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

                                   FORM 10-KSB
(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, 2004

             |_| 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)

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

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

      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 $0.00.

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant was approximately $8,245,634 as of October
15, 2004. 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 16,345,000 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 15, 2004, 24,590,634 shares of our common stock were issued
and outstanding.

      Documents Incorporated by Reference: None.

      Transitional Small Business Disclosure Format: No.

<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 the Amazon region of South
America and from nature. Our goal is to be a world leader and contributor in the
treatment of HIV naturally through the use of immune-based therapies. An
immune-based therapy is defined as any treatment geared toward reestablishing
proper functioning of the immune system or directly helping the immune system to
fight a virus, i.e. HIV/AIDS.

      Our 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 AMZ 0026. On June 5, 2003,
Amazon Biotech, Inc., a Delaware corporation, purchased the assets of Advanced
Plant Pharmaceutical, Inc., including its AMZ 0026 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). 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.

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

Our Products

      HIV/AIDS Drug - AMZ 0026

      We own the rights to a new HIV/AIDS drug known as "AMZ 0026." The FDA has
given this drug an 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. AMZ 0026 was developed by a group of scientists after more than 15 years
of intense 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.

      AMZ 0026 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 AMZ 0026, 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 AMZ 0026 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,
AMZ 0026 is not believed to have any side effects.


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<PAGE>

      As of the date of this annual report, AMZ 0026 has obtained IND status and
is approved for Phase I/II clinical studies by the FDA, which will commence
shortly at Jersey Shore University Medical Center - The A-Team located in
Neptune, New Jersey, a leading HIV/AIDS luminary center on the U.S. east coast.

      We believe that we are the only company in the HIV/AIDS market with a
natural potential immune modulator HIV/AIDS drug. In addition, we believe that
there are only five (5) known immune modulators drugs at the development stage
for HIV/AIDS Phase I/II clinical trials.

      Currently, we are working on a New Drug Approval, or NDA, for AMZ 0026 and
expect to joint venture Phase III with a large pharmaceutical company, or follow
the FDA "Fast Track" program to market. The FDA's fast track program is intended
to facilitate the development and expedite the review of drug candidates
intended for the treatment of serious or life-threatening diseases and that
demonstrate the potential to address unmet medical needs for these conditions.
Under this program, the FDA can, for example, review portions of an NDA for a
fast track product before the entire application is complete, thus potentially
beginning the review process at an earlier time. Our product, AMZ 0026, for the
treatment of HIV, may be eligible for fast track designation, and we may seek to
have some of our current or future drug candidates designated as fast track
products, with the goal of reducing the development and review time.

      It is possible that the FDA will not grant any of our requests for fast
track designation, that any fast track designation would not affect the time of
review, or that the FDA will not approve the NDA submitted for any of our drug
candidates, whether or not fast track designation is granted. Additionally, FDA
approval of a fast track product can include restrictions on the product's use
or distribution (such as permitting use only for specified medical procedures or
limiting distribution to physicians or facilities with special training or
experience). Approval of fast track products can be conditioned on additional
clinical studies after approval.

      FDA procedures also provide for priority review of NDAs submitted for
drugs that, compared to currently marketed products, offer a significant
improvement in the treatment, diagnosis or prevention of a disease. The FDA
seeks to review NDAs that are granted priority status more quickly than NDAs
given standard status. The FDA's stated policy is to act on 90% of priority NDAs
within six months of receipt. Although the FDA historically has not met these
goals, the agency has made significant improvements in the timeliness of the
review process. We anticipate seeking priority review of AMZ 0026; however, it
is possible that the FDA will not grant priority review status in any instance,
that priority review status would not affect the actual time of review, or that
the FDA will ultimately not approve the NDA submitted for any of our drug
candidates, whether or not priority review status is granted.

      Hair Growth Product - AMZ HG 001

      In addition to our HIV/AIDS drug, we own the rights to a natural hair
growth product known as "AMZ HG001," which contains proprietary herbal
ingredients. A double blind study is planned for this product during 2004/2005.
We intend to market our hair growth product in the U.S. and abroad utilizing a
Fortune 1000 marketing company.

