
 at  $0.20895 per share pursuant to a
 10b5-1 plan                                                                  60,000             60         12,477
Shares issued for consulting services
 at $0.19 per share                                                           50,000             50          9,450
Shares issued under S-8 to officer for
 services rendered at $0.17 per share                                        150,000            150         25,350
Shares issued under S-8 for consulting
 services at $0.19 per share                                               1,500,000          1,500        283,500
Shares issued under S-8 for consulting
 services at $0.27 per share                                               1,000,000          1,000        269,000

<CAPTION>
                                                                                   Income (Deficit)
                                                                                     Accumulated         Total
                                                                                      During the      Stockholders
                                                                     Accumulated     Development         Equity
                                                                       Deficit         Stage          (Deficiency)
                                                                     -----------   ----------------   ------------
<S>                                                                  <C>           <C>                <C>
Balance at July 31, 2005                                             $        --   $     (9,822,630)  $   (435,186)

Shares issued under S-8 for consulting
 services at $0.17 per share                                                                               127,500
Shares issued under S-8 for legal services
 at $0.13022 per share pursuant to a
 10b5-1 plan                                                                                                26,565
Shares issued for consulting services
 at $0.17 per share                                                                                        212,500
Shares issued under S-8 for legal services
 at $0.30 per share pursuant to a
 10b5-1 plan                                                                                                22,800
Shares issued under S-8 for consulting
 services at $0.30 per share                                                                               126,000
Shares voluntarily surrendered by officer
 for no consideration
Shares issued to officer for services
 rendered at $0.31 per share                                                                                23,250
Shares issued under S-8 for consulting
 services at $0.26 per share                                                                               150,800
Shares issued under S-8 for legal services
 at  $0.20895 per share pursuant to a
 10b5-1 plan                                                                                                12,537
Shares issued for consulting services
 at $0.19 per share                                                                                          9,500
Shares issued under S-8 to officer for
 services rendered at $0.17 per share                                                                       25,500
Shares issued under S-8 for consulting
 services at $0.19 per share                                                                               285,000
Shares issued under S-8 for consulting
 services at $0.27 per share                                                                               270,000
</TABLE>

                See accompanying notes to financial statements.


                                      F-8
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                            July 31, 2006 (Restated)

<TABLE>
<CAPTION>


                                                      Preferred Stock              Common Stock           Additional
                                                 -------------------------   --------------------------  Contributed
                                                   Shares         Amount       Shares        Amount        Capital
                                                 -----------   -----------   -----------   -----------   -----------
<S>                                              <C>           <C>           <C>           <C>           <C>
Shares issued under S-8 for consulting
 services at $0.28 per share                                                   1,200,000   $     1,200   $   334,800
Shares issued for consulting services at
 $0.29 per share                                                                  75,000            75        21,675
Shares issued under S-8 for legal
 services at $0.20 per share
 pursuant to a 10b5-1 plan                                                       100,000           100        19,900
Shares issued to officer for services
 rendered at $0.22 per share                                                   1,200,000         1,200       262,800
Shares issued for consulting services at
 $0.22 per share                                                               2,000,000         2,000       438,000
Shares issued for consulting services at
 $0.20 per share                                                               3,000,000         3,000       597,000
Shares issued for penalties at $0.20 per
 share relating to late filing of
 registration statement                                                          360,000           360        71,640
Shares issued to officer for services
 rendered at $0.14 per share                                                      75,000            75        10,425
Shares issued under S-8 for legal services
 at $0.16 per share pursuant to a
 10b5-1 plan                                                                     100,000           100        15,900
Proceeds from sale of stock at $0.30315 per
 share                                                                           200,000           200        60,429
Valuation of warrants attached to common stock                                                                39,371
Net Loss for the year ended July 31, 2006
                                                 -----------   -----------   -----------   -----------   -----------
Balance at July 31, 2006                                                --   $43,025,634   $    43,026   $12,516,620
                                                 ===========   ===========   ===========   ===========   ===========

<CAPTION>
                                                                                    Income (Deficit)
                                                                                      Accumulated         Total
                                                                                       During the      Stockholders
                                                                     Accumulated      Development         Equity
                                                                       Deficit           Stage         (Deficiency)
                                                                    -------------   ----------------   ------------
<S>                                                                 <C>             <C>                <C>
Shares issued under S-8 for consulting
 services at $0.28 per share                                                                           $    336,000
Shares issued for consulting services at
 $0.29 per share                                                                                             21,750
Shares issued under S-8 for legal
 services at $0.20 per share
 pursuant to a 10b5-1 plan                                                                                   20,000
Shares issued to officer for services
 rendered at $0.22 per share                                                                                264,000
Shares issued for consulting services at
 $0.22 per share                                                                                            440,000
Shares issued for consulting services at
 $0.20 per share                                                                                            600,000
Shares issued for penalties at $0.20 per
 share relating to late filing of
 registration statement                                                                                      72,000
Shares issued to officer for services
 rendered at $0.14 per share                                                                                 10,500
Shares issued under S-8 for legal services
 at $0.16 per share pursuant to a
 10b5-1 plan                                                                                                 16,000
Proceeds from sale of stock at $0.30315 per
 share                                                                                                       60,629
Valuation of warrants attached to common stock                                                               39,371
Net Loss for the year ended July 31, 2006                                                 (2,670,227)    (2,670,227)
                                                                    -------------   ----------------   ------------
Balance at July 31, 2006                                            $          --   $    (12,492,857)  $     66,789
                                                                    =============   ================   ============
</TABLE>

                See accompanying notes to financial statements.


                                      F-9
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                            July 31, 2006 (Restated)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RESTATEMENT

Organization and Nature of Operations

Amazon Biotech, Inc. (the "Company"), a Utah corporation, is a development stage
company and has had no operating  revenue to date.  The Company has  developed a
product called AMZ 0026,  which has an FDA approved IND procedure for Phase I/II
clinical  studies  for  HIV/AIDS.  This  product  was  developed  by a group  of
scientists  after more than 15 years of research and a  significant  investment.
Amazon  Biotech,  Inc. was  initially  incorporated  in the state of Delaware on
October, 10, 2002 as Healthy  Cholesterol,  Inc. The Company changed its name to
Amazon Biotech,  Inc. on May 15, 2003. The Company had no activity prior to July
31, 2003.

