**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, 2007**
 
 o
              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: **000-26753**
 
 **AMAZON
        BIOTECH, INC.**
 (Name
        of
        small business issuer as specified in its charter)
 
 **Utah**
              **87-0416131**(State
                  or other jurisdiction of
                incorporation
                  or organization)
              (I.R.S.
                  Employer
                Identification
                  No.)
 
 **43
        West 33** **rd** **Street, Suite 405**
 **New
        York, NY 10001**
 
 (Address
        of principal executive offices, including zip code)
 Registrant’s
        telephone number, including area code:  **(212)** **947-3362**
 Securities
        registered pursuant to Section 12(b) of the Act:  **None**
 Securities
        registered pursuant to Section 12(g) of the Act:  **$0.001
        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 o
 
 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. o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). YES o NO  x
 
 The
        issuer’s revenues for the most recent fiscal year were $0.
 
 The
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates of the registrant was approximately $2,050,000 as of November
        26,
        2007. 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 2,462,785 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.
 
 After
        giving effect to a one-to-three reverse split of the issuer’s common stock which
        reverse split became effective on June 6, 2007, the issuer had 17,096,579
        shares
        of its common stock issued and outstanding as of November 26, 2007.
 
 Documents
        Incorporated by Reference: None.
 Transitional
        Small Business Disclosure Format: No.
  
 
 **Available
        Information**
 
 Our
        Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB, Current
        Reports
        on Form 8-K and all amendments
        to those reports that we file with the Securities and Exchange Commission,
        or
        SEC, are available at the SEC's
        public reference room at 100 F Street, N.E., Washington, D.C. 20549. The
        public
        may obtain information on the operation of the public reference room by calling
        the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov
        that
        contains reports, proxy and information statements and other information
        regarding reporting companies
  **TABLE
        OF CONTENTS**
 
 **Page****PART
                  I**ITEM
                  1.
              
              Business
              3ITEM
                  1A.
              
              Risk
                  Factors
              11ITEM
                  1B.
              
              Unresolved
                  Staff Comments
              20ITEM
                  2.
              
              Properties
              21ITEM
                  3.
              
              Legal
                  Proceedings
              21ITEM
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              21**PART
                  II**ITEM
                  5.
              
              Market
                  for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
                  Purchases of Equity Securities
              21ITEM
                  6.
              
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              25ITEM
                  7.
              
              Financial
                  Statements
              27ITEM
                  8.
              
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              28ITEM
                  8A.
              
              Controls
                  and Procedures
              28ITEM
                  8B.
              
              Other
                  Information
              28**PART
                  III**ITEM
                  9.
              
              Directors,
                  Executive Officers and Corporate Governance
              28ITEM
                  10.
              
              Executive
                  Compensation
              31ITEM
                  11.
              
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              32ITEM
                  12.
              
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              33ITEM
                  13.
              
              ExhibitsITEM
                  14.
              
              Principal
                  Accountant Fees and Services
              33Financial
                  Statements
              34
  -
            2
            -
  **PART
        I**
 
 **Item
        1. Description of Business**
 
 **Our
        Company**
 
 We
        are a
        development stage company that was established to focus on the research and
        development of novel all-natural drugs for a better quality of life by using
        the
        best of traditional medicines from nature. Our goal is to be a world leader
        and
        contributor in the treatment of HIV/AIDS naturally through the use of
        immune-based therapies. An immune-based therapy is defined as any treatment
        geared toward reestablishing proper functioning of the immune system or directly
        helping the immune system to fight a virus, e.g. HIV/AIDS.
 
 Our
        executive offices currently consist of shared office space located at 43
        West
        33rd Street, Suite 405, New York, NY 10001; 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**
 
 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.
 
 On
        June
        6, 2007 the Company effected a reverse split of its outstanding voting
        securities on the basis of one for three shares. Fractional shares resulting
        from the reverse split were rounded up to the nearest whole share. The reverse
        stock split reduced the number of outstanding shares of the Company's Common
        Stock from 46,288,134 to 15,429,912. The reverse stock split did not alter
        the
        par value of our common stock, which remains $0.001 per share, or modify
        any
        voting rights or other terms of our common stock.
 
 **Background
        Information**
 
 **The
        HIV/AIDS Disease**
 
 HIV/AIDS
        is a disease that has the effect of hindering the body’s immune response system,
        allowing for opportunistic infections and diseases, such as tuberculosis,
        to
        overwhelm the body’s immune response to disease. It does this by infecting and
        killing the CD4+ T-lymphocytes of the immune system, which becomes consequently
        unable to deal with other infections, or proliferating cancer cells. There
        are
        two variants of the disease, known as HIV-1 and HIV-2, which share certain
        structural similarities, but differ greatly in certain types of proteins
        that
        produce the effects of AIDS. HIV-1 is more common and has a shorter time
        between
        infection and the onset of the symptoms of AIDS, and is more easily transmitted.
        Transmission can occur through sexual contact, maternal transmission to infants
        either in utero or through breastfeeding, or from receiving blood transfusion
        from, or sharing hypodermic needles with, infected persons. A substantial
        decline in CD4+ T cells leaves the body vulnerable to certain cancers. Currently
        there are no known cures for AIDS. However, treatments can slow down the
        rate at
        which the HIV/AIDS virus weakens the immune system.
  -
            3
            -
 
 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.
 
 **HIV/AIDS
        Market Size – Demographics**
 
 ***Global
        Statistics***
 
 According
        to the report of the Joint United Nations Programme on HIV/AIDS from June
        2006,
        38.6 million people are estimated to be living with HIV/AIDS. Of these, 36.3
        million are adults and 2.3 million are children under the age of 15 years.
        Approximately two-thirds of these people (24.5 million) live in sub-Saharan
        Africa; another 21.5 percent (8.3 million) live in Asia.
 
 In
        2005,
        approximately 4.1 million people acquired HIV, including 3.6 million adults
        and
        540,000 children. HIV/AIDS associated illnesses caused the deaths of an
        estimated 2.8 million people worldwide, including an estimated 380,000 children
        15 years old and younger. There are 14,000 people infected each day with
        HIV
        around the globe.
 
 According
        to Datamonitor
        (http://www.datamonitor.com/~2e28fa5e6c0c425d9f72f56e068a4cc3~/Products/Free/Report/DMHC1917/020DMHC1917.htm),
        approximately 50% of people living with HIV/AIDS are undiagnosed and
        untreated.
  ***United
        States Statistics***
 
 The
        Centers for Disease Control and Prevention, or CDC, reported the following
        trends in the United States
        (http://www.cdc.gov/hiv/resources/factsheets/PDF/At-A-Glance.pdf):
 
 ·
              As
                  of the end of 2003, 1,039,000 to 1,185,000 U.S. residents were
                  living with
                  HIV/AIDS. Of these approximately 25% are unaware of their
                  infection.
 
 ·
              In
                  2004, about 42,514 new HIV/AIDS diagnoses were made. Approximately
                  70
                  percent among men and 30 percent among women. Of these newly diagnosed
                  people, 13% were younger than 25 years of
                  age.
 
 ·
              The
                  estimated number of new pediatric AIDS cases (individuals younger
                  than 13
                  years) fell from 952 in 1992 to 48 in 2004
                  (http://www.cdc.gov/hiv/topics/surveillance/basic.htm#aidsage).
 
 ·
              An
                  estimated 415,193 people were living with AIDS in
                  2004.
 
 ·
              An
                  estimated 529,113 people with AIDS had died from 2000 to
                  2004.
  -
            4
            -
 
 **Industry
        Overview**
 
 **The
        HIV / AIDS Market**
 
 As
        of the
        end of 2007, 33.2 million people were estimated to be living with HIV/AIDS
        worldwide, according to the latest data from the Joint United Nations Program
        on
        HIV/AIDS (UNAIDS) and the World Health Organization (WHO).* The estimates
        indicate that the global HIV/AIDS prevalence rate (the percent of people
        living
        with the disease) has leveled off, although the number of people living with
        the
        disease continues to increase. An estimated 2.5 million people became newly
        infected with HIV in 2007, and more than two million people died of AIDS-related
        causes in 2007. Women comprise half (50%) of adults estimated to be living
        with HIV/AIDS worldwide. Young people under the age of 25 are estimated to
        account for half of all new HIV infections worldwide.
 
 There
        is
        no single AIDS epidemic worldwide. Instead, many regions and countries are
        experiencing diverse epidemics, some of which remain in their early stages.
        Sub-Saharan Africa is the most-affected region in the world as measured by
        HIV/AIDS prevalence rates, followed by the Caribbean. There also is concern
        about the epidemic in parts of Eastern Europe and Asia.
 
 Access
        to
        needed services remains low overall and uneven around the world. Although
        access
        to antiretroviral (ARV) treatment has increased fivefold since December 2003
        in
        low- and middle-income countries, only 28% of people living with HIV/AIDS
        in
        need of ARVs were estimated to be receiving treatment as of December 2006.
        This
        represents 2.0 million of the estimated 7.1 million people in need of
        antiretroviral treatment in these countries. Access to prevention services
        also
        is low, with fewer than one in five people at risk of HIV infection estimated
        to
        have access in low and middle-income countries.
 
 Worldwide,
        financial resources for addressing HIV/AIDS in low- and middle-income countries
        have increased notably over time, but a significant resource gap remains.
        UNAIDS
        estimates that spending on HIV/AIDS rose from US$300 million in 1996 to US$8.3
        billion in 2005, and is projected to reach US$10 billion in 2007. However,
        current spending falls far short of what is needed to respond to the epidemic.
        Sustaining and increasing current efforts to meet the need remain significant
        challenges in the fight against HIV/AIDS.
 *(http://www.globalhealthreporting.org/diseaseinfo.asp).*
 
 **Pharmaceutical
        Industry Overview**
  Discovering
        and developing new drugs is an expensive and time-consuming process. In May
        2003, the Tufts Center for the Study of Drug Development released a study
        that
        estimates the total cost to develop a new prescription drug has increased
        from
        approximately $231 million in 1987 to approximately $897 million in 2000.
        Dr.
        Neal Masia, director of economic policy at Pfizer, Inc., wrote in January
        2006
        that “Estimates about the cost of developing a new drug vary widely, from a low
        of $800 million to nearly $2 billion per drug. Even the high end of those
        estimates may soon be considered a bargain. Recently, Pfizer announced that
        it
        is investing $800 million just for a set of Phase III trials for a single
        drug.”
(Focus on Intellectual property rights http://usinfo.state.gov/products/pubs/intelprp/cost.htm ).
 