Intellectual Property Rights

      We intend to protect the intellectual property rights of our products by
obtaining U.S. and foreign patents. Accordingly, as of the date of this Annual
Report, we have U.S. Patent Applications, or patents pending, regarding the
following:

      1.    Herbal Composition and Method of Treating HIV Infection;

      2.    Therapeutic Herbal Compositions;

      3.    Treatment Methods Using a Herbal Composition;


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<PAGE>

      4.    Improved Herbal Composition Containing Sea Salt; and

      5.    Hair Growth.

      We may not be able to obtain full intellectual property right protection
and, even if we do, it is possible that the registration might not provide any
ability to prevent our competitors or others from infringing upon any
intellectual property rights that we may have. 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 of Our Products

      We currently use third party manufactures to manufacture all of our
products. These manufacturers use current good manufacturing practice, or GMP,
compliant facilities located within the United States.

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 T-lymphocytes of the immune system, which is
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 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.

      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.


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<PAGE>

HIV/AIDS Market Size - Demographics

      Global Statistics

      According to the Joint United Nations Programme on HIV/AIDS, as of
December 2003, 40 million people are estimated to be living with HIV/AIDS. Of
these, 37 million are adults and 2.5 million are children under the age of 15
years. Approximately two-thirds of these people (26.6 million) live in
sub-Saharan Africa; another 18 percent (7.4 million) live in Asia and the
Pacific.

      In 2003, approximately 5 million people acquired HIV, including 4.2
million adults and 700,000 children less than 15 years old. HIV/AIDS associated
illnesses caused the deaths of approximately 3 million people worldwide,
including an estimated 500,000 children 15 years old and younger.

      According to Datamonitor (www.datamonitor.com), approximately 50% of the
40 million 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 as of December 2002:

      o     850,000 - 950,000 U.S. residents were living with HIV infection.  Of
            these 25% are unaware of their infection.

      o     About 40,000 new HIV infections  occur each year.  Approximately  70
            percent  among  men and 30  percent  among  women.  Of  these  newly
            infected people, half are 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 92 in 2002

      o     An estimated 384,906 people were living with AIDS.

      o     An estimated 501,669 people with AIDS had died.

The HIV / AIDS Market

      According to the July 2004 Bangkok Conference UNAIDS, global spending on
HIV/AIDS has increased 15 fold from $300 million in 1996 to just under $5
billion in 2003. Datamonitor estimates that the overall HIV/AIDS drug market is
set to increase 13% in 2004, and year-to-year growth rate for the rest of decade
will 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. 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.

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<PAGE>

      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 Discovery Process

      Targets. Historically, scientists have used classical cellular and
molecular biology techniques to map biological pathways in cells to provide a
cellular basis for understanding disease processes. Based on this information,
scientists are now using a new set of technologies called genomics to pinpoint
genes responsible for cellular disease functions. Once genes are identified,
they are tested in cellular assays or animals to identify which genes seem to
have a causal link between cellular function and occurrence of disease. The
preferred genes encode proteins that are used as drug targets in chemical
screens.

      Screening. After identifying a potential drug target, researchers develop
tests, or assays, in which chemicals are screened for their ability to alter the
functional activity of the target. Thousands of chemicals can be quickly
screened when these assays are incorporated into high-throughput screening
processes. Assays can produce chemicals that interact with a drug target known
as "hits." Hits that have good potency and selectivity are called "leads" and
are then tested for their potential as drug candidates.

      Lead Generation. Scientists now design compound libraries to provide a
starting point to identify leads in the drug discovery process and to better
understand the biochemistry and therapeutic relevance of targets. High quality
libraries contain compounds of known purity, structure and weight, and also have
diverse structural variations. Once a hit is identified in a functional assay,
the compound is profiled for drug characteristics such as solubility,
metabolism, stability, and feasibility for commercial production.

      Lead Optimization. The process of "lead optimization" involves refining
the chemical structure of a lead to improve its drug characteristics, with the
goal of producing a preclinical drug candidate. Lead optimization typically
combines empirical and rational drug design. In empirical design procedures,
large numbers of related compounds are screened for selected chemical
characteristics. In rational drug design, chemicals are optimized based on the
three-dimensional structure of the target. A lead that has been optimized to
meet particular drug candidate criteria and is ready for toxicity testing is
called a preclinical candidate.

      Process Research and Development. Compounds created for screening in lead
generation and lead optimization are made in relatively small, milligram
quantities. Before a drug candidate can be taken into preclinical and clinical
trials, larger quantities must be produced. The goal of process research is to
improve the ease with which compounds can be produced in these larger
quantities, typically by minimizing the number of production steps, and to
determine how to reduce the time and cost of production. Process development
refers to the production scale-up and further refinement required for clinical
trials and commercial manufacturing.

      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. 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 manufacturing data, preclinical data
information about any use of the drug in humans for other purposes, 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.