Reverse Merger

On  February  20,  2004,  the  stockholders  of Amazon  Biotech,  Inc.  acquired
16,000,000  shares of ASYST  Corporation  common stock in an exchange of shares,
thereby obtaining control of the company. Subsequent to the acquisition,  Amazon
Biotech,  Inc. controlled 99% of the outstanding common stock of the Company. In
this connection,  Amazon Biotech, Inc. became a wholly owned subsidiary of ASYST
Corporation and its officers and directors replaced ASYST Corporation's officers
and directors.  Prior to the acquisition,  ASYST Corporation was a non-operating
public shell corporation.  Pursuant to Securities and Exchange Commission rules,
the merger or acquisition of a private  operating  company into a  non-operating
public  shell  corporation  with  nominal  net  assets is  considered  a capital
transaction.  Accordingly,  for accounting  purposes,  the  acquisition has been
treated  as an  acquisition  of  Amazon  Biotech,  Inc.  by  the  Company  and a
recapitalization of ASYST Corporation. Since the merger is a recapitalization of
ASYST Corporation and not a business  combination,  pro-forma information is not
presented.

Restatement

The balance sheet at July 31, 2006, was restated for the  authorization to issue
3,175,000 shares of common stock issued as stock based  compensation,  stock for
services,  and  accrued  expenses  which  were not  included  as  issued  in the
financial  statements  as originally  filed.  The effect of these changes was to
increase common stock by $3,175, additional contributed capital by $627,325, and
deficit accumulated during the development stage by $630,500.

The statement of  operations  for the year ended July 31, 2006,  and  cumulative
inception (October 10, 2002) to July 31, 2006, were restated to properly reflect
stock based compensation, stock for services, consulting fees, consulting fees -
officers,  and other general office expenses. The effect of these changes was to
increase the net loss for the year ended July 31, 2006 and cumulative  inception
(October 10, 2002) to July 31, 2006 by $630,500.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts  reported in the financial  statements.  Actual results could
differ from those estimates.

Cash and Cash Equivalents

The Company  considers all  highly-liquid  investments  with a maturity of three
months or less when  purchased to be cash  equivalents.  The Company had no cash
equivalents at July 31, 2006 or 2005.


                                      F-10
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                            July 31, 2006 (Restated)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

The Company accounts for income taxes using the liability method, which requires
the   determination  of  deferred  tax  assets  and  liabilities  based  on  the
differences  between the financial and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which  differences  are  expected to
reverse. Deferred tax assets are adjusted by a valuation allowance, if, based on
the weight of available  evidence,  it is more likely than not that some portion
or all of the deferred tax assets will not be realized.

At July 31,  2006,  the Company has net  operating  loss  carryforwards  for tax
purposes of approximately $7,157,000 which expire in 2024. Since the Company has
generated   operating   losses  since   inception,   a  deferred  tax  asset  of
approximately $2,505,000 has been offset by a valuation allowance of $2,505,000.
The  valuation  allowance  increased by $648,000  during the year ended July 31,
2006.

Net Loss Per Common Share

The Company computes per share amounts in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share" (EPS"). SFAS No. 128
requires  presentation  of basic  and  diluted  EPS.  Basic EPS is  computed  by
dividing   the  income   (loss)   available  to  common   stockholders   by  the
weighted-average number of common shares outstanding for the period. Diluted EPS
is based on the  weighted-average  number of shares of common  stock and  common
stock equivalents outstanding during the periods.

Business Combinations and Intangible Assets

The Financial Accounting Standards Board ("FASB") issued SFAS NO. 141, "Business
Combinations"  which  requires the purchase  method of  accounting  for business
combinations and eliminates the pooling-of-interests method.

The FASB issued SFAS NO. 142,  "Goodwill  and Other  Intangible  Assets",  which
requires the discontinuance of goodwill amortization.  In addition, the standard
includes  provisions for the  reclassification  of certain  existing  recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles,  reclassification of certain intangibles out of previously reported
goodwill and the  identification  of  reporting  units for purposes of assessing
potential future impairment of goodwill.

The FASB issued  SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets". SFAS No. 144 changes the accounting for long-lived assets to
be held  and  used by  eliminating  the  requirement  to  allocate  goodwill  to
long-lived  assets to be tested  for  impairment,  by  providing  a  probability
weighted  cash  flow  estimation  approach  to deal  with  situations  in  which
alternative  courses of action to recover the carrying amount of possible future
cash flows and by  establishing a  primary-asset  approach to determine the cash
flow estimation period for a group of assets and liabilities that represents the
unit of  accounting  for  long-lived  assets to be held and used.  SFAS No.  144
changes the  accounting  for  long-lived  assets to be disposed of other than by
sale by  requiring  that  the  depreciable  life  of a  long-lived  asset  to be
abandoned  be revised to reflect a shortened  useful life and by  requiring  the
impairment loss to be recognized at the date a long-lived asset is exchanged for
a  similar  productive  asset or  distributed  to owners  in a  spin-off  if the
carrying  amount of the asset  exceeds its fair  value.  SFAS No 144 changes the
accounting  for  long-lived  assets to be disposed of by sale by requiring  that
discontinued  operations no longer be recognized in a net realizable value basis
(but at the lower of  carrying  amount or fair  value  less  costs to sell),  by
eliminating  the  recognition  of  future   operating   losses  of  discontinued
components  before they occur and by broadening the presentation of discontinued
operations in the income statement to include a component of an entity


                                      F-11
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                            July 31, 2006 (Restated)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Business Combinations and Intangible Assets (Continued)

rather  than a  segment  of a  business.  A  component  of an  entity  comprises
operations and cash flows that can be clearly distinguished,  operationally, and
for financial reporting purposes, from the rest of the entity.