 In
        addition, it takes between 10 and 15 years to develop a new prescription
        drug
        and obtain approval to market it in the United States.
  Over
        the
        past 20 years, technological advances have dramatically changed the drug
        discovery process. New and improved technologies have evolved such as ultra
        high-throughput screening, new *in
        vitro* and *in
        vivo* preclinical profiling techniques, and the revolution in genetic-based drug
        research commonly referred to as genomics. The objective of these innovations
        is
        to find more drug targets and to screen against targets much more quickly
        with
        literally millions of chemical compounds. This process should produce many
        more
        molecules having the ability to affect biological activity. These molecules
        then
        need to be tested quickly and economically to determine their viability as
        potentially safe and effective drug candidates.
  -
            5
            -
 
 **The
        Drug Discovery and Development Process**
  Drug
        discovery and development is the process of creating drugs for the treatment
        of
        human disease. The drug discovery process aims to generate safe and effective
        drug candidates, while the drug development process involves the testing
        of
        these drug candidates for safety and efficacy in animals and humans.
  **The
        Drug Development Process**
  The
        drug
        development process consists of two stages: preclinical and clinical. In
        the
        pre-clinical stage, the new drug is tested *in
        vitro* ,
        or in a
        test tube, and *in
        vivo* ,
        or in
        animals, generally over a period of one to three years. These test prove
        the
        concept and preliminary safety of the compound. The following discussion
        describes the role of the Food and Drug Administration, or FDA, in the drug
        development process in the United States. Similar regulatory processes exist
        in
        other countries.
  Prior
        to
        commencing human clinical trials in the United States, a company must file
        with
        the FDA an Investigational New Drug, or IND, application containing details
        for
        at least one study protocol and outlines of other planned studies. The company
        must provide available chemistry, manufacturing and controls data, preclinical
        safety data information, any data from use of the drug in humans that may
        exist
        prior to the IND.and a detailed plan for the proposed clinical trials. The
        design of these trials, also referred to as the study protocols, is essential
        to
        the success of the drug development effort. The protocols must correctly
        anticipate the nature of the data to be generated and results that the FDA
        will
        require before approving the drug. If the FDA does not comment within 30
        days
        after an IND filing, human clinical trials may begin.
  The
        clinical stage is the most time-consuming and expensive part of the drug
        development process. The drug undergoes a series of tests in humans, generally
        including healthy volunteers as well as patients with the targeted disease
        or
        condition.
  Human
        trials usually start on a small scale to assess safety and then expand to
        larger
        trials to test efficacy and continued demonstration of safety. The requirements
        for each phase vary slightly depending on whether the drug is a synthetic
        or
        highly purified drug or a botanical drug product. These trials are usually
        grouped into the following three (pre-marketing) phases, with multiple trials
        generally conducted within each phase:
 
 •
              Phase
                  I includes the initial introduction of an investigational new drug
                  into
                  humans. These studies are closely monitored and may be conducted
                  in
                  patients, but are usually conducted in healthy volunteer subjects.
                  These
                  studies are designed to determine the metabolic and pharmacologic
                  actions
                  of the drug in humans, the side effects associated with increasing
                  doses,
                  and, if possible, to gain early evidence on effectiveness. During
                  Phase 1,
                  sufficient information about the drug's pharmacokinetics and
                  pharmacological effects should be obtained to permit the design
                  of
                  well-controlled, scientifically valid, Phase 2 studies.
  Phase
        1
        studies also evaluate drug metabolism, structure-activity relationships,
        and the
        mechanism of action in humans. These studies also determine which
        investigational drugs are used as research tools to explore biological phenomena
        or disease processes. The total number of subjects included in Phase 1 studies
        varies with the drug, but is generally in the range of twenty to
        eighty.
 
 For
        botanical drug products, preclinical testing is not always necessary prior
        to
        commencing studies in humans. Also pharmacokinetic and pharmacodynamic studies
        may not be possible, at the early IND stage. The first clinical studies are
        therefore often well-controlled studies of safety and efficacy in the relevant
        patient population.
 
 •
              Phase
                  II includes the early controlled clinical studies conducted to
                  obtain some
                  preliminary data on the effectiveness of the drug for a particular
                  indication or indications in patients with the disease or condition.
                  This
                  phase of testing also helps determine the common short-term side
                  effects
                  and risks associated with the drug. Phase 2 studies are typically
                  well-controlled, closely monitored, and conducted in a relatively
                  small
                  number of patients, usually involving several hundred
                  people.




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          6
          -





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





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





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





**Our
      Investigational Drug Candidates**





***Lead
      HIV/AIDS Drug Candidate - AMZ0026***





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





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





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





Preliminary
      data from case studies has supported the immunomodulatory effect of AMZ0026,
      showing efficacy in increasing CD4 counts and body weight (a sign of quality
      of
      life) in AIDS patients, thus substantiating the need for well-controlled studies
      to confirm and demonstrate the magnitude of the immunomodulatory effect, as
      well
      as to determine whether AMZ0026 also possesses anti-HIV
      activity.





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          7
          -




Infection
      by the HIV virus leads ultimately to the destruction of the CD4 cell population.
      Due to the key regulatory role of' this particular cell population, essential
      for both the adequate functioning of the B cells (antibody response) and the
      CD8
      cells (cell-mediated response), the entire immune system is rendered quite
      inactive. The infected individual is then prone to a greater incidence of
      certain cancers and to infection by opportunistic microorganisms. It is this
      latter effect that frequently leads to the death of the infected person.
      AMZ0026, through its capacity to elevate the CD4 cell population, may
      potentially prolong the life of AIDS sufferers by restoring the T cell profile
      to normal levels.





Standard
      HAART regimens contain drugs with many known side effects which confer to them
      low tolerability with consequent noncompliance. Some of these toxicities are
      potentially serious, such as anemia, neutropenia, thrombocytopenia, renal
      insufficiency and lipidemia. By contrast, mostly mild and transient side effects
      have been experienced by some subjects taking our formulation. Further
      demonstrations of the safety and efficacy of this whole-plant botanical drug
      formulation are necessary.





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





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




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





We
      are
      currently designing studies of this compound for testing in the foreign
      countries.




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





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




We
      have
      also developed a sister formula HIV/AIDS drug candidate (AMZ0026-H) We are
      planning to do a comparison study between the two formulas to determine which
      formula is more efficacious.





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





*Hair
      Growth formula - AMZHG001*





In
      addition to our HIV/AIDS drug candidates, we own the rights to a natural
      hair growth product known as “AMZHG001,” which contains a proprietary
      combination of herbal ingredients.




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          8
          -




**Intellectual
      Property Rights**





We
      intend
      to protect the intellectual property rights of our products by obtaining
      patents. We were granted a US patent (#7160561
      issued Jan 2007) on a
      Herbal Composition and Method of Treating HIV Infection.





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





**Manufacturing**





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




**Competition**





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





•      
      efficacy


•      
      safety


•      
      tolerability


•      
      acceptance by doctors


•     
      patient compliance


•      
      patent protection


•      
      ease of use


•      
      price


•      
      insurance and other reimbursement coverage


•      
      distribution


•      
      marketing


•      
      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.




-
          9
          -




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





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





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





**Other
      Immune Modulators in Development for HIV/AIDS**





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





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




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





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





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





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




-
          10
          -




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





**Hemispherx
      Biopharma, Inc.** Hemispherx
      Biopharma is a U.S. based biopharmaceutical company, established in 1993.
      Hemispherx is engaged in the manufacture and development of drugs for the
      treatment of viral and immune based chronic disorders. Its flagship products
      include Alferon N® and the experimental immunotherapeutics Ampligen® and
      Oragens®. Alferon N Injection® is Hemispherx’s registered trademark for its
      injectable formulation of Natural Alpha Interferon, approved by the FDA for
      genital HPV. These products are being developed for chronic viral diseases
      and
      disorders of the immune system including HPV, HIV, CFS and Hepatitis. As of
      May
      2004, Ampligen® - 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® alone and
      Ampligen® in combination with certain other drugs including AZT, ddI, ddC,
      interferon/IL-2 for the treatment of HIV.





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





**Employees**





As
      of
      July 31, 2007, we had a total of 6 employees, none of whom are full-time
      employees. Of these employees, one is involved in business development, three
      in
      research and development and two in finance. None of our employees are
      represented by a labor union and we have not entered into a collective
      bargaining agreement with any union. We have not experienced any work stoppages
      and consider our relations with our employees to be good.





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





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





**We
      have a going concern opinion from our auditors, indicating the possibility
      that
      we may not be able to continue to operate.**





We
      have
      incurred net losses since inception of $14,131,734 and have no significant
      assets at July 31, 2007. We are seeking to raise capital through private
      placements. However, there is no assurance that we will be successful in our
      efforts to raise additional working capital. We anticipate generating losses
      for
      the next 12 months. Therefore, we may be unable to continue operations in the
      future as a going concern. No adjustment has been made in the accompanying
      financial statements to the amounts and classification of assets and liabilities
      which could result should we be unable to continue as a going concern. If we
      cannot continue as a viable entity, our stockholders may lose some or all of
      their investment.





-
          11
          -





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





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





**There
      is a limited trading market for our common stock.**





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





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





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





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




-
          12
          -




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





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




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





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





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




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




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





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




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




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




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




-
          13
          -




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




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





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





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




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




You
      should be aware that in the future:




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





•
            any
                available additional financing may not be
                adequate.




If
      we
      cannot raise additional funds 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.




-
          14
          -




**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:





•
                incur
                    substantial money
                    damages;





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





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





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





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




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




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




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




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




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




-
          15
          -




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





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





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





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





Successful
      commercialization of our products depends, in part, on the availability of
      governmental and third party's 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 payers 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.





-
          16
          -





**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:




•
            Investigational
                New Drug status of AMZ 0026; and  •
            AMZ
              0026 Approved for Phase I/II studies by the
              FDA.





*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:*





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





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





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





•
            Delays
                in enrolling volunteers;





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





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





•
            Unfavorable
                efficacy results;





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





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





•
            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.




-
          17
          -


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




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




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


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




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




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





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





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





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





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





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





•
            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;





•
            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;





•
            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;




-
          18
          -




•
            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





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





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





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





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





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




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





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





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





•
            Biological
                or medical discoveries by
                competitors;





•
            Public
                concern about the safety of our drug
                candidates;





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





•
            Unfavorable
                results from clinical trials;





•
            Unfavorable
                developments concerning patents or other proprietary rights;
                or





•
            Unfavorable
                domestic or foreign regulatory
                developments;





-
          19
          -




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





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




**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.





**Item 1B.
      Unresolved Staff Comments**





None.