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<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,
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. These trials are usually grouped into
the following three phases, with multiple trials generally conducted within each
phase:

      o     Phase I trials involve testing the drug on a limited number of
            healthy individuals, typically 20 to 80 persons, to determine the
            drug's basic safety data, including tolerance, absorption,
            metabolism and excretion. This phase lasts an average of six months
            to one year.

      o     Phase II trials involve testing a small number of volunteer
            patients, typically 100 to 200 persons, who suffer from the targeted
            disease or condition, to determine the drug's effectiveness and how
            different doses work. This phase lasts an average of one to two
            years.

      o     Phase III trials involve testing large numbers of patients,
            typically several hundred to several thousand persons, to verify
            efficacy on a large scale, as well as long-term safety. These trials
            involve numerous sites and generally last two to three years.

      After the successful completion of all three clinical phases, a company
submits to the FDA a new drug application, or NDA, or a product license
application, or PLA, requesting that the drug be approved for marketing. Both
the NDA and PLA are comprehensive, multi-volume filings that include, 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.

Competition

      As of the date of this annual report, our primary focus of 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
      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.

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<PAGE>

      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 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 AMZ 0026 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 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 from goats. As of July 19, 2004, Virionyx is reported to have
insufficient funds to commence its Phase I/II clinical trials which were planned
with 40 patients for a 6 month duration in Thailand & Boston.

      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.

      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.

      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.

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      Chiron Corporation. Chiron Corporation 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. From 2001 until present, Chiron has
been conducting Phase I/II clinical trials studying the use of Proleukin
combined in highly active antiretroviral therapy (HAART) in HIV patients with
immunosuppression.

      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 novel
products are being developed for globally important 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.

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.

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

      We are a development stage company that has not had operations 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 two
drug candidates, AMZ 0026, and AMZ HG001; however, the FDA has not approved
either drug for sale in the United Statess. 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.

                                       9
<PAGE>

      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.

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.


                                       10
<PAGE>

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.

      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 financing
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.

                                       11
<PAGE>

      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.

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.

                                       12
<PAGE>

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.

      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.

                                       13
<PAGE>

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.

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 2004/2005.

      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.



                                       14
<PAGE>

      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.

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.

                                       15
<PAGE>

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;

      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 Chief Executive Officer, Angelo Chinnici,
M.D., our President, Mechael Kanovsky, Ph.D., our Chief Technology Officer,
Chaim Justman, and our Director of New Business Development, C.J. Lieberman. 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.


                                       16
<PAGE>


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;

      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 were 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, our executive officers and/or their affiliated
companies directly or beneficially own approximately 66% of our outstanding
common stock as of October 15, 2004. 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.


                                       17
<PAGE>

Our directors and executive officers control the company.

      Our directors, executive officers and/or their affiliated companies
directly or beneficially own approximately 16,345,000 shares or approximately
than 66% 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.

                         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.


                                       18
<PAGE>


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 no rent. 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

      On October 15, 2004, stockholders holding 16,245,000 shares of our common
stock, which is a majority of the voting power of our company, took action by
written consent for the purpose taking the following action:

      1.    Removing of Philip Drachman as one of our directors;
      2.    Appointing Dr. Mechael Kanovsky to fill the vacancy on the board of
            directors;
      3.    Ratifying the removal of Philip Drachman as our President;
      4.    Ratifying the appointment of Dr. Mechael Kanovsky as our President;
      5.    Terminating the "Ad Systems, Inc. 1984 Incentive Stock Option Plan";
      6.    Ratifying the change in the company's accountants from Mantyla
            McReynolds, LLC to Meyler & Company, LLC; and
      7.    Adopting our Code of Business Conduct and Ethics.


                                       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 April 1, 2002 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.

August 1, 2002 to July 31, 2003 (OTC Bulletin Board)    High Bid       Low Bid
-------------------------------------------------------------------------------
First quarter                                           $   0.13     $    0.03
Second quarter                                              0.05          0.03
Third quarter                                              13.47          0.08
Fourth quarter                                              0.08          0.03

August 1, 2003 to July 31, 2004 (OTC Bulletin Board)    High Bid       Low Bid
-------------------------------------------------------------------------------
First quarter                                           $   0.27     $    0.03
Second quarter                                             48.00          0.13
Third quarter                                              48.00          5.50
Fourth quarter                                              5.85          4.00

      As of October 15, 2004, there were approximately 725 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.