Office Equipment and Depreciation

Office  equipment is stated at cost and is  depreciated  using the straight line
method  over the  estimated  useful  lives  of the  respective  assets.  Routine
maintenance,  repairs  and  replacement  costs  are  expensed  as  incurred  and
improvements  that  extend the useful life of the assets are  capitalized.  When
equipment  is sold or otherwise  disposed  of, the cost and related  accumulated
depreciation  are eliminated from the accounts and any resulting gain or loss is
recognized in operations.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based  Compensation"  prescribes  accounting
and  reporting  standards  for all  stock-based  compensation  plans,  including
employee  stock  options,  restricted  stock,  employee stock purchase plans and
stock appreciation  rights. SFAS No. 123 requires employee  compensation expense
to be recorded (1) using the fair value method or (2) using the intrinsic  value
method as prescribed by accounting  Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees"  ("APB25") and related  interpretations  with pro
forma  disclosure  of what net income and  earnings per share would have been if
the Company  adopted the fair value  method.  The Company  accounts for employee
stock  based  compensation  in  accordance  with the  provisions  of APB 25. For
non-employee  options and  warrants,  the company  uses the fair value method as
prescribed  in SFAS 123.  The FASB has  issued  SFAS No.  123(R)  effective  for
periods  beginning after June 15, 2005. SFAS No. 123(R) states that  share-based
payment  liabilities  incurred to  employees  must be measured at fair value and
must be recorded as expense.

NOTE B - GOING CONCERN

As shown in the accompanying financial statements,  the Company has had no sales
revenues,  has  incurred net losses since  inception of  $12,492,857  and has no
significant  assets at July 31,  2006.  The Company is seeking to raise  capital
through private placements. However, there is no assurance that the Company will
be successful in its efforts to raise additional working capital.

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 C - COMMON STOCK

On February 23, 2004,  the Company  issued 750,000 shares of its common stock to
an investor for $2,000 or $0.0027 per share.

In connection  with a private  placement on April 25, 2004,  the Company  issued
200,000  shares of its common stock and 100,000  common stock  warrants at $6.00
per share at $0.50 per share,  realizing  $100,000.  Each warrant is entitled to
purchase one share of common stock.


                                      F-12
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                            July 31, 2006 (Restated)

NOTE C - COMMON STOCK (CONTINUED)

On March 3, 2004, the Company issued  4,290,000  shares under an S-8 Filing with
the  Securities and Exchange  Commission to consultants at $1.00 per share.  The
aggregate   remuneration   of  $4,290,000  has  been  recorded  as  stock  based
compensation expense in the current year.

In March and April 2004, the Company under a revised private placement plan sold
120,000  shares of its common  stock and 120,000  warrants at $6.00 per share to
investors at $1.00 per share,  realizing  $120,000.  Each warrant is entitled to
purchase one share of common stock.

The Company under a revised  private  placement  plan sold 50,000 shares on June
25, 2004 of its common stock and 50,000 warrants at $6.00 per share to investors
at $0.93 per share,  realizing $46,500. Each warrant is entitled to purchase one
share of common stock.

On June 1, 2004, the Company issued 1,200,000 shares to consultants at $1.00 per
share recording stock based compensation of $1,200,000. Under the agreement with
the  consultants,  the Company is required to register these shares under an S-8
Filing.

On June 1, 2004, the Company issued 1,993,000 shares to consultants for services
rendered at $1.00 per share recording stock based compensation of $1,993,000.

On  November  2, 2004 and  December  15,  2004,  the  Company  entered  into two
Securities  Purchase  Agreements  to issue a total of 200,000 units at $0.50 per
unit.  Each  unit  consists  of one share of common  stock  and one  warrant  to
purchase  one  share of common  stock at $0.58 per  share,  and one  warrant  to
purchase one share of common stock at $0.72 per share.

On November 3, 2004,  the Company  authorized  the issuance of 540,000 shares of
its common stock in connection with consulting  agreements entered into with the
five  members  of the  Company's  Scientific  Advisory  Board and the CEO of the
Company.  Stock based  compensation  of $253,800 was recorded based on $0.47 per
share.

On November 30, 2004,  the Company  authorized the issuance of 180,000 shares of
its common stock upon  entering into two  consulting  agreements of which one of
the agreements is with the President of the Company.  20,000 shares of the stock
were issued to the President of the Company. Stock based compensation of $90,000
was recorded based on $0.50 per share.

On February 3, 2005, the Company  authorized the issuance of 1,500,000 shares of
its  common  stock in  connection  with a  consulting  agreement  into which the
Company  entered.  Stock based  compensation  of $420,000 was recorded  based on
$0.28 per share.

On February 3, 2005,  the Company  authorized  the issuance of 120,000 shares of
its common stock for consulting services, of which 100,000 shares were issued to
the President of the Company.  Stock based  compensation of $33,600 was recorded
based on $0.28 per share.

On February 24, 2005, the Company entered into a Securities  Purchase  Agreement
to issue  200,000  units at $0.50 per unit.  Each unit  consists of one share of
common  stock and one warrant to purchase one share of common stock at $0.58 per
share, and one warrant to purchase one share of common stock at $0.72 per share.


                                      F-13
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                            July 31, 2006 (Restated)

NOTE C - COMMON STOCK (CONTINUED)

On March 7, 2005, the Company  entered into a Securities  Purchase  Agreement to
issue 300,000 units at $0.50 per unit. Each unit consists of one share of common
stock and one warrant to purchase  one share of common stock at $1.13 per share.
Costs incurred in the private  placement  totaling  $29,750 have been charged to
additional contributed capital.

On May 5,  2005,  the  Company  issued  10,000  shares  of its  common  stock to
consultants for $0.65 per share recording stock based compensation of $6,500.

On July 29, 2005,  the Company issued  1,550,000  shares of its common stock for
consulting  services to  officers of the Company and a member of its  Scientific
Advisory  Board,  at $0.28 per  share  recording  stock  based  compensation  of
$434,000.

On August 18, 2005,  the Company  authorized  the issuance of 750,000  shares of
common stock under an S-8 filing with the Securities and Exchange  Commission to
a consultant for services rendered.  Stock for services of $127,500 was recorded
based on $0.17 per share.

On September 10, 2005,  the Company  issued 204,000 shares of common stock under
an S-8 filing with the Securities and Exchange  Commission at $0.13022 per share
as payment for accounts payable in the amount of $26,565.

On September 13, 2005, the Company  authorized the issuance of 1,250,000  shares
of common stock to a consultant  for  services  rendered.  Stock for services of
$212,500 was recorded based on $0.17 per share. At July 31, 2006, 850,000 shares
of common stock have yet to be issued  however they have been included in shares
issued and outstanding at July 31, 2006.

On October 26, 2005,  the Company  issued 76,000 shares of common stock under an
S-8 filing with the  Securities  and Exchange  Commission  at $0.30 per share as
payment for accrued expenses in the amount of $22,800.