**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.





-
          20
          -


**Item
      2. Description of Property**





At
      present, we do not own any property. Our executive offices currently consist
      of
      shared office space located at 43 West 33rd Street, Suite 405, New York, NY
      10001 and telephone number (212) 947-3362, and shared offices at Ofer Building,
      5 Nahum Hefzadi Street, Jerusalem, Israel 95484. We have a month-to-month lease
      for our New York office for which we pay approximately $750/month. We have
      a
      month-to-month lease for our Israel office at a monthly rent of $2,451. We
      may
      require a larger office space if we grow. We believe there is an adequate supply
      of suitable office space for lease in both Israel and the United States on
      terms
      acceptable to us.





**Item
      3. Legal Proceedings**





None.





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





None.





**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters**





Our
      common stock trades on the OTC Bulletin Board under the symbol “AMZO.” The
      following table shows the high and low bid prices for our common stock for
      each
      quarter since August 1, 2004 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 for the 1-for-8 reverse stock split which was effected in
      February, 2004, and the 1-for-3 reverse stock split which was effected in June,
      2007. 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, 2006 to July 31, 2007 (OTC Bulletin Board)
            
            High
                Bid
            
            Low
                BidFirst
                quarter
            
            $
            0.54
            
            $
            0.27Second
                quarter
            
            
            0.42
            
            
            0.17Third
                quarter
            
            
            0.34
            
            
            0.18Fourth
                quarter
            
            
            0.46
            
            
            0.18August
                1, 2005 to July 31, 2006 (OTC Bulletin Board)
            
            
            High
                Bid
            
            
            Low
                BidFirst
                quarter
            
            $
            0.13
            
            $
            0.03Second
                quarter
            
            
            0.14
            
            
            0.07Third
                quarter
            
            
            0.11
            
            
            0.05Fourth
                quarter
            
            
            0.09
            
            
            0.05August
                1, 2004 to July 31, 2005 (OTC Bulletin Board)
            
            
            High
                Bid
            
            
            Low
                BidFirst
                quarter
            
            $
            1.33
            
            $
            0.17Second
                quarter
            
            
            0.50
            
            
            0.13Third
                quarter
            
            
            .68
            
            
            0.068Fourth
                quarter
            
            
            0.27
            
            
            0.6





As
      of
      November 26, 2007, there were approximately 713 record holders of our common
      stock.


-
          21
          -





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





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





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





**Securities
      Authorized for Issuance Under Equity Compensation Plans.** The
      following provides information concerning compensation plans under which our
      equity securities are authorized for issuance as of July 31, 2007: ****


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




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





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





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


-
          22
          -


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





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





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





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





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





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





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




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


-
          23
          -





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





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





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





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





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





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





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.


-
          24
          -





**Recent
      Sales of Unregistered Securities**





None.





**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 all-natural drugs for a better quality of life by using the
      best
      of traditional medicines from nature. Our goal is to be a world leader and
      contributor in the treatment of HIV naturally through the use of immune-based
      therapies. An immune-based therapy is defined as any treatment geared toward
      reestablishing proper functioning of the immune system or directly helping
      the
      immune system to fight a virus, i.e. HIV/AIDS.





**Our
      Corporate History**





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





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**





To
      help
      substantiate our immune modulator claim, AMZ0026 has been granted an IND
      (investigational new drug) status and is approved for Phase I/II clinical
      studies by the FDA. We plan is to begin Phase I/II clinical trials of our
      AMZ0026 drug once we receive sufficient operating capital. At present, we are
      unable to settle our future cash requirements. We intend to increase the number
      of our employees to eight in the event we are able raise sufficient operating
      capital.





We
      also
      plan two small studies. One is an anti-viral study comparing antiviral activity
      of AMZ0026 to AMZ0026-H in animals. The other is a CYP3A metabolism / inhibition
      study. Our goal is to enter into a joint venture with a multinational
      pharmaceutical company to conduct Phase III trials.





We
      also
      own the rights to a natural hair growth product that contains proprietary herbal
      ingredients. We may conduct a small study on this product following the Phase
      I/II clinical study of AMZ 0026.





**Purchase
      or Sale of Equipment**





We
      do not
      expect to purchase or sell any plant or significant equipment. We expect to
      purchase some office equipment up to a maximum of $20,000 during the next 12
      months , if an when we are able raise additional capital.


-
          25
          -


**Revenues**





We
      had no
      revenues for the period from October 10, 2002 (inception) through July 31,
      2007.
      We currently have limited working capital with which to satisfy our cash
      requirements. As of July 31, 2007, we had negative working capital of $932,243.
      We will require significant additional capital in order to fund the Phase I/II
      clinical studies of our drug known as AMZ 0026.





**Liquidity
      and Capital Resources**





Our
      balance sheet as of July 31, 2007, reflects total assets of $199,506. Cash
      and
      cash equivalents from inception to date have been insufficient to provide the
      working capital necessary to operate to date.





We
      have
      financed our operations primarily through private sales of equity securities.
      Since the commencement of our fiscal year, we have accepted deposits of $169,971
      to purchase our common stock. We raised approximately $130,000 in gross proceeds
      from the sale of common stock and warrants in our fiscal year ended July 31,
      2006. We raised approximately $350,000 in gross proceeds from the sale of common
      stock and warrants in our fiscal year ended July 31, 2005. In addition, we
      raised approximately $268,500 in gross proceeds from the sale of common stock
      and warrants in our fiscal year ending July 31, 2004.





We
      anticipate that we will need at least $2,500,000 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.





We
      intend
      to retain any future earnings to retire existing debt, finance the expansion
      of
      our business and any necessary capital expenditures, and for general corporate
      purposes. There can be no assurance that additional capital will be available
      to
      us. We currently have no agreements, arrangements or understandings with any
      person to obtain funds through bank loans, lines of credit or any other sources.





**Going
      Concern Consideration**





We
      have
      incurred net losses since inception of $14,131,734 and have no significant
      assets at July 31, 2007. We are seeking to raise capital through private
      placements. However, there is no assurance that we will be successful in our
      efforts to raise additional working capital. We anticipate generating losses
      for
      the next 12 months. Therefore, we may be unable to continue operations in the
      future as a going concern. No adjustment has been made in the accompanying
      financial statements to the amounts and classification of assets and liabilities
      which could result should we be unable to continue as a going concern.





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements.


-
          26
          -


**Item
      7. Financial Statements**


-
          27
          -


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





NONE.





**Item
      8A. Controls and Procedures.**





We
      carried out an evaluation, under the supervision and with the participation
      of
      our President and Chief Financial Officer, of the effectiveness of the design
      and operation of our disclosure controls and procedures, as defined in Exchange
      Act Rule 13a-14(c) as of the end of the period covered by this Annual Report
      on
      Form 10-KSB. Based on that evaluation, they concluded that our disclosure
      controls and procedures are effective to ensure that information required to
      be
      disclosed in our Exchange Act reports is recorded, processed, summarized and
      reported within the time periods specified in the Securities and Exchange
      Commission’s rules and forms, and that such information is accumulated and
      communicated to them to allow timely decisions regarding required disclosure.





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.





**PART
      III**





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





**Executive
      Officer and Directors**





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





**Name**
            
            **Age**
            
            **Position**Mechael
                Kanovsky
            
            44
            
            President,
                DirectorSimcha
                Edell
            
            52
            
            Chief
                Financial Officer, Director




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





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





**Audit
      Committee**





We
      do not
      have an audit committee at this time.


-
          28
          -





**Scientific
      Advisory Board**





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





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





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





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





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





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





**Code
      of Ethics**





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




-
          29
          -





**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,
      2007, 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.


-
          30
          -


**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, 2007 and 2006.





Name
                and principal position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
                awards
              ($)
            
            Option
                awards
              ($)
            
            Nonequity
                incentive plan compensation ($)
            
            Nonqualified
                deferred compensation earnings
              ($)
            
            All other
                compen-sation
              ($)
            
            Total
              ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)Mechael
                Kanovsky, PEO
            
            
            2007
            
            
            36,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            36,0002006
            
            
            36,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            36,000Simcha
                Edell, CFO
            
            
            2007
            
            
            34,800
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            34,8002006
            
            
            34,800
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            34,800




Option
                awards
            
            Stock
                awardsName
            
            
            Number
                of securities underlying unexercised options
              (#)
                exercisable
            
            
            Number
                of securities underlying unexercised options
              (#)
                unexercisable
            
            
            Equity
                incentive plan awards: Number of securities underlying unexercised
                unearned options
              (#)
            
            
            Option
                exercise price
              ($)
            
            
            Option
                expiration date
            
            
            Number
              of shares
                or units of stock
              that have
                not vested (#)
            
            
            Market
                value of shares of units of stock that have not
                vested ($)
            
            
            Equity
                incentive plan awards: Number of unearned shares, units
                or other rights that have not vested
              (#)
            
            
            Equity
              incentive
              plan
                awards: Market or payout value of
                unearned shares, units or others
                rights that have not vested
              ($)(a)
            
            
            (b)
            
            
            (c)
            
            
            (d)
            
            
            (e)
            
            
            (f)
            
            
            (g)
            
            
            (h)
            
            
            (i)
            
            
            (j)Mechael
                Kanovsky, PEO
            
            
            0
            
            
            0
            
            
            0
            
            
            -
            
            
            -
            
            
            0
            
            
            -
            
            
            0
            
            
            -Simcha
                Edell, CFO
            
            
            0
            
            
            0
            
            
            0
            
            
            -
            
            
            -
            
            
            0
            
            
            -
            
            
            0
            
            
            -


-
          31
          -


**Option
      Grants and Exercises**





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





**Employment
      Agreements**





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





**Compensation
      of Directors**





All
      directors receive reimbursement for reasonable out-of-pocket expenses in
      attending board of directors meetings and for promoting our business. From
      time
      to time we may engage certain members of the board of directors to perform
      services on our behalf. In such cases, we compensate the members for their
      services at rates no more favorable than could be obtained from unaffiliated
      parties. Our directors have not received any compensation for the fiscal year
      ended July 31, 2007.








**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 November 26, 2007 by the following
      persons:





·
            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;


·
            each
                of our directors and executive officers;
                and


·
            all
                of our directors and executive officers as a
                group.