                                       20
<PAGE>

         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, 2004:

<TABLE>
<CAPTION>
                                                 (a)                     (b)                            (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))
-------------------------------------    --------------------    ----------------------     ------------------------
<S>                                              <C>                      <C>                       <C>
Equity compensation plans approved                 --                      $--                          --
by security holders
Equity compensation plans     not                  --                       --                      10,000
approved by security holders (1)
Total                                              --                      $--                      10,000
</TABLE>

         (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 has
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.


                                       21
<PAGE>


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 Amazon region of South
America and from nature. Our goal is to be a world leader and contributor in the
treatment of HIV naturally through the use of immune-based therapies. An
immune-based therapy is defined as any treatment geared toward reestablishing
proper functioning of the immune system or directly helping the immune system to
fight a virus, i.e. HIV/AIDS.

Our Corporate History

      On February 20, 2004, Asyst Corporation acquired 100% of the outstanding
common stock of Amazon Biotech, Inc., a Delaware corporation pursuant to a
securities purchase agreement and plan of reorganization. Under the plan of
reorganization, Asyst issued 16,000,000 shares of its common stock to the
stockholders of Amazon Biotech in exchange for all of the outstanding shares of
common stock of Amazon Biotech. Pursuant to the plan of reorganization, 131,250
shares of Asyst common stock were cancelled. Upon the completion of the
reorganization, Angelo Chinnici, M.D. and Philip Drachman, the former directors
of Amazon Biotech, were appointed as directors of Asyst. On March 10, 2004,
Asyst amended its articles of incorporation to change its name to "Amazon
Biotech, Inc."

      Since the stockholders of Amazon Biotech (Delaware) owned approximately
99% of our outstanding voting shares after giving effect to the acquisition, and
since we were a development stage company with limited operations before the
acquisition, Amazon Biotech, (Delaware) is deemed to be the acquirer for
accounting purposes, and the transaction has been reflected as a
recapitalization of Amazon Biotech (Delaware). In a recapitalization, the
historical stockholders' equity of Amazon Biotech (Delaware) prior to the merger
will be retroactively restated for the equivalent number of shares received in
the merger after giving effect to any difference in par value of our stock and
Amazon Biotech's stock by an offset to capital.

Plan of Operation

      Once we receive sufficient operating capital, our plan is to begin Phase I
and Phase II clinical trials of our AMZ 0026 drug and to conduct a double blind
study of our natural hair growth product known as AMZ HG001.

      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 was developed by a group of scientists after more than 12 years
of intense 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.

      Abavca/AMZ 0026 has been given an IND status and has been approved for
Phase I/II clinical studies by the FDA. Once we receive sufficient operating
capital, we intend to initiate Phase II clinical studies of Abavca/AMZ 0026
within the next 12 months, with an 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 intend to conduct a small double blind study
on this product within the next twelve months.

      In the event we are able raise sufficient operating capital, we intend to
increase the number of our employees to six and to purchase additional
laboratory equipment with a portion of any capital proceeds.

                                       22
<PAGE>

Liquidity and Capital Resources

      We currently have limited working capital with which to satisfy our cash
requirements. As of July 31, 2004, we have a working capital deficit of
$157,405. 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. For the year ended July 31, 2004, we have raised approximately
$268,500 from the sale of common stock and warrants. In addition, we recently
received an equity financing of $50,000, with a commitment for another $150,000.
We anticipate that we will need at least $4,000,000 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.



                                       23
<PAGE>


Item 7.  Financial Statements

                                Table of Contents

Report of Registered Public Accounting Firm                              F-1

 Balance Sheet                                                           F-2

 Statement of Stockholders' Deficiency                                   F-3

 Statement of Operations                                                 F-4

Statement of Cash Flows                                                  F-5

Notes to Financial Statements                                            F-7


                                       24

<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 sheet of Amazon Biotech, Inc., (a Utah
corporation in the development stage) as of July 31, 2004 and the related
statements of operations, stockholders' deficiency and cash flows for the year
then ended. 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 audit.

We conducted our audit 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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, 2004 and the results of its operations and its cash flows for the year then
ended 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 a net loss since inception of $7,906,363
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 the uncertainty.





