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, 2005

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

           For the transition period from ___________ to _____________

                         Commission File Number: 0-26753

                              AMAZON BIOTECH, INC.
           (Name of small business issuer as specified in its charter)

             Utah                                                87-0416131
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                         43 West 33rd Street, Suite 405
                               New York, NY 10001
    ------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

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<S>                                                                      <C>
      Registrant's telephone number, including area code:               (212) 695-3003
      Securities registered pursuant to Section 12(b) of the Act:        None
      Securities registered pursuant to Section 12(g) of the Act:        $.001 par value common stock
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      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]

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

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

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant was approximately $6,093,190 as of November
14, 2005. Shares of common stock held by each officer and director and by each
person or group who owns 10% or more of the outstanding common stock amounting
to 10,270,000 shares have been excluded in that such persons or groups may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

      As of November 14, 2005, 30,580,634 shares of our common stock were issued
and outstanding.

      Documents Incorporated by Reference:      None.

      Transitional Small Business Disclosure Format:  No.


<PAGE>

                                     PART I

Item 1.   Description of Business

Our Company

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

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

Our Business

Corporate History

      In 1994, Advanced Plant Pharmaceutical, Inc., a Delaware corporation,
developed an investigational new drug now knows as AMZ 0026. On June 5, 2003,
Amazon Biotech, Inc., a Delaware corporation, purchased the assets of Advanced
Plant Pharmaceutical, Inc., including its AMZ 0026 drug and all accompanying
rights.

      On February 20, 2004, we acquired 100% of the outstanding common stock of
Amazon Biotech, Inc., a Delaware corporation pursuant to a securities purchase
agreement and plan of reorganization. Under the plan of reorganization, we
issued 16,000,000 shares of our common stock to the stockholders of Amazon
(Delaware) in exchange for all of the outstanding shares of common stock of
Amazon (Delaware). Pursuant to the plan of reorganization, 131,250 shares of our
common stock were cancelled. Upon the completion of the reorganization, Angelo
Chinnici, M.D. and Philip Drachman, the directors of Amazon (Delaware), were
appointed as our new directors.

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

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 T-lymphocytes of the immune system, which is
consequently unable to deal with other infections, or proliferating cancer
cells. There are two variants of the disease, known as HIV-1 and HIV-2, which
share certain structural similarities, but differ greatly in certain types of
proteins that produce the effects of AIDS. HIV-1 has a shorter time between
infection and the onset of the symptoms of AIDS, and is more easily transmitted.
Transmission can occur through sexual contact, maternal transmission to infants
either in utero or through breastfeeding, or from receiving blood transfusion
from, or sharing hypodermic needles with, infected persons. A substantial
decline in CD4+ T cells leaves the body vulnerable to certain cancers. Currently
there are no known cures for AIDS. However, treatments can slow down the rate at
which the HIV/AIDS virus weakens the immune system.

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

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

      HIV/AIDS Market Size - Demographics

      Global Statistics

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

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

      According to Datamonitor (www.datamonitor.com), approximately 50% of the
40 million people living with HIV/AIDS are undiagnosed and untreated.

      United States Statistics

      The Centers for Disease Control and Prevention, or CDC, reported the
following trends in the United States as of December 2002:

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

      o     About 40,000 new HIV infections occur each year. Approximately 70
            percent among men and 30 percent among women. Of these newly
            infected people, half are younger than 25 years of age.

      o     The estimated number of new pediatric AIDS cases (individuals
            younger than 13 years) fell from 952 in 1992 to 92 in 2002

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

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


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<PAGE>

Industry Overview

      The HIV / AIDS Market

      According to the July 2004 Bangkok Conference UNAIDS, global spending on
HIV/AIDS has increased 15 fold from $300 million in 1996 to just under $5
billion in 2003. Datamonitor estimates that the overall HIV/AIDS drug market is
set to increase 13% in 2004, and year-to-year growth rate for the rest of decade
will be 7%.

      Pharmaceutical Industry Overview

      Discovering and developing new drugs is an expensive and time-consuming
process. In May 2003, the Tufts Center for the Study of Drug Development
released a study that estimates the total cost to develop a new prescription
drug has increased from approximately $231 million in 1987 to approximately $897
million in 2000. In addition, it takes between 10 and 15 years to develop a new
prescription drug and obtain approval to market it in the United States.