The
      following table assumes that there are 17,096,579 common shares issued and
      outstanding immediately before this offering. Except as set forth in the
      footnotes to the table, the persons names in the table have sole voting and
      investment power with respect to all shares of common stock shown as
      beneficially owned by them, subject to community property laws where applicable.
      A person is considered the beneficial owner of any securities as of a given
      date
      that can be acquired within 60 days of such date through the exercise of any
      option, warrant or right. Shares of common stock subject to options, warrants
      or
      rights which are currently exercisable or exercisable within 60 days are
      considered outstanding for computing the ownership percentage of the person
      holding such options, warrants or rights, but are not considered outstanding
      for
      computing the ownership percentage of any other person.




**Name
                And Address (1)**
            
            **Number
                Of Shares****Beneficially
                Owned**
            
            **Percentage
                Owned**Chaim
                Lieberman
            
            
            2,239,449
            
            
            13.1
            %Mechael
                Kanovsky
            
            
            90,002
            
            
            *Simcha
                Edell
            
            
            133,334
            
            
            *All
                directors and officers as a group (2 persons)
            
            
            223,336
            
            
            1.3
            %





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





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


-
          32
          -





**Securities
      authorized for issuance under equity compensation plans.**





The
      following table sets forth information regarding our equity compensation
      plans.





Plan
                category
            
            Number of
              securities to be issued
                upon exercise of outstanding options,
                warrants and rights
            
            Weighted-
              average exercise price of
              outstanding options,
                warrants and rights
            
            Number of securities
                remaining available for future
                issuance under equity compensation plans
                (excluding securities reflected
                in column (a))(a)
            
            (b)
            
            (c)Equity
                compensation plans approved by security holders
            
            
            0
            
            
            -
            
            
            0Equity
                compensation plans not approved by security holders
            
            
            0
            
            
            -
            
            
            0Total





**Item
      12. Certain Relationships and Related Transactions.**





Other
      than the transactions discussed below, we have not entered into any transaction
      during the last fiscal year nor are there any proposed transactions that exceed
      one percent of the average of our total assets at year end for the last three
      completed fiscal years in which any of our Directors, executive officers,
      stockholders or any member of the immediate family of any of the foregoing
      had
      or is to have a direct or indirect material interest.





As
      of
      July 31, 2007, $38,945 is outstanding for loans from our stockholder, Chaim
      Lieberman, for certain expenses and working capital. During
      the year ended July 31, 2007, $17,680 was repaid to Chaim Lieberman, while
      he
      made additional loans to the company in the amount of $25,950.




On
      March
      20, 2007 we issued 1,000,000 shares of common stock in consideration for $62,000
      in consulting services by a member of our Scientific Advisory Board, Mr.
      Richard Serbin, as stock based compensation.




**Item
      13. Exhibits**





Exhibit
                No.
            
            Description2.1
            
            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.)


-
          33
          -





3(i).2
            
            Articles
                of Amendment to the Articles of Incorporation of Asyst Corporation
                filed
                on January 5, 2004 with the State of Utah Division of Corporations
&
                Commercial Code. (Attached as Exhibit 3.(i).2 to our Annual Report
                on Form
                10-KSB filed on November 15, 2004 and incorporated by reference
                herein).3(i).3
            
            Articles
                of Amendment to the Articles of Incorporation of Asyst Corporation
                filed
                on March 10, 2004 with the State of Utah Division of Corporations
&
                Commercial Code. (Attached as Exhibit 3.(i).3 to our Annual Report
                on Form
                10-KSB filed on November 15, 2004 and incorporated by reference
                herein).3(ii)
            
            Bylaws.
                (Attached as an exhibit to our General Form For Registration of Securities
                on Form 10-SB filed with the SEC on July 19, 1999 and incorporated
                herein
                by reference.).4.1
            
            2004
                Stock Compensation Plan. (Filed as Exhibit 4.1 to our Registration
                Statement on Form S-8 filed on March 3, 2004 and incorporated herein
                by
                reference).4.2
            
            2005
                Stock Incentive Plan (Attached as Exhibit 4.1 to our Registration
                Statement on Form S-8 filed on July 29, 2005 and incorporated herein
                by
                reference).4.3
            
            2006
                Stock Incentive Plan (Attached as Exhibit 4.1 to our Registration
                Statement on Form S-8 filed on March 17, 2006 and incorporation herein
                by
                reference).4.4
            
            2006
                Stock Incentive Plan No. 2 (Attached as Exhibit 4.1 to our Registration
                Statement on Form S-8 filed on June 8, 2006 and incorporation herein
                by
                reference).10.1
            
            Securities
                Purchase Agreement dated as of April 20, 2006, by and between Amazon
                Biotech, Inc. and the purchaser set forth therein (Filed as an exhibit
                to
                our Quarterly Report on Form 10QSB for the period ended April 30,
                2006 and
                incorporated herein by reference).10.2
            
            Securities
                Purchase Agreement dated as of May 30, 2006, by and between Amazon
                Biotech, Inc. and the purchaser set forth therein (Filed as an exhibit
                to
                our Quarterly Report on Form 10QSB for the period ended April 30,
                2006 and
                incorporated herein by reference).14.
            
            Code
                of Business Conduct and Ethics. (Attached as Exhibit 14 to our Annual
                Report on Form 10-KSB filed on November 15, 2004 and incorporated
                by
                reference herein).16.1
            
            Mantyla
                McReynolds, LLC letter, dated January 17, 2005 (Attached as Exhibit
                16.1
                to our Current Report on Form 8-K filed on January 18, 2005 and
                incorporated herein by reference).31.1
            
            Certification
                of Mechael Kanovsky pursuant to Rule 13a-14(a).31.2
            
            Certification
                of Simcha Edell pursuant to Rule 13a-14(a).32.1
            
            Certification
                of Mechael Kanovsky pursuant to 18 U.S.C Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            
            Certification
                of Simcha Edell pursuant to 18 U.S.C Section 1350, as adopted pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002.





**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, 2007.


-
          34
          -


**Audit
      Fees**





Meyler
      & Company, LLC, billed us $25,000 in fees for our annual audit for the year
      ended July 31, 2007, and $15,000 in fees for the review of each of our
      quarterly financial statements for that year.





Meyler
      & Company, LLC, billed us $25,000 in fees for our annual audit for the year
      ended July 31, 2006, and $15,000 in fees for the review of our quarterly
      financial statements for that year.





**Audit-Related
      Fees**




Meyler
      & Company, LLC, billed us $7,500 for assurance and related services in 2006
      and are not reported under Audit Fees above.





**Tax
      and All Other Fees**




We
      did
      not pay any fees to Meyler & Company, LLC for tax compliance, tax advice,
      tax planning or other work during our fiscal years ending July 31, 2007 and
      2006.





**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, 2007 and 2006
      and for the years then ended, none of the hours expended on Meyler &
Company, LLC’s engagement to audit those financial statements were attributed to
      work by persons other than Meyler & Company, LLC’s full-time, permanent
      employees.


-
          35
          -


**Signatures**




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





**AMAZON
                BIOTECH, INC.**By:
            /s/
                Mechael Kanovsky, Ph.DMechael
                Kanovsky, Ph.D.President,
                Director





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





Signatures
            
            Title
            
            DatePresident,
                Director
            
            November
                28, 2007Mechael
                Kanovsky, Ph.D.Chief
                Financial Officer, Director
            
            November
                28, 2007Simcha
                Edell


-
          36
          -




AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





FINANCIAL
      STATEMENTS





FOR
      THE
      YEARS ENDED


JULY
      31,
      2007 AND 2006 (RESTATED)








Item
      7.
      Financial Statements




Table
        of
        Contents


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









MEYLER
      & COMPANY, LLC


CERTIFIED
      PUBLIC ACCOUNTANTS


ONE
      ARIN
      PARK


1715
      HIGHWAY 35


MIDDLETOWN,
      NJ 07748





Report
      of
      Independent Registered Public Accounting Firm





Board
      of
      Directors


Amazon
      Biotech, Inc.


New
      York,
      NY





We
      have
      audited the accompanying balance sheets of Amazon Biotech, Inc. (a Development
      Stage Company) as of July 31, 2007 and 2006 (restated), and the related
      statements of operations, stockholders’ equity (deficiency) and cash flows for
      each of the years in the two-year period ended July 31, 2007 (2006 - restated)
      and for the period October 10, 2002 (Inception) to July 31, 2007. These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Amazon Biotech, Inc. as of July
      31,
      2007 and 2006 (restated), and the results of its operations and its cash flows
      for each of the years in the two-year period ended July 31, 2007 (2006 -
      restated) and for the period October 10, 2002 (Inception) to July 31, 2007,
      in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note D to the financial statements,
      the Company has had no revenues, has negative working capital of $932,243,
      an
      accumulated deficit of $14,131,734, and there are existing uncertain conditions
      which the Company faces relative to its obtaining capital in the equity markets.
      These conditions raise substantial doubt about its ability to continue as a
      going concern. Management’s plans regarding those matters are also described in
      Note D. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





See
      also
      Notes E and G regarding significant related party stock transactions for
      services rendered to the Company and stock issued in 2007 and 2006.





Meyler
              & Company, LLC





Middletown,
      NJ


November
      7, 2007




F-1







AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)


BALANCE
      SHEETS





July
                31,2007
            
            2006(Restated)ASSETSCURRENT
                ASSETSCash
            
            $
            5,475
            
            $
            10,158Current
                portion of prepaid consulting expenses
            
            
            189,451
            
            
            572,314Total
                Current Assets
            
            
            194,926
            
            
            582,472OFFICE
                EQUIPMENT, net of accumulated depreciation of  $6,405 and $4,484,
                respectively
            
            
            882
            
            
            2,803OTHER
                ASSETSLong
                term portion of prepaid consulting expenses
            
            
            
            
            
            183,333Due
                from affiliated company
            
            
            3,398Intangible
                assets - production rights
            
            
            300
            
            
            300Total
                Assets
            
            $
            199,506
            
            $
            768,908LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT
                LIABILITIESConvertible
                loan payable
            
            $
            100,000Accounts
                payable
            
            
            209,913
            
            $
            58,401Accrued
                consulting fees - officers
            
            
            266,200
            
            
            176,800Accrued
                payroll taxes
            
            
            91,839
            
            
            79,317Accrued
                expenses
            
            
            64,481
            
            
            61,296Due
                to affiliated companies
            
            
            4,500
            
            
            14,250Loan
                payable
            
            
            23,400
            
            
            23,400Loans
                from officers
            
            
            49,385
            
            
            158,655Deposits
                to acquire common stock
            
            
            317,451
            
            
            130,000Total
                Current Liabilities
            
            
            1,127,169
            
            
            702,119STOCKHOLDERS'
                EQUITY (DEFICIENCY)Preferred
                stock, authorized 2,000,000 shares;$0.001
                par value; no shares issued and outstandingCommon
                stock, authorized 50,000,000 shares;$0.003
                par value; 17,247,709 and
              14,341,878
                shares issued and outstanding, respectively
            
            
            17,248
            
            
            14,342Additional
                contributed capital
            
            
            13,186,823
            
            
            12,545,304Deficit
                accumulated during the development stage
            
            
            (14,131,734
            )
            
            (12,492,857
            )Total
                Stockholders' Equity (Deficiency)
            
            
            (927,663
            )
            
            66,789Total
                Liabilities and Stockholders' Equity (Deficiency)
            
            $
            199,506
            
            $
            768,908




See
      accompanying notes to financial statements.