On October 26, 2005,  the Company  authorized  the issuance of 420,000 shares of
common stock under an S-8 filing with the Securities and Exchange  Commission to
a consultant for services rendered.  Stock for services of $126,000 was recorded
based on $0.30 per share.

On November 1, 2005, an officer of the Company  returned to the Company  640,000
shares of common stock previously issued to him.

On November 9, 2005,  the Company  authorized  the issuance of 75,000  shares of
common stock to an officer of the Company  pursuant to an employment  agreement.
Stock based  compensation  of $23,250 was recorded based on $0.31 per share.  At
July 31, 2006,  the shares have yet to be issued however they have been included
in shares issued and outstanding at July 31, 2006.

On November 29, 2005,  the Company  authorized the issuance of 580,000 shares of
common stock under an S-8 Filing with the Securities and Exchange  Commission to
a consultant for services rendered.  Stock for services of $150,800 was recorded
based on $0.26 per share.

On January 31, 2006, the Company issued 60,000 shares of common stock under an
S-8 Filing with the Securities and Exchange Commission at $0.20895 per share as
payment for accounts payable in the amount of $12,537.


                                      F-14
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                            July 31, 2006 (Restated)

NOTE C - COMMON STOCK (CONTINUED)

On February 3, 2006,  the Company  authorized  the issuance of 50,000  shares of
common stock to a consultant for services rendered. Stock for services of $9,500
was recorded based on $0.19 per share.

On February 25, 2006,  the Company  authorized the issuance of 150,000 shares of
common stock under an S-8 Filing with the Securities and Exchange  Commission to
an officer of the  Company  pursuant  to an  employment  agreement.  Stock based
compensation of $25,500 was recorded based on $0.17 per share.

On March 17, 2006, the Company  authorized  the issuance of 1,500,000  shares of
common stock under an S-8 Filing with the Securities and Exchange  Commission to
a consultant pursuant to a twelve month consulting agreement. Prepaid consulting
fees of $285,000 were recorded on $0.19 per share.

On April 1, 2006,  the Company  authorized  the issuance of 1,000,000  shares of
common stock under an S-8 Filing with the Securities and Exchange  Commission to
a consultant pursuant to a twelve month consulting agreement. Prepaid consulting
fees of $270,000 were recorded on $0.27 per share.

On April 10, 2006, the Company  authorized  the issuance of 1,200,000  shares of
common stock under an S-8 Filing with the Securities and Exchange  Commission to
a consultant for services rendered.  Stock for services of $336,000 was recorded
based on $0.28 per share.

On April 11,  2006,  the Company  authorized  the  issuance of 75,000  shares of
common stock to  consultants  pursuant to a twelve month  consulting  agreement.
Prepaid  consulting  fees of $21,750 was recorded  based on $0.29 per share.  At
July 31, 2006, the shares have yet to be issued however, they have been included
in shares issued and outstanding at July 31, 2006.

On April 26, 2006,  the Company  issued  100,000 shares of common stock under an
S-8 filing with the  Securities  and Exchange  Commission  at $0.20 per share as
payment for accrued expenses in the amount of $20,000.

On May 11, 2006, the Company issued  1,200,000  shares of its common stock to an
employee and major stockholder for services  rendered.  Stock based compensation
of $264,000 was recorded based on $0.22 per share.

On June 4, 2006,  the Company issued  2,000,000  shares of its common stock to a
consultant pursuant to a two year consulting agreement.  Prepaid consulting fees
of $440,000 was recorded based on $0.22 per share.  At July 31, 2006, the shares
have yet to be issued,  however  they have been  included  in shares  issued and
outstanding at July 31, 2006.

On June 13, 2006, the Company authorized the issuance of 3,000,000 shares of its
common stock under an S-8 Filing with the Securities and Exchange  Commission to
a consultant for services rendered.  Stock for services of $600,000 was recorded
based on $0.20 per share.  At July 31, 2006,  the Company has not issued 500,000
of the shares  however they have been included in shares issued and  outstanding
at July 31, 2006.

On June 27, 2006,  the Company  issued  360,000  shares of its common stock to a
consultant as a penalty for the late filing of a registration  statement.  Stock
for services of $72,000 was recorded based on $0.20 per share.

On July 1, 2006, the Company  authorized the issuance of 75,000 shares of common
stock to an officer of the Company  pursuant to an employment  agreement.  Stock
based compensation of $10,500 was recorded based on $0.14 per share. At July 31,
2006, the shares have yet to be issued however they have been included in shares
issued and outstanding at July 31, 2006.


                                      F-15
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                            July 31, 2006 (Restated)

NOTE C - COMMON STOCK (CONTINUED)

On July 17, 2006, the Company issued 100,000 shares of its common stock under an
S-8 filing with the  Securities  and Exchange  Commission  at $0.16 per share as
payment for accrued expenses in the amount of $16,000.

On July 17, 2006,  the Company issued 200,000 shares of its common stock under a
unit offering which was sold at $0.50 per unit. Each unit consisted of one share
of common stock and one common stock warrant.  The Company  employed a valuation
consultant  to value the unit  offering.  As such,  the fair value of each share
sold was valued at $0.30315  or $60,629  and the fair value of each  warrant was
valued at $0.19686 per warrant or $39,371.  At July 31, 2006, 30,000 shares have
yet to be  issued,  however  they  have  been  included  in  shares  issued  and
outstanding at July 31, 2006.

Included in shares of common stock issued and  outstanding at July 31, 2006, 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.

NOTE D - OFFICE EQUIPMENT

Office equipment is comprised of the following at July 31,

                                                2006           2005
                                             -----------    -----------
       Computer equipment                    $     7,287    $     7,287
       Less accumulated depreciation              (4,484)        (2,055)
                                             -----------    -----------

       Office equipment, net                 $     2,803    $     5,232
                                             ===========    ===========

Depreciation  expense for the years ended July 31, 2006 and 2005 and  cumulative
inception  (October  10, 2002) to July 31, 2006  amounted to $2,429,  $1,546 and
$4,484, respectively.

NOTE E - RELATED PARTY TRANSACTIONS

Loan from officer represents expenses and loans paid on behalf of the company in
the amounts of $51,030 and $37,045,  and working capital loans to the Company in
the  amounts of $47,780  and  $27,000  during the years  ended July 31, 2006 and
2005,  respectively.  During the year ended July 31,  2006,  $8,200 was  repaid.
These  loans  at July 31,  2006 and 2005  amounting  to  $158,655  and  $68,045,
respectively, are non-interest bearing and have no stated terms of repayment.