                                                   Meyler & Company, LLC


Middletown, NJ
October 26, 2004



                                      F-1
<PAGE>


                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                                  BALANCE SHEET

                                  July 31, 2004

                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                      <C>
CURRENT ASSETS
    Cash                                                                 $     1,096
                                                                         -----------
         Total Current Assets                                                  1,096

Office Equipment, net of accumulated depreciation of $509                      2,542

Intangible Assets - Production rights                                            300
                                                                         -----------

                                                                         $     3,938
                                                                         ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Demand note payable                                                   $    50,000
   Accounts payable                                                            7,257
   Accrued consulting fees-officers                                           52,199
   Accrued audit fee                                                           8,000
   Loan from officer                                                          41,045
                                                                         -----------
         Total Current Liabilities                                           158,501

STOCKHOLDERS' 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 24,640,634 shares                                $    24,641
   Additional contributed capital                                          7,727,159
   Deficit accumulated during the development stage                       (7,906,363)
                                                                         -----------

    Stockholders' Deficiency                                                (154,563)
                                                                         -----------
                                                                         $     3,938
                                                                         ===========
</TABLE>





                 See accompanying notes to financial statements.



                                      F-2
<PAGE>


                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                  July 31, 2004
<TABLE>
<CAPTION>
                                                                                                                 Additional
                                              Preferred  Stock                      Common Stock                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 for Amazon Biotech, Inc.                                           16,000,000             16,000            (16,000)
Issuance of 4,290,000 shares for
   consulting services valued at $1.00
   per share                                                                 4,290,000              4,290          4,285,710
Proceeds from issuance of 750,000
   shares at $.0027 per share                                                  750,000                750              1,250
Proceeds from issuance of 200,000
   shares at $0.50 per share                                                   200,000                200             99,800
Proceeds from issuance of 120,000
   shares at $1.00 per share                                                   120,000                120            119,880
Proceeds from issuance of 50,000
   shares at $0.93 per share                                                    50,000                 50             46,450
Issuance of 1,993,000 shares for
   consulting services valued at $1.00
   per share                                                                 1,993,000              1,993          1,991,007
Issuance of 1,200,000 shares for
   consulting services valued at $1.00
   per share                                                                 1,200,000              1,200          1,198,800


Net Loss for the year ended 7/31/04
                                         ----------       -----------       ----------        -----------        -----------
                                                                            24,640,634        $    24,641        $ 7,727,159
                                         ==========       ===========       ==========        ===========        ===========
</TABLE>

              Income (Deficit)
                Accumulated
                During  the         Total
Accumulated     Development      Stockholders'
   Deficit         Stage           Deficiency
 ----------     -----------       ----------
$(353,048)      $     3,087        $  (51,019)
  (26,036)          (26,036)



  379,084            (3,087)              300
                                       77,055

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

                                          300





                                    4,290,000

                                        2,000

                                      100,000

                                      120,000

                                       46,500


                                    1,993,000


                                    1,200,000


                 (7,906,363)       (7,906,363)
 ----------     -----------       -----------
 $              $(7,906,363)      $  (154,563)
 ==========     ===========       ===========

                 See accompanying notes to financial statements.


                                      F-3
<PAGE>


                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                  Cumulative
                                                                                  Inception
                                                        For the               (October 10, 2002)
                                                       Year Ended                    to
                                                      July 31, 2004             July 31, 2004
                                                       -----------                -----------
<S>                                                    <C>                        <C>
ADMINISTRATIVE EXPENSES

   Consulting fees                                     $    37,490                $    37,490
   Consulting fees-officers                                237,700                    237,700
   Stock based compensation                              7,483,000                  7,483,000
   Other general office expenses                           147,664                    147,664
   Depreciation                                                509                        509
                                                       -----------                -----------
           Total Administrative Expenses                 7,906,363                  7,906,363
                                                       -----------                -----------

NET LOSS FOR THE PERIOD                                $(7,906,363)               $(7,906,363)
                                                       ===========                ===========

NET LOSS PER SHARE OF COMMON
   STOCK (basic and diluted)                           $     (0.82)               $     (1.03)
                                                       ===========                ===========

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                    9,606,191                  7,679,917
                                                       ===========                ===========
</TABLE>






                 See accompanying notes to financial statements.


                                      F-4
<PAGE>


                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                             Cumulative
                                                                                             Inception
                                                                   For the               (October 10, 2002)
                                                                  Year Ended                    to
                                                                 July 31, 2004             July 31, 2004
                                                                 -----------                -----------
<S>                                                              <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                      $(7,906,363)               $(7,906,363)
   Stock based compensation                                        7,483,000                  7,483,000
   Depreciation expense                                                  509                        509
   Operating expenses paid by officer                                 37,045                     37,045
   Changes in assets and liabilities:
     Increase in accounts payable                                      7,257                      7,257
     Increase in accrued consulting fees -officers                    52,199                     52,199
     Increase in accrued audit fee                                     8,000                      8,000
                                                                 -----------                -----------
       Net cash used in operating activities                        (318,353)                  (318,353)