F-2





AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)


STATEMENTS
      OF OPERATIONS





October 10, 2002(Inception)For
                the years ended July 31,
            
            to2007
            
            2006
            
            July
                31, 2007(Restated)REVENUE
            
            $
            -
            
            $
            -
            
            $
            -COSTS
                AND EXPENSESStock
                based compensation
            
            
            
            
            
            323,250
            
            
            893,750Stock
                issued for services
            
            
            443,925
            
            
            1,634,300
            
            
            10,306,119Consulting
                fees
            
            
            43,564
            
            
            33,630
            
            
            144,084Consulting
                fees - officers
            
            
            189,600
            
            
            186,350
            
            
            781,051Other
                general office expenses
            
            
            371,132
            
            
            225,585
            
            
            1,146,907Amortization
                of consulting fees
            
            
            588,696
            
            
            261,103
            
            
            849,799Depreciation
            
            
            1,921
            
            
            2,429
            
            
            6,405Total
                Costs and Expenses
            
            
            1,638,838
            
            
            2,666,647
            
            
            14,128,115NET
                OPERATING LOSS
            
            
            (1,638,838
            )
            
            (2,666,647
            )
            
            (14,128,115
            )OTHER
                EXPENSEInterest
            
            
            (39
            )
            
            (3,580
            )
            
            (3,619
            )NET
                LOSS BEFORE INCOME TAXES
            
            
            (1,638,877
            )
            
            (2,670,227
            )
            
            (14,131,734
            )INCOME
                TAXES
            
            
            -
            
            
            -
            
            
            -NET
                LOSS
            
            $
            (1,638,877
            )
            $
            (2,670,227
            )
            $
            (14,131,734
            )NET
                LOSS PER SHARE OF COMMON STOCK(basic
                and diluted)
            
            $
            (0.10
            )
            $
            (0.24
            )
            $
            (1.54
            )WEIGHTED
                AVERAGE NUMBER OF
              COMMON
                SHARES OUTSTANDING
            
            
            15,694,002
            
            
            11,355,249
            
            
            9,179,181





See
      accompanying notes to financial statements.


F-3




AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)


STATEMENTS
      OF CASH FLOWS





October 10, 2002(Inception)For
                the years ended July 31,
            
            to2007
            
            2006
            
            July
                31, 2007(Restated)CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (1,638,877
            )
            $
            (2,670,227
            )
            $
            (14,131,734
            )Adjustments
                to reconcile net loss to cash flows from operating
                activities:Stock
                based compensation
            
            
            
            
            
            323,250
            
            
            893,750Stock
                issued for services
            
            
            443,925
            
            
            1,634,300
            
            
            10,306,119Depreciation
            
            
            1,921
            
            
            2,429
            
            
            6,405Amortization
                of consulting fees
            
            
            588,696
            
            
            261,103
            
            
            849,799Operating
                expenses paid by officer
            
            
            
            
            
            
            
            
            37,045Changes
                in assets and liabilities:Increase
                in due from affiliated companies
            
            
            (3,398
            )
            
            
            
            
            (3,398
            )Increase
                in accounts payable
            
            
            174,012
            
            
            90,451
            
            
            330,315Increase
                in accrued consulting fees - officers
            
            
            134,400
            
            
            153,450
            
            
            334,600Increase
                (decrease) in due to affiliated companies
            
            
            (9,750
            )
            
            9,000
            
            
            (750
            )Increase
                in accrued payroll taxes
            
            
            12,522
            
            
            8,316
            
            
            91,839Increase
                in accrued expenses
            
            
            3,185
            
            
            29,780
            
            
            69,731Net
                cash used in operating activities
            
            
            (293,364
            )
            
            (158,148
            )
            
            (1,216,279
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of office equipment
            
            
            
            
            
            
            
            
            (7,287
            )Net
                cash used in investing activities
            
            
            -
            
            
            -
            
            
            (7,287
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from convertible loan payable
            
            
            100,000
            
            
            
            
            
            100,000Proceeds
                from demand note payable
            
            
            
            
            
            
            
            
            98,000Payments
                on demand note payable
            
            
            
            
            
            (3,000
            )
            
            (25,000
            )Proceeds
                from loan from officer
            
            
            36,390
            
            
            48,810
            
            
            100,700Payments
                on loan from officer
            
            
            (17,680
            )
            
            (8,200
            )
            
            (33,380
            )Proceeds
                from deposits to acquire common stock
            
            
            169,971
            
            
            130,000
            
            
            399,971Proceeds
                from issuance of common stock
            
            
            
            
            
            
            
            
            588,750Net
                cash provided by financing activities
            
            
            288,681
            
            
            167,610
            
            
            1,229,041Net
                increase (decrease) in cash
            
            
            (4,683
            )
            
            9,462
            
            
            5,475CASH
                AT BEGINNING OF PERIOD
            
            
            10,158
            
            
            696CASH
                AT END OF PERIOD
            
            $
            5,475
            
            $
            10,158
            
            $
            5,475





See
      accompanying notes to financial statements.


F-4





AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)


STATEMENTS
      OF CASH FLOWS (CONTINUED)





October 10, 2002(Inception)For
                the years ended July 31,
            
            to2007
            
            2006
            
            July
                31, 2007(Restated)SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATIONCASH
                PAID FOR:Interest
            
            $
            39
            
            $
            3,580
            
            $
            3,619NON-CASH
                INVESTING AND FINANCING ACTIVITIES:Issuance
                of common stock for production rights
            
            
            
            
            
            
            
            
            300Capitalization
                of ASYST liabilities
            
            
            
            
            
            
            
            
            77,055Recharacterization
                of ASYST accumulated deficit upon reverse merger
            
            
            
            
            
            
            
            
            375,997Issuance
                of common stock for stock based compensation
            
            
            
            
            
            323,250
            
            
            893,750Issuance
                of common stock for services
            
            
            443,925
            
            
            1,634,300
            
            
            10,306,119Demand
                note payable paid by officer
            
            
            
            
            
            50,000
            
            
            73,000Issuance
                of common stock in payment of accounts payable
            
            
            22,500
            
            
            97,902
            
            
            120,402Issuance
                of common stock for prepaid consulting fees
            
            
            22,500
            
            
            1,016,750
            
            
            1,039,250Pay-off
                accrued consulting fees - officers with loan payable
            
            
            45,000
            
            
            23,400
            
            
            68,400Issuance
                of common stock and reduction of deposits to acquire common
                stock
            
            
            110,500
            
            
            100,000
            
            
            210,500Reclassifiation
                of loans from officers to deposits to acquire common stock
            
            
            127,980
            
            
            
            
            
            127,980





See
      accompanying notes to financial statements.


F-5




AMAZON
        BIOTECH, INC.
 (A
        Development Stage Company)
 STATEMENTS
        OF STOCKHOLDERS' EQUITY (DEFICIENCY)
 July
        31,
        2007
 
 Additional
              
              
              
              Deficit
                Accumulated
                During the
              
              Total
                Stockholders'Preferred
                  Stock
              
              Common
                  Stock
              
              Contributed
              
              Accumulated
              
              Development
              
              EquityShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Deficit
              
              Stage
              
              (Deficiency)Balance
                  at July 31, 2003
              
              
              -
              
              $
              -
              
              
              449,072
              
              $
              449
              
              $
              298,493
              
              $
              (353,048
              )
              $
              3,087
              
              $
              (51,019
              )ASYST
                  pre-acquisition net loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (26,036
              )
              
              
              
              
              (26,036
              )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
              )
              
              379,084
              
              
              (3,087
              )
              
              300Capitalization
                  of ASYST liabilities
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              77,055
              
              
              
              
              
              
              
              
              77,055Cancellation
                  of ASYST shares
              
              
              
              
              
              
              
              
              (131,250
              )
              
              (131
              )
              
              131
              
              
              
              
              
              
              
              
              -Balance
                  prior to merger
              
              
              -
              
              
              -
              
              
              37,634
              
              
              38
              
              
              262
              
              
              -
              
              
              -
              
              
              300May
                  8, 2007 - 3 for 1 reverse split
              
              
              
              
              
              
              
              
              (24,557
              )
              
              (25
              )
              
              25
              
              
              
              
              
              
              
              
              -Exchange
                  of 16,000,000 shares (pre-split) of ASYST for Amazon Biotech,
                  Inc.
              