Stock based  compensation  includes  $312,750  and $811,400  for  1,425,000  and
2,390,000  shares of common  stock issued to officers of the Company and members
of its Scientific  Advisory Board for consulting services during the years ended
July 31, 2006 and 2005, respectively.

Due to affiliated companies amounting to $14,250 and $5,250 at July 31, 2006 and
2005,  respectively,  represent  amounts due for rent for the Company's New York
office. See Note G.

NOTE F - DEPOSIT TO ACQUIRE COMMON STOCK

Deposit  to acquire  common  stock in the amount of  $130,000  at July 31,  2006
represents  cash  received  pursuant  to a  Securities  Purchase  Agreement  for
1,250,000  shares of the Company's  common stock.  The total  purchase  price is
$250,000. The deposit is non-interest bearing.


                                      F-16
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                            July 31, 2006 (Restated)

NOTE F - DEPOSIT TO ACQUIRE COMMON STOCK (CONTINUED)

Deposit to acquire  common stock of $100,000 at July 31, 2005,  represents  cash
received  pursuant to a Securities  Purchase  Agreement for 200,000 units of the
Company's common stock. Each unit, costing $.50, consists of one share of common
stock and a warrant  to  purchase  one  additional  share of common  stock at an
exercise  price of $1.13 per share.  The deposit is  non-interest  bearing.  The
shares were issued on July 17, 2006.

NOTE G - RENT

The Company maintains its corporate office in New York on a month to month basis
and commenced  accruing monthly rent of $750 to an affiliated  company beginning
January 2005. Rent expense  amounted to $9,000,  $5,250 and $9,000 for the years
ended July 31, 2006 and 2005 and cumulative inception (October 10, 2002) to July
31, 2006, respectively.

The Company also maintains office space in Israel and pays approximately  $1,843
per month,  including  utilities.  This lease  expired in September  2005.  Rent
expense  for the years ended July 31, 2006 and 2005,  and  cumulative  inception
(October 10, 2002) to July 31, 2006 amounted to $18,363,  $25,113,  and $65,589,
respectively.

NOTE H - STOCK WARRANTS

During the year ended July 31,  2005,  the  Company  issued  stock  warrants  to
purchase 400,000 shares of common stock in connection with the private placement
of the Company's common stock. The stock warrants have an exercise price of $.58
per share and expire five years from the date of issuance.  Upon the exercise of
the warrants,  the Company will issue  additional  stock warrants to purchase an
additional  400,000 shares of the Company's common stock. These additional stock
warrants have an exercise price of $.72 per share and expire five years from the
date of issuance.  No compensation  expense has been recorded in connection with
these stock warrants.

In December 2004, the Company issued stock warrants to purchase 50,000 shares of
common  stock to an  individual  who  loaned  funds to the  Company.  The  stock
warrants have an exercise  price of $6.00 per share and expire in December 2009.
No  compensation  expense  has been  recorded  in  connection  with these  stock
warrants.

In March 2005, the Company  issued stock warrants to purchase  300,000 shares of
common stock in connection  with the private  placement of the Company's  common
stock.  The stock  warrants have an exercise price of $1.13 per share and expire
in March 2010. No  compensation  expense has been  recorded in  connection  with
these stock warrants.

In March 2005, the Company  issued stock warrants to purchase  125,000 shares of
common stock for consulting services.  The stock warrants have an exercise price
of $1.13 per share and expire in March 2010. Compensation expense of $77,494 was
recorded in connection with these stock warrants.

In July 2006, the Company issued stock warrants as part of a Securities Purchase
Agreement to purchase 200,000 shares of common stock. The stock warrants have an
exercise  price of $1.13 per share and expire in July 2011.  The stock  warrants
were valued at $39,371.


                                      F-17
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

                            July 31, 2006 (Restated)

NOTE H - STOCK WARRANTS (CONTINUED)

The following table  summarizes  transactions in stock warrants through July 31,
2006:

<TABLE>
<CAPTION>
                                            Weighted Average       Warrants       Weighted Average
                             Warrants        Exercise Price      Exercisable       Exercise Price
                         ----------------   ----------------   ----------------   ----------------
<S>                      <C>                <C>                <C>                <C>
Balance, July 31, 2004            270,000        $6.00                  270,000        $6.00
Granted                         1,275,000         1.02                  875,000         1.16
Exercised
Cancelled

                         ----------------                      ----------------
Balance, July 31, 2005          1,545,000         1.89                1,145,000         2.30
Granted                           200,000         1.13                  200,000         1.13
Exercised
Cancelled
                         ----------------                      ----------------
Balance, July 31, 2006          1,745,000         1.80                1,345,000         2.13
                         ================                      ================
</TABLE>

As of July 31, 2006, there were 1,745,000 common stock warrants outstanding with
a weighted average  remaining life of 3.58 years and a weighted average price of
$1.80.

Assumptions  used to value stock warrants  issued to outside  consultants to the
Company are as follows:

                                                For the Year Ended
                                                    July 31,
                                               --------------------
                                                 2006        2005
                                               --------    --------

                Annual dividend                   N/A         No
                Volatility                        N/A        .1%
                Risk free interest rate           N/A         5%
                Expected life-years               N/A         5

NOTE I - COMMITMENTS AND CONTINGENCIES

The Company has long-term employment and consulting agreements with two officers
of the Company.  The agreements call for annual compensation between $12,000 and
$106,800 and expire between June 2007 and December  2009.  The  agreements  also
include awards of the Company's  common stock upon the  achievement of financial
targets  and the  achievement  of  projected  phases in the  development  of the
product.  Future  minimum  consulting  fees for the years  ending July 31, 2007,
2008,  2009 and  2010  amount  to  $117,800,  $106,800,  $106,800  and  $35,600,
respectively.

NOTE J - RECLASSIFICATIONS

Certain amounts in the July 31, 2005 financial statements have been reclassified
to conform to the presentation in the July 31, 2006 financial statements.


                                      F-18
<PAGE>

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

      On May 27, 2004, we dismissed Mantyla McReynolds, LLC as our independent
accountants, and we engaged Meyler & Company, LLC as our independent
accountants.