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

      The Drug Discovery and Development Process

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

      The Drug Discovery Process

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

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

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

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

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<PAGE>

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

      The Drug Development Process

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

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

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

      Human trials usually start on a small scale to assess safety and then
expand to larger trials to test efficacy. These trials are usually grouped into
the following three phases, with multiple trials generally conducted within each
phase:

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

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

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

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


                                       5
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Our Products

      HIV/AIDS Drug - AMZ 0026

      We own the rights to a new HIV/AIDS drug known as "AMZ 0026", a naturally
derived pharmaceutical drug compound made up on plant substances. The FDA has
given this drug an IND status and has approved it for Phase I/II clinical
studies. We believe that this is the first case of an IND being given to a plant
pharmaceutical drug specifically for HIV/AIDS, and we believe that this is a
function of the FDAs need to rapidly expedite potential drugs for this clinical
area. AMZ 0026 was developed by a group of scientists after more than 15 years
of intense research. Many users of AMZ 0026 have reported increased CD4 and HGB
counts as well as general improvements in energy levels, weight gain, and
overall well being. These results were borne out in an 18-month clinical study,
which included 30 test subjects who had depressed immune systems.

      AMZ 0026 caplets contain a carefully selected group of 11 natural plant
substances that work in harmony to help boost normal metabolic processes that
support immune system function. These 11 plants have long and storied histories
in ancient herbal medicine and folklore. Many are referred to in the Bible as
well as Ayurveda, "India's natural science of life and well-being." Incorporated
together in AMZ 0026, we believe the 11 plants offer the best of traditional
herbal wisdom and modern science.

      Most conventional HIV/AIDS drugs attack the HIV/AIDS virus by slowing down
its rate of multiplication. Many such antiviral drugs have proven unsuccessful,
and also give rise to undesirable side effects. We believe that AMZ 0026 may
work as an immune modulator drug and therefore strengthen the immune response of
HIV/AIDS infected patients and offer a far improved quality of life. To date,
AMZ 0026 is not believed to have any side effects.

      We are currently designing a protocol for our Phase I/II clinical trials
which we expect to begin in 2006.

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

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

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

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


                                       6
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      Hair Growth Product - AMZ HG 001

      In addition to our HIV/AIDS drug, we own the rights to a natural hair
growth product known as "AMZ HG001," which contains proprietary herbal
ingredients. A double blind study is planned for this product during 2006/2007.
We intend to market our hair growth product in the U.S. and abroad utilizing a
Fortune 1000 marketing company.

Intellectual Property Rights

      We intend to protect the intellectual property rights of our products by
obtaining U.S. and foreign patents. Currently, we have U.S. Patent Applications,
or patents pending, regarding a Herbal Composition and Method of Treating HIV
Infection and a composition use for Hair Growth.

      We may not be able to obtain full intellectual property right protection
and, even if we do, it is possible that the registration might not provide any
ability to prevent our competitors or others from infringing upon any
intellectual property rights that we may have. In addition, we will be required
to disclose any trade secrets and proprietary intellectual property not only to
our employees and consultants, but also to potential corporate partners,
collaborators, and contract manufacturers. In those circumstances, we use our
best efforts to obtain adequate assurance of the confidential treatment of the
disclosed information. However, any confidentiality agreements that we may enter
into with such persons may be breached, any we may not have adequate remedies
for any such breach. It is also possible that any trade secrets and proprietary
intellectual property may otherwise become known or be independently discovered
by competitors. We believe that our competitors, many of whom are more
established, and have greater financial and personnel resources than we, may be
able to replicate our products in a manner that could circumvent any protective
safeguards. Therefore, it is possible that none of our products will be or
remain proprietary.

Manufacturing

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

Competition

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

      o     efficacy

      o     safety

      o     tolerability

      o     acceptance by doctors

      o     patient compliance

      o     patent protection

      o     ease of use

      o     price

      o     insurance and other reimbursement coverage

      o     distribution o marketing

      o     adaptability to various modes of dosing.


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      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.

      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 AMZ 0026 drug acts as an immune modulator drug. Such
drugs act by strengthening the immune response of people infected. Including our
company, we believe that currently there 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 from goats. As of July 19, 2004, Virionyx is reported to have
insufficient funds to commence its Phase I/II clinical trials which were planned
with 40 patients for a 6 month duration in Thailand & Boston.