              
              
              
              
              
              
              
              5,333,334
              
              
              5,333
              
              
              (5,333
              )
              
              
              
              
              
              
              
              -Issuance
                  of 4,290,000 shares (pre-split) for consulting services valued
                  at $1.00
                  per share
              
              
              
              
              
              
              
              
              1,430,000
              
              
              1,430
              
              
              4,288,570
              
              
              
              
              
              
              
              
              4,290,000Proceeds
                  from issuance of 750,000 (pre-split) shares at $0.0027 per
                  share
              
              
              
              
              
              
              
              
              250,000
              
              
              250
              
              
              1,750
              
              
              
              
              
              
              
              
              2,000Proceeds
                  from issuance of 200,000 shares (pre-split) at $0.50 per
                  share
              
              
              
              
              
              
              
              
              66,667
              
              
              67
              
              
              99,933
              
              
              
              
              
              
              
              
              100,000Proceeds
                  from issuance of 120,000 shares (pre-split) at $1.00 per
                  share
              
              
              
              
              
              
              
              
              40,000
              
              
              40
              
              
              119,960
              
              
              
              
              
              
              
              
              120,000Proceeds
                  from issuance of 50,000 shares (pre-split) at $0.93 per
                  share
              
              
              
              
              
              
              
              
              16,667
              
              
              17
              
              
              46,483
              
              
              
              
              
              
              
              
              46,500Issuance
                  of 1,993,000 shares (pre-split) for consulting services valued
                  at $1.00
                  per share
              
              
              
              
              
              
              
              
              664,334
              
              
              664
              
              
              1,992,336
              
              
              
              
              
              
              
              
              1,993,000Issuance
                  of 1,200,000 shares (pre-split) for consulting services valued
                  at $1.00
                  per share
              
              
              
              
              
              
              
              
              400,000
              
              
              400
              
              
              1,199,600
              
              
              
              
              
              
              
              
              1,200,000Net
                  loss for the year ended July 31, 2004
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7,906,363
              )
              
              (7,906,363
              )Balance
                  at July 31, 2004
              
              
              -
              
              $
              -
              
              
              8,214,079
              
              $
              8,214
              
              $
              7,743,586
              
              $
              -
              
              $
              (7,906,363
              )
              $
              (154,563
              )
 
 See
        accompanying notes to financial statements.
  F-6
 
 AMAZON
        BIOTECH, INC.
 (A
        Development Stage Company)
 STATEMENTS
        OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
 July
        31,
        2007
 
 Additional
              
              
              
              Deficit
                Accumulated
                During the
              
              Total
                Stockholders'Preferred
                  Stock
              
              Common
                  Stock
              
              Contributed
              
              Accumulated
              
              Development
              
              EquityShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Deficit
              
              Stage
              
              (Deficiency)Balance
                  at July 31, 2004
              
              
              -
              
              $
              -
              
              
              8,214,079
              
              $
              8,214
              
              $
              7,743,586
              
              $
              -
              
              $
              (7,906,363
              )
              $
              (154,563
              )Proceeds
                  from issuance of 100,000 shares (pre-split) at $0.50 per
                  share
              
              
              
              
              
              
              
              
              33,334
              
              
              33
              
              
              49,967
              
              
              
              
              
              
              
              
              50,000Issuance
                  of 540,000 shares (pre-split) for services valued at $0.47 per
                  share
              
              
              
              
              
              
              
              
              180,000
              
              
              180
              
              
              253,620
              
              
              
              
              
              
              
              
              253,800Issuance
                  of 180,000 shares (pre-split) for services valued at $0.50 per
                  share
              
              
              
              
              
              
              
              
              60,000
              
              
              60
              
              
              89,940
              
              
              
              
              
              
              
              
              90,000Proceeds
                  from issuance of 100,000 shares (pre-split)at $0.50 per
                  share
              
              
              
              
              
              
              
              
              33,334
              
              
              33
              
              
              49,967
              
              
              
              
              
              
              
              
              50,000Issuance
                  of 1,500,000 shares (pre-split) for services valued at $0.28 per
                  share
              
              
              
              
              
              
              
              
              500,000
              
              
              500
              
              
              419,500
              
              
              
              
              
              
              
              
              420,000Issuance
                  of 120,000 shares (pre-split) for services valued at $0.28 per
                  share
              
              
              
              
              
              
              
              
              40,000
              
              
              40
              
              
              33,560
              
              
              
              
              
              
              
              
              33,600Proceeds
                  from issuance of 200,000 shares (pre-split)at $0.50 per
                  share
              
              
              
              
              
              
              
              
              66,667
              
              
              67
              
              
              99,933
              
              
              
              
              
              
              
              
              100,000Proceeds
                  from issuance of 300,000 shares (pre-split)at $0.50 per
                  share
              
              
              
              
              
              
              
              
              100,000
              
              
              100
              
              
              149,900
              
              
              
              
              
              
              
              
              150,000Costs
                  incurred in private placement
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (29,750
              )
              
              
              
              
              
              
              
              (29,750
              )Issuance
                  of 125,000 common stock warrants (pre-split)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              77,494
              
              
              
              
              
              
              
              
              77,494Issuance
                  of 10,000 shares (pre-split) for services valued at $0.65 per
                  share
              
              
              
              
              
              
              
              
              3,333
              
              
              3
              
              
              6,497
              
              
              
              
              
              
              
              
              6,500Issuance
                  of 1,550,000 shares (pre-split) for services valued at $0.28 per
                  share
              
              
              
              
              
              
              
              
              516,667
              
              
              517
              
              
              433,483
              
              
              
              
              
              
              
              
              434,000Net
                  loss for the year ended July 31, 2005
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,916,267
              )
              
              (1,916,267
              )Balance
                  at July 31, 2005
              
              
              -
              
              $
              -
              
              
              9,747,414
              
              $
              9,747
              
              $
              9,377,697
              
              $
              -
              
              $
              (9,822,630
              )
              $
              (435,186
              )
 
 See
        accompanying notes to financial statements.
  F-7
 
 AMAZON
        BIOTECH, INC.
 (A
        Development Stage Company)
 STATEMENTS
        OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
 July
        31,
        2007
 
 Additional
              
              
              
              Deficit
                Accumulated
                During the
              
              Total
                Stockholders'Preferred
                  Stock
              
              Common
                  Stock
              
              Contributed
              
              Accumulated
              
              Development
              
              EquityShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Deficit
              
              Stage
              
              (Deficiency)Balance
                  at July 31, 2005
              
              
              -
              
              $
              -
              
              
              9,747,414
              
              $
              9,747
              
              $
              9,377,697
              
              $
              -
              
              $
              (9,822,630
              )
              $
              (435,186
              )Shares
                  issued under S-8 for consulting services at $0.17 per share
                  (pre-split)
              
              
              
              
              
              
              
              
              250,000
              
              
              250
              
              
              127,250
              
              
              
              
              
              
              
              
              127,500Shares
                  issued under S-8 for legal services at at $0.13022 per share pursuant
                  to a
                  10b5-1 plan (pre-split)
              
              
              
              
              
              
              
              
              68,000
              
              
              68
              
              
              26,497
              
              
              
              
              
              
              
              
              26,565Shares
                  issued for consulting services at $0.17 per share
                  (pre-split)
              
              
              
              
              
              
              
              
              416,667
              
              
              417
              
              
              212,083
              
              
              
              
              
              
              
              
              212,500Shares
                  issued under S-8 for legal services at $0.30 per share pursuant
                  to a
                  10b5-1 plan
              
              
              
              
              
              
              
              
              25,333
              
              
              25
              
              
              22,775
              
              
              
              
              
              
              
              
              22,800Shares
                  issued under S-8 for consulting services at $0.30 per share
                  (pre-split)
              
              
              
              
              
              
              
              
              140,000
              
              
              140
              
              
              125,860
              
              
              
              
              
              
              
              
              126,000Shares
                  voluntarily surrendered by officer for no consideration
              
              
              
              
              
              
              
              
              (213,333
              )
              
              (213
              )
              
              213
              
              
              
              
              
              
              
              
              -Shares
                  issued to officer for services rendered at $0.31 per share
                  (pre-split)
              
              
              
              
              
              
              
              
              25,000
              
              
              25
              
              
              23,225
              
              
              
              
              
              
              
              
              23,250Shares
                  issued under S-8 for consulting services at $0.26 per share
                  (pre-split)
              
              
              
              
              
              
              
              
              193,333
              
              
              193
              
              
              150,607
              
              
              
              
              
              
              
              
              150,800Shares
                  issued under S-8 for legal services at $0.20895 per share pursuant
                  to a
                  10b5-1 plan (pre-split)
              
              
              
              
              
              
              
              
              20,000
              
              
              20
              
              
              12,517
              
              
              
              
              
              
              
              
              12,537Shares
                  issued for consulting services at $0.19per share
                  (pre-split)
              
              
              
              
              
              
              
              
              16,667
              
              
              17
              
              
              9,483
              
              
              
              
              
              
              
              
              9,500Shares
                  issued under S-8 to officer for services rendered at $0.17 per
                  share
                  (pre-split)
              
              
              
              
              
              
              
              
              50,000
              
              
              50
              
              
              25,450
              
              
              
              
              
              
              
              
              25,500Shares
                  issued under S-8 for consulting services at $0.19 per share
                  (pre-split)
              
              
              
              
              
              
              
              
              500,000
              
              
              500
              
              
              284,500
              
              
              
              
              
              
              
              
              285,000Shares
                  issued under S-8 for consulting services at $0.27 per share
                  (pre-split)
              
              
              
              
              
              
              
              
              333,333
              
              
              333
              
              
              269,667
              
              
              
              
              
              
              
              
              270,000Shares
                  issued under S-8 for consulting services at $0.28 per share
                  (pre-split)
              
              
              
              
              
              
              
              
              400,000
              
              
              400
              
              
              335,600
              
              
              
              
              
              
              
              
              336,000Shares
                  issued for consulting services at $0.29per share
                  (pre-split)
              
              
              
              
              
              
              
              
              25,000
              
              
              25
              
              
              21,725
              
              
              
              
              
              
              
              
              21,750Shares
                  issued under S-8 for legal services at $0.20per share pursuant
                  to a 10b5-1
                  plan (pre-split)
              
              
              
              
              
              
              
              
              33,333
              
              
              33
              
              
              19,967
              
              
              
              
              
              
              
              
              20,000
 
 See
        accompanying notes to financial statements.
  F-8
 
 AMAZON
        BIOTECH, INC.
 (A
        Development Stage Company)
 STATEMENTS
        OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
 July
        31,
        2007
  Additional
                
                
                
                Deficit
                  Accumulated
                  During the
                
                Total
                  Stockholders'Preferred
                    Stock
                
                Common
                    Stock
                
                Contributed
                
                Accumulated
                
                Development
                
                EquityShares
                
                Amount
                
                Shares
                
                Amount
                
                Capital
                
                Deficit
                
                Stage
                
                (Deficiency)Shares
                    issued to officer for services rendered at $0.22 per share
                    (pre-split)
                
                
                
                
                
                
                
                
                400,000
                
                
                400
                
                
                263,600
                
                
                
                
                
                
                
                
                264,000Shares
                    issued for consulting services at $0.22 per share
                    (pre-split)
                
                
                
                
                
                
                
                
                666,667
                
                
                667
                
                
                439,333
                
                
                
                
                
                
                
                
                440,000Shares
                    issued for consulting services at $0.20 per share
                    (pre-split)
                
                
                
                
                
                
                
                
                1,000,000
                
                
                1,000
                
                
                599,000
                
                
                
                
                
                
                
                
                600,000Shares
                    issued for penalties at $0.20 per share (pre-split) relating
                    to late
                    filing of registration statement
                
                
                
                
                
                
                
                
                120,000
                
                
                120
                
                
                71,880
                
                
                
                
                
                
                