      The reports of Mantyla McReynolds, LLC on our financial statements for the
fiscal years ended July 31, 2002 and 2003 did not contain an adverse opinion or
a disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles, except that the accountant's
reports of Mantyla McReynolds, LLC on our financial statements for the fiscal
years ended July 31, 2002 and 2003 stated that we had reported no revenues from
operations and no assets, and that these factors raised substantial doubt about
our ability to continue as a going concern.

      The decision to change accountants from Mantyla McReynolds, LLC to Meyler
& Company, LLC was approved by our board of directors and ratified by a majority
of our stockholders.

      During our fiscal years ended July 31, 2002 and 2003 and the subsequent
interim period through May 27, 2004, the date of the dismissal of Mantyla
McReynolds, LLC, we did not have any disagreement with Mantyla McReynolds, LLC
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

      During that time, there were no "reportable events" as set forth in Item
304(a)(1)(i-v) of Regulation S-B adopted by the Securities and Exchange
Commission, except that the accountant's reports of Mantyla McReynolds, LLC on
our financial statements for the fiscal years ended July 31, 2002 and 2003
stated that we had reported no revenues from operations and no assets, and that
these factors raised substantial doubt about our ability to continue as a going
concern.

      We engaged Meyler & Company, LLC on May 27, 2004. We had not consulted
Meyler & Company, LLC regarding any of the matters specified in Item 304(a)(2)
of Regulation S-B.

      We have provided Mantyla McReynolds, LLC with a copy of this disclosure
prior to its filing with the Commission. Mantyla McReynolds, LLC provided a
letter to us, dated January 17, 2005 and addressed to the Commission, stating
that it agreed with the statements contained herein.

Item 8A. Controls and Procedures.

      We carried out an evaluation, under the supervision and with the
participation of our President and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures, as
defined in Exchange Act Rule 13a-14(c) as of the end of the period covered by
this Annual Report on Form 10-KSB. Based on that evaluation, they concluded that
our disclosure controls and procedures are effective to ensure that information
required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated
and communicated to them to allow timely decisions regarding required disclosure
with the exception of those controls surrounding the issuance of the Company's
common stock. These weak controls resulted in the filing of this 10-KSB/A for
the year ended July 31, 2006 to restate financial results for such period to
reflect the authorization by the Company's directors to issue 3,175,000 shares
of common stock of which only 2,600,000 were issued at July 31, 2006.

      There has been no change in our internal control over financial reporting
that occurred during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

Item 8B. Other Information.

      None.


                                       27
<PAGE>

                                    PART III

Item  9. Directors, Executive Officers, Promoters And Control Persons;
         Compliance With Section 16(A) Of The Exchange Act

Executive Officer and Directors

      Our executive officers and directors, the positions held by them, and
their ages are as follows:

      Name                      Age          Position
      ------------------------------------------------------------------------
      Mechael Kanovsky          43           Director, President

      Simcha Edell              51           Chief Financial Officer, Director

      Mechael Kanovsky, Ph.D. has served as our President and as a director
since November 2004. Dr. Kanovsky worked as a research scientist with the
Department of Pathology at the Brooklyn VA Hospital and at State University of
New York from 1999 through 2003. While there, his major focus was developing
novel therapeutic peptides for the treatment of pancreatic cancer. Prior to
associating with our company, Dr. Kanovsky was a consultant for Marantech Corp.,
Rhode Island helping to develop a cancer screening test. Dr. Kanovsky obtained
his Ph.D. in Molecular Biology from Mount Sinai School of Medicine, New York.

      Simcha Edell, MBA was appointed as our Chief Financial Officer in July
2005 and began serving as a director in September 2005. Prior to joining our
company, Mr. Edell was the head of finance and business development at SightLine
Technologies, Inc. from 1999 to 2003. Mr. Edell holds a Bachelor of Commerce
from the University of Toronto and an MBA from York University.

Audit Committee

      We do not have an audit committee at this time.

Scientific Advisory Board

      Angelo Chinnici, M.D. Dr. Chinnici has been in clinical practice for over
20 years, and been affiliated with Meridian Healthcare and the University of
Medicine and Dentistry of New Jersey for over 15 years. His affiliation with
Meridian Healthcare has given him the opportunity to be involved with a vast
number of HIV infected patients and be involved with the day to day management
of opportunistic infections and viral-load evaluations. Dr. Chinnici previously
served as our Chief Executive Officer and director. Dr. Chinnici qualified in
Internal Medicine at the University of Genoa - School of Medicine and Surgery.

      Kathleen K. Casey, M.D., F.A.C.P., F.I.D.S.A. Dr. Casey has over 20 years'
experience as an Infectious Disease Specialist. Dr. Casey has been a full-time
professor in the Dept. of Medicine at UMDNJ - Robert Wood Johnson Medical School
(New Brunswick, NJ). Dr. Casey is also the medical director of the Monmouth
County TB Clinic (Freehold, NJ) and the Section Chief of the Infectious Disease
Section at the Dept. of Medicine, Jersey Shore University Medical Center
(Neptune, NJ).

      Anthony J. Mangia, M.D., F.A.C.P. Dr. Mangia has over 20 years experience
as an expert consultant on infectious diseases. Dr. Mangia currently consults to
a variety of hospitals and healthcare centers in the New Jersey area including:
St. Francis Hospital, Christ Hospital, Department of Veterans Affairs,
Meadowlands Hospital Medical Center, Jersey Medical Center and Greenville
Hospital. Since 1991 Dr. Mangia has run a full-time infectious disease practice.
Dr. Mangia has been a full time professor on Infectious Disease at Jersey City
Medical Center, and Seton Hall.


                                       28
<PAGE>

      Arthur Englard M.D., Ph.D. Dr. Englard is an Assistant Clinical Professor
of Medicine at Columbia College of Physicians & Surgeons and a specialist in
Immunology and HIV medicine. For 20 years he has been heavily involved in the
AIDS Center Program at St. Lukes/Roosevelt Hospital Center (New York) - from
Fellow and Research Associate to Assistant Director. Additionally, Dr. Englard
runs a private practice in New York City. He has extensive experience working
with HIV/AIDS patients and with clinical drug protocols involving AIDS patients.