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of office equipment                                       (3,051)                    (3,051)
                                                                 -----------                -----------
       Net cash used in investing activities                          (3,051)                    (3,051)

CASH FLOWS FROM FINANCING ACTIVITIES
   Loan from individual                                               50,000                     50,000
   Proceeds from officer loan                                         10,000                     10,000
   Repayment of officer loan                                          (6,000)                    (6,000)
   Sale of common stock                                              268,500                    268,500
                                                                 -----------                -----------

       Net cash provided by financing activities                     322,500                    322,500
                                                                 -----------                -----------

       Net increase in cash                                            1,096                      1,096
                                                                 -----------                -----------

CASH AT BEGINNING OF PERIOD
                                                                 -----------                -----------

CASH AT END OF PERIOD                                            $     1,096                $     1,096

                                                                 ===========                ===========
</TABLE>






                 See accompanying notes to financial statements.


                                      F-5
<PAGE>


                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                       STATEMENT OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                Cumulative
                                                                                                 Inception
                                                                        For the               (October 10, 2002)
                                                                       Year Ended                    to
                                                                      July 31, 2004             July 31, 2004
                                                                        ----------               ----------
<S>                                                                     <C>                      <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

   NON-CASH INVESTING AND FINANCING ACTIVITIES

     Issuance of common stock for production rights                     $      300               $      300
                                                                        ==========               ==========

     Capitalization of ASYST liabilities                                $   77,055               $   77,055
                                                                        ==========               ==========

     Recharacterization of ASYST accumulated deficit upon
       reverse merger                                                   $  375,997               $  375,997
                                                                        ==========               ==========

     Issuance of common stock for consulting services                   $7,483,000               $7,483,000
                                                                        ==========               ==========
</TABLE>








                 See accompanying notes to financial statements.


                                      F-6
<PAGE>


                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

The financial statements presented are those of Amazon Biotech, Inc. (the
"Company"), a Utah corporation. The Company is a development stage company and
has had no operations. 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. The 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. a Delaware
corporation,, 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. (a Delaware
corporation), 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.

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.

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.


                                      F-7
<PAGE>


                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  July 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes (Continued)

At July 31, 2004, the Company has net operating loss carryforwards of
approximately $7,906,363 which expire in 2023. Based on the fact that the
Company has generated operating losses since inception, a deferred tax asset of
approximately $2,767,000 has been offset by a valuation allowance of $2,767,000.

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". SFAS per share
("EPS") 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 ("FSAB") 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 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.


                                      F-8
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  July 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

NOTE B - GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred a
net loss since inception of $7,906,363 and has no significant assets at July 31,
2004. 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 750,00 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 at $0.50 per share realizing $100,000.
Additionally, the Company issued 100,000 common stock warrants at $6.00 per
share to the investor in connection with the private placement. Each warrant is
entitled to purchase one share of common stock.

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 treated as stock based
compensation and expensed in the current fiscal year.



                                      F-9
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  July 31, 2004


NOTE C - COMMON STOCK (CONTINUED)

The Company at various dates under a revised private placement plan, sold
120,000 shares of its common stock to investors at $1.00 per share realizing
$120,000. Additionally, the Company issued 120,000 warrants at $6.00 per share
to the investors which entitles them to purchase one share of common stock for
each warrant held.

The Company under a revised private placement plan, sold 50,000 shares on June
25, 2004 of its common stock to investors at $0.93 per share realizing $46,500.
Additionally, the Company issued 50,000 warrants at $6.00 per share to the
investors which entitles them to purchase one share of common stock for each
warrant held.

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 will 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.

At July 31, 2004, the Company has reserved 170,000 shares of its common stock
for the exercise of common stock warrants.

NOTE D - OFFICE EQUIPMENT

Office equipment is comprised of the following at July 31, 2004:

           Computer equipment                                    $3,051
           Less accumulated depreciation                           (509)
                                                                 ------
           Office equipment, net                                 $2,542
                                                                 ======

Depreciation expense for the year ended July 31, 2004 and cumulative inception
(October 10, 2002) to July 31, 2004 amounted to $509.

NOTE E - RELATED PARTY TRANSACTIONS

Loan payable to officer represents expenses paid on behalf of the company in the
amount of $37,045 and working capital loans to the Company in the amount of
$10,000 of which $6,000 has been repaid during the year ended July 31, 2004. The
remaining balance of $41,045 at July 31, 2004 is non-interest bearing and has no
stated terms of repayment.