                
                72,000Shares
                    issued to officer for services rendered at $0.14 per share
                    (pre-split)
                
                
                
                
                
                
                
                
                25,000
                
                
                25
                
                
                10,475
                
                
                
                
                
                
                
                
                10,500Shares
                    issued under S-8 for legal services at $0.16 per share (pre-split)
                    pursuant to a 10b5-1 plan
                
                
                
                
                
                
                
                
                33,333
                
                
                33
                
                
                15,967
                
                
                
                
                
                
                
                
                16,000Proceeds
                    from sale of stock at $0.30315 per share (pre-split)
                
                
                
                
                
                
                
                
                66,667
                
                
                67
                
                
                60,562
                
                
                
                
                
                
                
                
                60,629Valuation
                    of warrants attached to common stock
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                39,371
                
                
                
                
                
                
                
                
                39,371Net
                    loss for the year ended July 31, 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,670,227
                )
                
                (2,670,227
                )Balance
                    at July 31, 2006 (Restated)
                
                
                -
                
                
                -
                
                
                14,342,414
                
                
                14,342
                
                
                12,545,304
                
                
                -
                
                
                (12,492,857
                )
                
                66,789Shares
                    issued for consulting services at $0.11 per share
                    (pre-split)
                
                
                
                
                
                
                
                
                5,833
                
                
                6
                
                
                1,919
                
                
                
                
                
                
                
                
                1,925Shares
                    issued for consulting services at $0.09 per share
                    (pre-split)
                
                
                
                
                
                
                
                
                83,333
                
                
                83
                
                
                22,417
                
                
                
                
                
                
                
                
                22,500Shares
                    issued under S-8 for legal services at $0.09 per share (pre-split)
                    pursuant to a 10b5-1 plan
                
                
                
                
                
                
                
                
                83,333
                
                
                83
                
                
                22,417
                
                
                
                
                
                
                
                
                22,500Shares
                    issued for consulting services at $0.08 per share
                    (pre-split)
                
                
                
                
                
                
                
                
                583,333
                
                
                584
                
                
                139,416
                
                
                
                
                
                
                
                
                140,000Shares
                    issued under consulting agreement at $0.08 per share
                    (pre-split)
                
                
                
                
                
                
                
                
                1,000,000
                
                
                1,000
                
                
                239,000
                
                
                
                
                
                
                
                
                240,000Shares
                    issued to officers in payment of accrued expenses at $0.06 per
                    share
                    (pre-split)
                
                
                
                
                
                
                
                
                250,000
                
                
                250
                
                
                44,750
                
                
                
                
                
                
                
                
                45,000Shares
                    issued under consulting agreement at $0.062 per share
                    (pre-split)
                
                
                
                
                
                
                
                
                333,333
                
                
                333
                
                
                61,667
                
                
                
                
                
                
                
                
                62,000Proceeds
                    from issuance of stock at $0.065 per share (pre-split)
                
                
                
                
                
                
                
                
                566,667
                
                
                567
                
                
                109,933
                
                
                
                
                
                
                
                
                110,500Net
                    Loss for the year ended July 31, 2007
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,638,877
                )
                
                (1,638,877
                )Balance
                    at July 31, 2007
                
                
                -
                
                $
                -
                
                
                17,248,246
                
                $
                17,248
                
                $
                13,186,823
                
                $
                -
                
                $
                (14,131,734
                )
                $
                (927,663
                )
 
 See
        accompanying notes to financial statements.
  F-9


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007




NOTE
      A -
      RESTATEMENT





The
      balance sheet at July 31, 2006, was restated for 1,058,334 shares (post-split)
      of common stock issued as stock based compensation, stock for services, and
      accrued expenses which were not included as issued in the financial statements
      as originally filed. The effect of these changes was to increase common stock
      by
      $1,057, additional contributed capital by $629,443, and deficit accumulated
      during the development stage by $630,500.





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





NOTE
      B – ORGANIZATION AND NATURE OF OPERATIONS





Organization
      and Nature of Operations





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





Reverse
      Merger





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





NOTE
      C -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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.


F-10





AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      C -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Cash
      and
      Cash Equivalents





The
      Company considers all highly-liquid investments with a maturity of three months
      or less when purchased to be cash equivalents. The Company had no cash
      equivalents at July 31, 2007 or 2006.





Income
      Taxes





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





At
      July
      31, 2007, the Company has net operating loss carry forwards for tax purposes
      of
      approximately $8,794,000 which expire in 2025. Since the Company has generated
      operating losses since inception, a deferred tax asset of approximately
      $3,078,000 has been offset by a valuation allowance of $3,078,000. The valuation
      allowance increased by $573,000 during the year ended July 31,
      2007.





Net
      Loss
      Per Common Share





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





Business
      Combinations and Intangible Assets





The
      Company follows SFAS No. 141, "Business Combinations” which requires the
      purchase method of accounting for business combinations and eliminates the
      pooling-of-interests method.





The
      Company follows SFAS No. 142, "Goodwill and Other Intangible Assets", which
      discontinues of goodwill amortization. SFAS No. 142 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.


F-11


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      C -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Business
      Combinations and Intangible Assets (Continued)





The
      Company follows SFAS No. 144, "Accounting for the Impairment or Disposal of
      Long-Lived Assets", which 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 also 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.





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





The
      Company follows SFAS No. 123(R), "Accounting for Stock-Based Compensation"
      which, 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 proforma disclosure of what net income and earnings
      per share would have been if the Company adopted the fair value method. Under
      SFAS No. 123(R) effective for periods beginning after June 15, 2005, share-based
      payment liabilities incurred to employees must be measured at fair value and
      must be recorded as expense.


F-12


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      C -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent
      Accounting Pronouncements





In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued
      Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48
      defines the threshold for recognizing the benefits of tax return positions
      in
      the financial statements as “more-likely-than-not” to be sustained by the taxing
      authority. Recently issued literature also provides guidance on the
      derecognition, measurement and classification of income tax uncertainties,
      along
      with any related interest and penalties. FIN 48 also includes guidance
      concerning accounting for income tax uncertainties in interim periods and
      increases the level of disclosures associated with any recorded income tax
      uncertainties. FIN 48 is effective for fiscal years beginning after
      December 15, 2006. The Company expects to adopt the provisions of FIN 48
      beginning in the first quarter of 2007. The Company is currently in the process
      of determining the impact, if any, of adopting the provisions of FIN 48 on
      its
      financial position, results of operations and liquidity.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
      defines fair value, establishes a framework for measuring fair value under
      other
      accounting pronouncements that permit or require fair value measurements,
      changes the methods used to measure fair value and expands disclosures about
      fair value measurements. In particular, disclosures are required to provide
      information on the extent to which fair value is used to measure assets and
      liabilities; the inputs used to develop measurements; and the effect of certain
      of the measurements on earnings (or changes in net assets). SFAS No. 157 is
      effective for fiscal years beginning after November 15, 2007 and interim periods
      within those fiscal years. Early adoption, as of the beginning of an entity’s
      fiscal year, is also permitted, provided interim financial statements have
      not
      yet been issued. The Company is currently evaluating the potential impact,
      if
      any, that the adoption of SFAS No. 157 will have on its consolidated financial
      statements.





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”).
      SAB No. 108 provides guidance on how prior year misstatements should be
      considered when quantifying misstatements in the current year financial
      statements. SAB No. 108 requires registrants to quantify misstatements using
      both a balance sheet and an income statement approach and evaluate whether
      either approach results in quantifying a misstatement that, when all relevant
      quantitative and qualitative factors are considered, is material. SAB No. 108
      does not change the guidance in SAB No. 99, “Materiality,” when evaluating the
      materiality of misstatements. SAB No. 108 is effective for fiscal years ending
      after November 15, 2006. Upon initial application, SAB No. 108 permits a
      one-time cumulative effect adjustment to beginning retained earnings. The
      Company adopted SAB No. 108 for the fiscal year ended December 31, 2006.
      Adoption of SAB No. 108 did not have a material impact on the consolidated
      financial statements.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS 159”).
      SFAS 159 allows entities to measure at fair value many financial
      instruments and certain other assets and liabilities that are not otherwise
      required to be measured at fair value. SFAS 159 is effective for fiscal
      years beginning after November 15, 2007. The company has not yet determined
      what impact, if any, that adoption will have on results of operations, cash
      flows or financial position.


F-13


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      D -
      GOING CONCERN





As
      shown
      in the accompanying financial statements at July 31, 2007, the Company has
      had
      no revenues, has negative working capital of $932,243, and an accumulated
      deficit of $14,131,734. 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
      E -
      COMMON STOCK





On
      February 23, 2004, the Company issued 750,000 shares (pre-split) 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 (pre-split) of its common stock and 100,000 common stock warrants
      (pre-split) at $6.00 per share at $0.50 per share, realizing $100,000. Each
      warrant is entitled to purchase one share of common stock.





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





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





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





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





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





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





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


F-14


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      E -
      COMMON STOCK (CONTINUED)





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





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





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





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





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





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





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





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





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





On
      September 13, 2005, the Company authorized the issuance of 1,250,000 shares
      (pre-split) of common stock to a consultant for services rendered. Stock for
      services of $212,500 was recorded based on $0.17 per share. At July 31, 2007,
      850,000 shares (283,334 post-split shares) of common stock have yet to be
      issued, however they have been included in shares issued and outstanding at
      July
      31, 2007.





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





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


F-15


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      E -
      COMMON STOCK (CONTINUED)





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





On
      November 9, 2005, the Company authorized the issuance of 75,000 shares
      (pre-split) of common stock to an officer of the Company pursuant to an
      employment agreement. Stock based compensation of $23,250 was recorded based
      on
      $0.31 per share.





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





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





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





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





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





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





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





On
      April
      11, 2006, the Company authorized the issuance of 75,000 shares (pre-split)
      of
      common stock to consultants pursuant to a twelve month consulting agreement.
      Prepaid consulting fees of $21,750 were recorded based on $0.29 per share.
      At
      July 31, 2007, the shares have yet to be issued, however they have been included
      in shares issued and outstanding at July 31, 2007.





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





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


F-16


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      E -
      COMMON STOCK (CONTINUED)





On
      June
      4, 2006, the Company issued 2,000,000 shares (pre-split) of its common stock
      to
      a consultant pursuant to a two year consulting agreement. Prepaid consulting
      fees of $440,000 were recorded based on $0.22 per share. At July 31, 2007,
      the
      shares have yet to be issued, however they have been included in shares issued
      and outstanding at July 31, 2007.