      Timothy M. Casey, M.D. Dr. Casey is a phytoplant specialist and Dean of
Cook College's Department of Ecology, Evolution, & Natural Resources at Rutgers
University, The State University of New Jersey (New Brunswick, NJ)

      Jeffrey L. Gilbert, M.D. Dr. Gilbert has extensive clinical experience
with HIV drugs and is affiliated with a Nigerian HIV clinic in. Dr. Gilbert has
been a consultant to the NY State Department of Health - STD Division for 13
years and has been affiliated with the Einstein College of Medicine in various
capacities: assistant clinical professor of Medicine, assistant clinical
professor of Ob/Gyn and a member of its CME Advisory Board, for 20 years. He has
also served as the Medical Director for the STD Center of Excellence at
Montefiore Medical Center and has received the prestigious designation as a
"World Health Organization Expert in Human Diseases" including HIV.

Code of Ethics

      Effective October 15, 2004, our board of directors adopted the Amazon
Biotech, Inc. Code of Business Conduct and Ethics, or the Code of Ethics. The
board of directors believes that our Code of Business Conduct and Ethics
provides standards that are reasonably designed to deter wrongdoing and to
promote the following: (1) honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships; (2) full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with, or submits to, the
Securities and Exchange Commission; (3) compliance with applicable governmental
laws, rules and regulations; the prompt internal reporting of violations of the
Code of Business Conduct and Ethics to an appropriate person or persons; and (4)
accountability for adherence to the Code of Business Conduct and Ethics. Our
Code of Business Conduct and Ethics is attached as an exhibit to this annual
report, and we will provide a copy of our Code of Business Conduct and Ethics by
mail to any person without charge upon written request to us at 43 West 33rd
Street, Suite 405, New York, NY 10001.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, executive officers, and stockholders holding more than 10% of our
outstanding common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in beneficial ownership of
our common stock. Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review of the
copies of such reports furnished to us for the period ended July 31, 2006, no
Section 16(a) reports required to be filed by our executive officers, directors
and greater-than-10% stockholders were filed on a timely basis.

Item 10. Executive Compensation

      The following table sets forth the cash compensation paid to the Chief
Executive Officer and to all other executive officers for services rendered
during the fiscal years ended July 31, 2006 and 2005.

<TABLE>
<CAPTION>
                                            Annual Compensation                      Long-Term Compensation
                                                                                                      Common Shares
                                                                                                        Underlying         All
                                                                                       Restricted        Options          Other
                                                                      Other Annual       Stock           Granted         Compen
    Name and Position         Year        Salary           Bonus      Compensation     Awards ($)       (# Shares)       -sation
<S>                         <C>         <C>               <C>       <C>              <C>             <C>              <C>
Mechael Kanovsky              2006        $36,000            -0-            -0-            -0-             -0-              -0-
President and Director        2005            -0-            -0-     $67,500(1)

Simcha Edell                  2006        $34,800            -0-            -0-         $33,750(2)         -0-              -0-
Chief Financial Officer       2005          2,900            -0-            -0-            -0-             -0-              -0-
and Director
As of July 2005
</TABLE>

(1)   Includes $29,500 paid for services rendered as a consultant and (i)
      $10,000 pursuant to grants of common stock valued at $0.50 per share and
      (ii) $28,000 pursuant to grants of common stock valued at $0.28 per share.

(2)   Mr. Edell's employment agreement provides for (i) 75,000 shares to be
      issued upon execution of such agreement, which shares were valued at
      $23,250 and (ii) 75,000 shares at July 1, 2006, which shares were valued
      at $10,500. As of the date of this annual report, these shares have not
      yet been issued.


                                       29
<PAGE>

Option Grants and Exercises

      There were no option grants or exercises by any of the executive officers
named in the Summary Compensation Table above.

Employment Agreements

      We have entered into employment and/or consultant agreements with our
President, Dr. Mechael Kanovsky, our director of new business development, Mr.
C.J. Lieberman and our Chief Financial Officer, Mr. Simcha Edell. Pursuant to
their agreements, each executive officer will be required to devote at least 50%
of their business time to our affairs, subject to certain exceptions.

Compensation of Directors

      All directors receive reimbursement for reasonable out-of-pocket expenses
in attending board of directors meetings and for promoting our business. From
time to time we may engage certain members of the board of directors to perform
services on our behalf. In such cases, we compensate the members for their
services at rates no more favorable than could be obtained from unaffiliated
parties.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

      The following table sets forth certain information regarding the
beneficial ownership of our common stock as of October 11, 2006 by the following
persons:

      o     each person who is known to be the beneficial owner of more than
            five percent (5%) of our issued and outstanding shares of common
            stock;
      o     each of our directors and executive officers; and
      o     all of our directors and executive officers as a group.

The following table assumes that there are 39,420,634 common shares issued and
outstanding immediately before this offering. Except as set forth in the
footnotes to the table, the persons names in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to community property laws where applicable.
A person is considered the beneficial owner of any securities as of a given date
that can be acquired within 60 days of such date through the exercise of any
option, warrant or right. Shares of common stock subject to options, warrants or
rights which are currently exercisable or exercisable within 60 days are
considered outstanding for computing the ownership percentage of the person
holding such options, warrants or rights, but are not considered outstanding for
computing the ownership percentage of any other person.


                                        Number Of Shares
    Name And Address (1)               Beneficially Owned     Percentage Owned
    --------------------               ------------------     ----------------

Esriel Silberer                             10,000,000               25.4%
Mechael Kanovsky                               170,000               *
Simcha Edell                                   150,000(2)            *
All directors and officers as a group          320,000               *
(2 persons)
--------------------------

* Less than 1% of the outstanding shares of common stock.

(1)   Unless otherwise noted, the address for each person is 43 West 33rd
      Street, Suite 405, New York, NY 10001.

(2)   Represents shares due Mr. Edell per his employment agreement which have
      not yet been issued.

                                       30
<PAGE>

Item 12. Certain Relationships and Related Transactions.

      Acquisition of Amazon Biotech, Inc., a Delaware corporation. On February
20, 2004, we 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, we issued 16,000,000
shares of our common stock to the stockholders of Amazon (Delaware) in exchange
for all of the outstanding shares of common stock of Amazon (Delaware). Pursuant
to the plan of reorganization, 131,250 shares of our common stock were
cancelled. Upon the completion of the reorganization, Angelo Chinnici, M.D. and
Philip Drachman, the directors of Amazon (Delaware), were appointed as our new
directors.