Included in stock based compensation is $640,000 for 640,000 shares of common
stock issued to officers of the Company for consulting services.

Included in consulting fees-officers is $49,500 recorded as an expense in the
year ended July 31, 2004 for consulting services performed February through July
of 2003.



                                      F-10
<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                  July 31, 2004


NOTE F - RENT

The Company maintains its corporate office in New York and is not required to
pay rent. The Company maintains additional office space in Israel and pays
$1,843 per month. The lease expires in 2004 and has a one year option to renew.
Rent expense for the year ended July 31, 2004 and cumulative inception (October
10, 2002) to July 31, 2004 amounted to $22,113.

NOTE G - COMMITMENTS AND CONTINGENCIES

The Company has long-term employment and consulting agreements with three
officers of the Company. The agreements call for annual compensation between
$14,400 and $99,000 and expire in March 2006. The agreements also include the
issuance 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 next two years are as follows:

         For the Year Ending                Amount
         -------------------                ------
         July 31, 2005                       $234,200
         July 31, 2006                        132,075
                                             --------
         Total                               $366,275




                                      F-11
<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. As of the date of this report, Mantyla
McReynolds, LLC has not provided any response to this disclosure.

Item 8A. Controls and Procedures.

      We carried out an evaluation, under the supervision and with the
participation of our Chief Executive Officer 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.

      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.


                                       25
<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
      ----------------------------------------------------------------------
      Angelo Chinnici, MD       51     Director, Chief Executive Officer

      Mechael Kanovsky          42     Director, President

      Chaim Justman             26     Chief Technology Officer

      C.J. Lieberman            43     Director of New Business Development

      Angelo Chinnici, M.D. is our Chief Executive Officer and one of our
directors. Dr. Chinnici qualified in Internal Medicine at the University of
Genoa - School of Medicine and Surgery (in the days before one could specialist
in AIDS). He 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 the 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.

      Mechael Kanovsky, Ph.D. is our President and one of our directors. Dr.
Kanovsky obtained his Ph.D. in Molecular Biology from Mount Sinai School of
Medicine, New York. Dr. Kanovsky worked as a research scientist with the
Department of Pathology at the Brooklyn VA Hospital and at State University of
New York. 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.

      Chaim Justman is our Chief Technology Officer and our Corporate Secretary.
Mr. Justman has worked for the last five years as a project manager and software
consultant for several technology start-up companies including Justco Software
and Virtual Cities. He holds a Bachelor of Science Degree in Management
Information Systems from Touro College (New York).

      C.J. Lieberman is our Director of New Business Development, and he is the
founder of Amazon Biotech. Mr. Lieberman has been involved in the pharmaceutical
industry for many years and is the innovator of whole plant pharmaceuticals. He
has an extensive background in herbal and Ayurvedic medicine.

Audit Committee

      We do not have an audit committee at this time.

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.

                                       26
<PAGE>

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, 2004, other
than a Form 4 filed by Michael Vardakis, 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, 2004 and 2003.

<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>
Angelo Chinnici, MD           2004       $ 14,400            -0-   $340,000 (1)            -0-          ------              -0-
Chief Executive Officer       2003            -0-            -0-            -0-            -0-          ------              -0-
and Director

Mechael Kanovsky              2004            -0-            -0-            -0-            -0-          ------              -0-
President and Director        2003            -0-            -0-            -0-            -0-          ------              -0-
As of October 2004

Philip Drachman               2004      $ 104,000            -0-   $100,000 (1)            -0-          ------              -0-
Former President              2003            -0-            -0-            -0-            -0-          ------              -0-
and Director -
Employment Ended
October 2004

Chaim Justman                 2004       $ 46,800            -0-   $100,000 (1)            -0-          ------              -0-
Chief Technology Officer      2003            -0-            -0-            -0-            -0-          ------              -0-
and
Corporate Secretary

C.J. Leiberman                2004       $ 99,000            -0-   $100,000 (1)            -0-          ------              -0-
Director of New               2003            -0-            -0-            -0-            -0-          ------              -0-
Business Development

Bob Hall                      2004            -0-            -0-            -0-            -0-          ------              -0-
Former President and,         2003            -0-            -0-            -0-            -0-          ------              -0-
Director
Resigned February 2004
</TABLE>

     (1) Pursuant to grants of common stock valued at $1.00 per share.