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

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

      Hollis Eden Pharmaceuticals Inc. Hollis Eden Pharmaceuticals Inc. is a
development-stage San Diego, California based public company established in
1994. Hollis Eden is engaged in the discovery, development and commercialization
of products for the treatment of diseases and disorders the body is unable to
mount an appropriate immune response, such as HIV/AIDS, tuberculosis, malaria,
chemotherapy, radiation injury protection, cystic fibrosis and MS. Hollis Eden


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lead drug for global infectious disease is HE2000 marketed as "Immunitin." In
2003, Hollis Eden released data from its Phase I/II clinical trials in South
Africa in HIV patients who had progressed to late-stage AIDS. Patients
experienced a statistically significant increase in a wide range of immune cell
types that have been associated with delaying the disease progression and a fall
in viral load. Hollis Eden is currently pursing private public partnership to
pursue Phase II/III trials.

      Chiron Corporation. Chiron Corporation is a U.S. based company involved in
biopharmaceuticals, vaccines and blood testing. Chiron's immune system modulator
is Proleukin (Aldesleukin). Chiron is applying an advanced understanding of
cancer and infectious disease to create high-value products that address major
medical needs. Chiron has maintained and broadened its focus on infectious
disease research since its groundbreaking work with hepatitis B antigens in the
early 1980s. Since introducing the cancer therapy Proleukin(R) (Aldesleukin)
interleukin-2 to the market in 1992, Chiron has been expanding its research and
development of products for cancer patients. From 2001 until present, Chiron has
been conducting Phase I/II clinical trials studying the use of Proleukin
combined in highly active antiretroviral therapy (HAART) in HIV patients with
immunosuppression.

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

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

Employees

      As of July 31, 2005, we had a total of 6 employees, none of which are
full-time employees. Of these employees, one is involved in business
development, 3 in research and development and 2 in finance. None of our
employees are represented by a labor union and we have not entered into a
collective bargaining agreement with any union. We have not experienced any work
stoppages and consider our relations with our employees to be good

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

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

 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 HG001; however, the FDA has not
approved either drug 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


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of the risks, uncertainties, expenses, delays, problems, and difficulties
typically encountered in the establishment of a new business. We expect that
unanticipated expenses, problems, and technical difficulties will occur and that
they will result in material delays in the development of our products. We may
not obtain sufficient capital or achieve a significant level of operations and,
even if we do, we may not be able to conduct such operations on a profitable
basis.

There is a limited trading market for our common stock.

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

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

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

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

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 prospectus 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.


                                       10
<PAGE>

      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.

      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.


                                       11
<PAGE>

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

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

      You should be aware that in the future:

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

      o     any available additional financing may not be adequate.

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

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

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

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:


                                       12
<PAGE>

      o     incur substantial money damages;

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

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

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

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

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

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

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

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

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

      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.


                                       13
<PAGE>

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

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

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

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

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

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

      o     Investigational New Drug status of AMZ 0026; and

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

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


                                       14
<PAGE>

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

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

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

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

      o     Delays in enrolling volunteers;

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

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

      o     Unfavorable efficacy results;

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

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

      o     Failure to raise additional funds.

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

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

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.


                                       15
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       16
<PAGE>

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

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

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

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

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

      o     Biological or medical discoveries by competitors;

      o     Public concern about the safety of our drug candidates;

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

      o     Unfavorable results from clinical trials;

      o     Unfavorable developments concerning patents or other proprietary
            rights; or

      o     Unfavorable domestic or foreign regulatory developments;

      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.


                                       17
<PAGE>

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

      Assuming that issued and outstanding warrants and options for our common
stock have not been exercised, three of our significant shareholders own
approximately 51% of our outstanding common stock as of November 1, 2005. As a
result our executive officers may be able to significantly influence the
management of the company and all matters requiring stockholder approval,
including the election of directors. Such concentration of ownership may also
have the effect of delaying or preventing a change in control of our company.

Our significant shareholders control the company.

      Three of our significant shareholders directly or beneficially own
approximately 15,705,000 shares or approximately 51% of our outstanding common
stock. Accordingly, these persons, as a group, may be able to exert significant
influence over the direction of our affairs and business, including any
determination with respect to our acquisition or disposition of assets, future
issuances of common stock or other securities, and the election of directors.
Such a concentration of ownership may also have the effect of delaying,
deferring, or preventing a change in control of the company.

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

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

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

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

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

                         Cautionary Statement Concerning
                           Forward-Looking Statements

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


                                       18
<PAGE>

Item 2.  Description of Property

      At present, we do not own any property. Our executive offices currently
consist of shared office space located at 43 West 33rd Street, Suite 405, New
York, NY 10001 and telephone number (212) 947-3362, and shared offices at Ofer
Building, 5 Nahum Hefzadi Street, Jerusalem, Israel 95484. We have a
month-to-month lease for our New York office for which we pay approximately
$1,000/month. We have an eighteen-month lease for our Israel office at a monthly
rent of $1,843. We may require a larger office space if we grow. We believe
there is an adequate supply of suitable office space for lease in both Israel
and the United States on terms acceptable to us.