      Since 2004, CJ Lieberman has loaned us $172,855 for certain expenses and
working capital, of which $158,655 is outstanding at July 31, 2006.

      We currently share our corporate office space in New York with an
affiliated company. The affiliated company charges us $750/month.

Item 13. Exhibits.

Exhibit No.       Description

2.1               Securities Purchase Agreement and Plan of Reorganization by
                  and among Asyst Corporation, Amazon Biotech, Inc., Silvestre
                  Hutchinson, and the stockholders of Amazon Biotech, Inc.,
                  dated as of February 20, 2004. (Filed as Exhibit 2.1 to our
                  Amended Current Report on Form 8-K filed on May 11, 2004 and
                  incorporated herein by reference).

3(i).1            Articles of Incorporation. (Attached as an exhibit to our
                  General Form For Registration of Securities on Form 10-SB
                  filed with the SEC on July 19, 1999 and incorporated herein by
                  reference.)

3(i).2            Articles of Amendment to the Articles of Incorporation of
                  Asyst Corporation filed on January 5, 2004 with the State of
                  Utah Division of Corporations & Commercial Code. (Attached as
                  Exhibit 3.(i).2 to our Annual Report on Form 10-KSB filed on
                  November 15, 2004 and incorporated by reference herein).

3(i).3            Articles of Amendment to the Articles of Incorporation of
                  Asyst Corporation filed on March 10, 2004 with the State of
                  Utah Division of Corporations & Commercial Code. (Attached as
                  Exhibit 3.(i).3 to our Annual Report on Form 10-KSB filed on
                  November 15, 2004 and incorporated by reference herein).

3(ii)             Bylaws. (Attached as an exhibit to our General Form For
                  Registration of Securities on Form 10-SB filed with the SEC on
                  July 19, 1999 and incorporated herein by reference.).

4.1               2004 Stock Compensation Plan.  (Filed as Exhibit 4.1 to our
                  Registration Statement on Form S-8 filed on March 3, 2004 and
                  incorporated herein by reference).

4.2               2005 Stock Incentive Plan (Attached as Exhibit 4.1 to our
                  Registration Statement on Form S-8 filed on July 29, 2005 and
                  incorporated herein by reference).


                                       31
<PAGE>

4.3               2006 Stock Incentive Plan (Attached as Exhibit 4.1 to our
                  Registration Statement on Form S-8 filed on March 17, 2006 and
                  incorporation herein by reference).

4.4               2006 Stock Incentive Plan No. 2 (Attached as Exhibit 4.1 to
                  our Registration Statement on Form S-8 filed on June 8, 2006
                  and incorporation herein by reference).

10.1              Securities Purchase Agreement dated as of April 20, 2006, by
                  and between Amazon Biotech, Inc. and the purchaser set forth
                  therein (Filed as an exhibit to our Quarterly Report on Form
                  10QSB for the period ended April 30, 2006 and incorporated
                  herein by reference).

10.2              Securities Purchase Agreement dated as of May 30, 2006, by and
                  between Amazon Biotech, Inc. and the purchaser set forth
                  therein (Filed as an exhibit to our Quarterly Report on Form
                  10QSB for the period ended April 30, 2006 and incorporated
                  herein by reference).

14.               Code of Business Conduct and Ethics. (Attached as Exhibit 14
                  to our Annual Report on Form 10-KSB filed on November 15, 2004
                  and incorporated by reference herein).

16.1              Mantyla McReynolds, LLC letter, dated January 17, 2005
                  (Attached as Exhibit 16.1 to our Current Report on Form 8-K
                  filed on January 18, 2005 and incorporated herein by
                  reference).

31.1              Certification of Mechael Kanovsky pursuant to Rule 13a-14(a).

31.2              Certification of Simcha Edell pursuant to Rule 13a-14(a).

32.1              Certification of Mechael Kanovsky pursuant to 18 U.S.C Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

32.2              Certification of Simcha Edell pursuant to 18 U.S.C Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.


                                       32
<PAGE>

Item 14.  Principal Accountant Fees and Services.

Appointment of Auditors

      Our Board of Directors selected Meyler & Company, LLC, independent
accountants, as our auditors for the year ended July 31, 2006.

Audit Fees

      Meyler & Company,  LLC, billed us $32,500 in fees for our annual audit for
the year ended July 31, 2006 (of which $7,500 was related to the  restatement of
our July 31,  2006  financials),  and  $15,000  in fees  for the  review  of our
quarterly financial statements for that year.

      Meyler & Company, LLC, billed us $13,500 in fees for our annual audit for
the year ended July 31, 2005, and $7,500 in fees for the review of our quarterly
financial statements for that year.

Audit-Related Fees

      Meyler & Company, LLC, billed us $5,000 for assurance and related services
in 2006 and are not reported under Audit Fees above.

      Meyler & Company, LLC, billed us $7,500 for assurance and related services
in 2005 and are not reported under Audit Fees above.

Tax and All Other Fees

      We did not pay any fees to Meyler & Company, LLC for tax compliance, tax
advice, tax planning or other work during our fiscal years ending July 31, 2006
and 2005.

Pre-Approval Policies and Procedures

      We have implemented pre-approval policies and procedures related to the
provision of audit and non-audit services. Under these procedures, our board of
directors pre-approves all services to be provided by Meyler & Company, LLC and
the estimated fees related to these services.

      With respect to the audit of our financial statements as of July 31, 2006
and 2005 and for the years then ended, none of the hours expended on Meyler &
Company, LLC's engagement to audit those financial statements were attributed to
work by persons other than Meyler & Company, LLC's full-time, permanent
employees.


                                       33
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            AMAZON BIOTECH, INC.


                                            By:/s/ Mechael Kanovsky, Ph.D.
                                               ---------------------------------
                                                   Mechael Kanovsky, Ph.D.
                                                   President, Director


      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated.

<TABLE>
<CAPTION>
Signatures                                  Title                                                Date
-------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                         <C>


/s/ Mechael Kanovsky, Ph.D.                 President, Director                         January 30, 2007
---------------------------
Mechael Kanovsky, Ph.D.


/s/ Simcha Edell                            Chief Financial Officer, Director           January 30, 2007
---------------------------
Simcha Edell
</TABLE>


                                       34