On
      June
      13, 2006, the Company authorized the issuance of 3,000,000 shares (pre-split)
      of
      its common stock under an S-8 Filing with the Securities and Exchange Commission
      to a consultant for services rendered. Stock for services of $600,000 was
      recorded based on $0.20 per share. At July 31, 2007, the Company has not issued
      500,000 of the shares, however they have been included in shares issued and
      outstanding at July 31, 2007.





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





On
      July
      1, 2006, the Company authorized the issuance of 75,000 shares (pre-split) of
      common stock to an officer of the Company pursuant to an employment agreement.
      Stock based compensation of $10,500 was recorded based on $0.14 per share.





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





On
      July
      17, 2006, the Company issued 200,000 shares (pre-split) of its common stock
      under a unit offering which was sold at $0.50 per unit. Each unit consisted
      of
      one share of common stock and one common stock warrant. The Company employed
      a
      valuation consultant to value the unit offering. As such, the fair value of
      each
      share sold was valued at $0.30315 totaling $60,629 and the fair value of each
      warrant was valued at $0.19686 per warrant totaling $39,371. At July 31, 2007,
      30,000 shares have yet to be issued, however they have been included in shares
      issued and outstanding at July 31, 2007.





On
      September 27, 2006, the Company authorized the issuance of 17,500 shares
      (pre-split) of common stock to a consultant for services rendered. Stock for
      services of $1,925 was recorded based on $0.11 per share. At July 31, 2007,
      the
      Company owes the consultant a balance of $1,075, pursuant to the consulting
      agreement, which is included in accrued expenses.





On
      November 1, 2006, the Company entered into a consulting agreement for a term
      of
      one year whereby it issued 250,000 shares (pre-split) of common stock under
      an
      S-8 Filing with the Securities and Exchange Commission. Prepaid consulting
      fees
      of $22,500 were recorded based on $0.09 per share.





On
      December 6, 2006, the Company issued 250,000 shares (pre-split) of its common
      stock under an S-8 Filing with the Securities and Exchange Commission at $0.09
      per share as payment for accrued legal services in the amount of
      $22,500.





On
      December 7, 2006, the Company issued 1,750,000 shares (pre-split) of its common
      stock under an S-8 Filing with the Securities and Exchange Commission to a
      consultant upon receipt of a written preliminary research report and proposal
      for the procurement of licensing rights for the sale of the Company’s AIDS drug
      preparation. Stock for services of $114,000 was recorded based on $0.08 per
      share.


F-17


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      E -
      COMMON STOCK (CONTINUED)





On
      February 6, 2007, the Company entered into a one year agreement with a
      consultant for the purpose of finding an executive officer for the Company.
      The
      agreement provides for the consultant to be issued 3,000,000 shares (pre-split)
      of common stock upon the Company’s receipt of a signed confirmation of intent
      with an executive to act as President and Director of the Company. In addition,
      the agreement provides that the consultant be issued an additional 2,000,000
      shares (pre-split) of common stock upon the company’s receipt of a signed letter
      of agreement with said executive. On February 7, 2007, upon receipt of a signed
      confirmation of intent with the executive, the Company authorized the issuance
      of 3,000,000 shares (pre-split) of common stock to the consultant under an
      S-8
      Filing with the Securities and Exchange Commission. Stock for services was
      recorded in the amount of $240,000 based on $0.08 per share. At July 31, 2007,
      1,000,000 shares (333,334 post-split shares) have yet to be issued, however
      they
      have been included in shares issued and outstanding at July 31,
      2007.





On
      March
      12, 2007, the Company authorized the issuance of 750,000 shares (pre-split)
      of
      common stock to three officers as payment of accrued consulting fees to those
      officers in the amount of $45,000 based on $0.06 per share.





On
      March
      20, 2007, pursuant to a letter agreement, the Company agreed to issue 1,000,000
      shares (pre-split) of common stock to a consultant to serve as head of the
      Company’s Advisory Board. The Company recorded stock for services in the amount
      of $62,000 based on $0.06 per share. At July 31, 2007, the shares have yet
      to be
      issued, however they have been included in shares issued and outstanding at
      July
      31, 2007.





On
      April
      25, 2007, the Company authorized the issuance of 1,700,000 shares (pre-split)
      of
      common stock at $0.065 per share for cash in the amount of $110,500 pursuant
      to
      a stock purchase agreement. Deposits to acquire common stock was decreased
      by
      $110,500 as a result of this issuance.





On
      May 8,
      2007, the Company authorized a one for three reverse split of its common stock.
      The reverse split was approved by NASDAQ and became effective on June 6,
      2007.





Included
      in shares of common stock issued and outstanding at July 31, 2007, are 5,455,000
      shares (1,818,334 post-split shares) authorized for issuance by the Directors
      of
      the Company which have not been issued by the Company's stock transfer
      agent.





NOTE
      F -
      OFFICE EQUIPMENT





Office
      equipment is comprised of the following at July 31,





2007
            
            2006Computer
                equipment
            
            $
            7,287
            
            $
            7,287Less:
                accumulated depreciation
            
            
            6,405
            
            
            4,484Office
                equipment, net
            
            $
            882
            
            $
            2,803





Depreciation
      expense for the years ended July 31, 2007 and 2006 and for the period October
      10, 2002 (Inception) to July 31, 2007 amounted to $1,921, $2,429 and $6,405,
      respectively.


F-18


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      G -
      RELATED PARTY TRANSACTIONS





Loans
      from officers represents expenses and loans paid on behalf of the Company in
      the
      amounts of $10,439 ****** and
      $51,030 and working capital loans to the Company in the amounts of
      $25,950 ****** and
      $47,780 ****** during
      the years ended July 31, 2007 and 2006, respectively. During the years ended
      July 31, 2007 and 2006, $17,680 and $8,200, respectively, ****** were
      repaid. At April 30, 2007, $127,980 of the loans was transferred to deposits
      to
      acquire common stock on behalf of an investor. These loans at July 31, 2007
      and
      2006 ****** amounting
      to $49,385 ****** and
      $158,655, respectively, are non-interest bearing and have no stated terms of
      repayment.





Stock
      based compensation includes $62,000 and $312,750 ****** for
      1,000,000 and 1,425,000 ****** shares
      of
      common stock issued to officers of the Company and members of its Scientific
      Advisory Board for consulting services during the years ended July 31, 2007
      and
      2006, respectively.





Due
      to
      affiliated companies amounting to $4,500 ****** and
      $14,250 ****** at
      July
      31, 2007 and 2006, respectively, represents amounts due for rent for the
      Company's New York office. See Note J. The amounts are non-interest bearing
      and
      have no stated terms of repayment.





Due
      from
      affiliated company in the amount of $3,398 at July 31, 2007 represents expenses
      paid on behalf of the affiliated company. The amount is non-interest bearing
      and
      has no stated terms of repayment.





NOTE
      H – CONVERTIBLE LOAN PAYABLE





The
      convertible loan payable in the amount of $100,000 at July 31, 2007 represents
      a
      working capital loan. The loan is payable upon demand and the Company has the
      option of making payment in cash or with shares of the Company’s common stock.
      The loan is non-interest bearing.





NOTE
      I -
      DEPOSITS TO ACQUIRE COMMON STOCK





Deposits
      to acquire common stock in the amounts of $317,451 and $130,000 at July 31,
      2007
      and 2006, respectively, consist of the following:





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




Deposits
      received in 2007 totaled $169,971 from three investors to acquire unspecified
      numbers of shares of the Company’s common stock. An additional $127,980 was
      transferred from loans from officers on behalf of one of the investors. During
      2007, $110,500 of the deposits was used to issue 1,700,000 shares of common
      stock to one investor. Agreements with these parties are pending. The deposits
      are non-interest bearing.





NOTE
      J -
      RENT





The
      Company maintains its corporate office in New York on a month to month basis
      and
      commenced accruing monthly rent of $750 to an affiliated company beginning
      January 2005. Rent expense amounted to $9,000 per year for the years ended
      July
      31, 2007 and 2006 and $23,250 for the period October 10, 2002 (Inception) to
      July 31, 2007, respectively.


F-19


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      J – RENT (CONTINUED)





The
      Company also maintains office space in Israel and pays approximately $2,451
      per
      month, including utilities. This lease expired in September 2005. Rent expense
      for the years ended July 31, 2007 and 2006, and for the period October 10,
      2002
      (Inception) to July 31, 2007 amounted to $35,608, $18,363, and $87,702,
      respectively.





NOTE
      K -
      STOCK WARRANTS





In
      July
      2006, the Company issued stock warrants as part of a Securities Purchase
      Agreement to purchase 200,000 shares (66,667 post-split shares) of common stock.
      The stock warrants have an exercise price of $1.13 per share and expire in
      July
      2011. The stock warrants were valued at $39,371.





The
      following table summarizes transactions in stock warrants (post-split) through
      July 31, 2007:





Warrants
            
            Weighted
              Average
              Exercise
              Price
            
            Warrants
              Exercisable
            
            Weighted
              Average
              Exercise
              PriceBalance,
                July 31, 2005
            
            
            515,000
            
            $
            1.89
            
            
            381,667
            
            $
            2.30Granted
            
            
            66,667
            
            
            1.13
            
            
            66,667
            
            
            1.13ExercisedCancelledBalance,
                July 31, 2006
            
            
            581,667
            
            
            1.80
            
            
            448,334
            
            
            2.13GrantedExercisedCancelledBalance,
                July 31, 2007
            
            
            581,667
            
            
            1.80
            
            
            448,334
            
            
            2.13








As
      of
      July 31, 2007, there were 581,667 (post-split) common stock warrants outstanding
      with a weighted average remaining life of 2.72 years and a weighted average
      price of $1.80.





Assumptions
      used to value stock warrants issued are as follows:





For
                the Year Ended
              July
                31,2007
            
            2006Annual
                dividend
            
            
            N/A
            
            
            N/AVolatility
            
            
            N/A
            
            
            N/ARisk
                free interest rate
            
            
            N/A
            
            
            N/AExpected
                life-years
            
            
            N/A
            
            
            N/A


F-20


AMAZON
      BIOTECH, INC.


(A
      Development Stage Company)





NOTES
      TO
      FINANCIAL STATEMENTS





July
      31,
      2007





NOTE
      L -
      COMMITMENTS AND CONTINGENCIES





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





NOTE
      M -
      RECLASSIFICATIONS





Certain
      amounts in the July 31, 2006 financial statements have been reclassified to
      conform to the presentation in the July 31, 2007 financial
      statements.




F-21