                                       27
<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

      As of the year ended July 31, 2004, we have employment contracts with our
Chief Executive Officer, Mr. Angelo Chinnici, MD, and our former President, Mr.
Philip Drachman. Mr. Chinnici's employment agreement is for a term of one year
beginning on January 5, 2004 and initially compensates Mr. Chinnici in the
amount of $1,200 per month. Mr. Drachman's interim employment agreement was for
a term of two years beginning on March 14, 2004, and compensates Mr. Drachman in
the amount of $8,666 per month. We intend to enter into employment and/or
consultant agreements with our President, Dr. Mechael Kanovsky, our Chief
Technology Officer, Mr. Chaim Justman and our director of new business
development, Mr. C.J. Lieberman. Pursuant to their agreements, each executive
officer will be required to devote his entire 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.


                                       28
<PAGE>

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 15, 2004 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.

                                         Number Of Shares
             Name And Address           Beneficially Owned    Percentage Owned
             ----------------           ------------------    ----------------

Advanced Pharmaceutical, Inc. (1)                3,000,000             12.20%
Angelo Chinnici (1)                                340,000              1.38%
Chaim Justman (1)                                  100,000              0.41%
C.J. Lieberman (1)                                 100,000              0.41%
Chaim Lieberman (1)                              2,705,000             11.00%
Esriel Silberber (1)                            10,000,000             40.67%

All directors and officers as a group              540,000              2.20%

      (1)   The address is 43 West 33rd Street, Suite 405, New York, NY 10001.

      Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately exercisable or exercisable within
60 days from the date of this report and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from the date of this
report.

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.

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.



                                       29
<PAGE>

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.

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.

10.1              Employment Agreement dated January 5, 2004 between Amazon
                  Biotech, Inc. and Dr. Angelo A. Chinnici, M.D.

10.2              Interim Employment Agreement dated March 14, 2004 between
                  Amazon Biotech, Inc. and Philip Drachman.

14.               Code of Business Conduct and Ethics.

31.1              Certification of Angelo Chinnici pursuant to Rule 13a-14(a).

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

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

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, 2004.

Audit Fees

      Meyler & Company, LLC, billed us $8,000 in fees for our annual audit for
the year ended July 31, 2004, and $2,000 in fees for the review of our quarterly
financial statements for that year.

      Mantyla McReynolds, LLC billed us $3,159 in fees for the review of our
quarterly financial statements for the year ended July 31, 2004.

      Larry O'Donnell, CPA, P.C., billed us $1,500 in fees for the annual audit
of Amazon Biotech, Inc., a private company, and $0 in fees for the review of our
quarterly financial statements for the year ended July 31, 2004.

Audit-Related Fees

      We did not pay any fees to Meyler & Company, LLC for assurance and related
services that are not reported under Audit Fees above in 2004 or 2003.

      We did not pay any fees to Mantyla McReynolds, LLC for assurance and
related services that are not reported under Audit Fees above in 2004 or 2003.

      We did not pay any fees to Larry O'Donnell, CPA, P.C., for assurance and
related services that are not reported under Audit Fees above in 2004 or 2003.


                                       30
<PAGE>

Tax and 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 year ending July 31, 2004.

      We did not pay any fees to Mantyla McReynolds, LLC for tax compliance, tax
advice, tax planning or other work during our fiscal year ending July 31, 2004.

      We did not pay any fees to Larry O'Donnell, CPA, P.C. for tax compliance,
tax advice, tax planning or other work during our fiscal year ending July 31,
2004.

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, 2004
and for the year 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.

      With respect to the review of our quarterly financial statements for the
year ended July 31, 2004, none of the hours expended on Mantyla McReynolds,
LLC's engagement to review those financial statements were attributed to work by
persons other than Mantyla McReynolds, LLC's full-time, permanent employees.

      With respect to the audit of the financial statements Amazon Biotech,
Inc., a private company, and to review our financial statements for the year
ended July 31, 2004, none of the hours expended on Larry O'Donnell, CPA, P.C.'s
engagement to audit of the financial statements Amazon Biotech, Inc., a private
company, and to review our financial statements for the year ended July 31,
2004, were attributed to work by persons other than Larry O'Donnell, CPA, P.C.'s
full-time, permanent employees.


                                       31
<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/ Angelo Chinnici, M.D.
                                               ---------------------------------
                                                      Angelo Chinnici, M.D.
                                                      Chief Executive Officer

         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/ Angelo Chinnici, M.D.      Chief Executive Officer, Director       November 12, 2004
-------------------------
Angelo Chinnici, M.D.


/s/ Mechael Kanovsky, Ph.D.    President, Director                     November 12, 2004
---------------------------
Mechael Kanovsky, Ph.D.
</TABLE>