Item 3.  Legal Proceedings

      None.

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

      None.


                                       19
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

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

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

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

      As of November 14, 2005, there were approximately 743 record holders of
our common stock.

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

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

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

      Securities Authorized for Issuance Under Equity Compensation Plans. The
following provides information concerning compensation plans under which our
equity securities are authorized for issuance as of July 31, 2005:

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


                                       20
<PAGE>

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

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

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

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

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

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

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

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


                                       21
<PAGE>

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

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

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

General

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

Our Corporate History

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

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

Plan of Operation

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

      We are a newly established pharmaceutical company that owns the rights to
Abavca/AMZ 0026, a potential immunomodulator drug developed for use in the
treatment of the HIV virus. We acquired the rights to the Abavca/AMZ 0026
product line from Advanced Plant Pharmaceuticals, Inc.

      AMZ 0026 was developed by a group of scientists after more than 12 years
of intense research. Many users of AMZ 0026 caplets have reported increased CD4
and HGB counts as well as general improvements in energy levels, weight gain,
and overall well being. These results were borne out in an 18-month clinical
study, which included 30 test subjects who had depressed immune systems.


                                       22
<PAGE>

      Abavca/AMZ 0026 has been given an IND status and has been approved for
Phase I/II clinical studies by the FDA. Once we receive sufficient operating
capital, we intend to initiate Phase II clinical studies of Abavca/AMZ 0026
within the next 12 months, with an eventual goal of a joint venture with another
pharmaceutical company to conduct Phase III trials.

      We also own the rights to a natural hair growth product that contains
proprietary herbal ingredients. We intend to conduct a small double blind study
on this product within the next twelve months.

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

Liquidity and Capital Resources

      We currently have limited working capital with which to satisfy our cash
requirements. As of July 31, 2005, we had a working capital deficit of $440,718.
We will require significant additional capital in order to fund the Phase I/II
clinical studies of our drug known as AMZ 0026.

      We have financed our operations primarily through private sales of equity
securities. Since the commencement of our fiscal year, we have raised
approximately $350,000 in gross proceeds from the sale of common stock and
warrants. 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 $4,000,000 in additional working
capital in order to satisfy our contemplated cash requirements for our current
proposed plans and assumptions relating to our operations for a period of
approximately 12 months. However, our expectations are based on certain
assumptions concerning the costs involved in the clinical trials. These
assumptions concern future events and circumstances that our officers believe to
be significant to our operations and upon which our working capital requirements
will depend. Some assumptions will invariably not materialize and some
unanticipated events and circumstances occurring subsequent to the date of this
annual report. We will continue to seek to fund our capital requirements over
the next 12 months from the additional sale of our securities, however, it is
possible that we will be unable to obtain sufficient additional capital through
the sale of our securities as needed.

      The amount and timing of our future capital requirements will depend upon
many factors, including the level of funding received by us anticipated private
placements of our common stock and the level of funding obtained through other
financing sources, and the timing of such funding.

            We intend to retain any future earnings to retire any existing debt,
finance the expansion of our business and any necessary capital expenditures,
and for general corporate purposes.


                                       23
<PAGE>

Item 7.  Financial Statements

                                Table of Contents

Report of Independent Registered Public Accounting Firm                      F-1
Balance Sheets                                                               F-2
Statements of Operations                                                     F-3
Statements of Cash Flows                                                     F-4
Statement of Stockholders' Deficiency                                        F-6
Notes to Financial Statements                                                F-8



                                       24
<PAGE>

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




              Report of Independent Registered Public Accounting Firm



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


We have audited the accompanying balance sheets of Amazon Biotech, Inc., (a Utah
corporation in the development stage) as of July 31, 2005 and 2004 and the
related statements of operations, stockholders' deficiency and cash flows for
the two years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
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, 2005 and 2004 and the results of its operations and its cash flows for the
two years then ended in conformity with U.S. generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the company
will continue as a going concern. As discussed in Note B of the financial
statements, the Company has incurred net losses since inception of $9,822,630
and has no significant assets. These conditions raise substantial doubt about
its ability to continue as a going concern. Management's plans regarding those
matters are more fully described in Note B to the financial statements. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                       Meyler & Company, LLC


Middletown, NJ
September 21, 2005


                                      F-1
<PAGE>

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 July 31,
                                                                        --------------------------
                                                                            2005          2004
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
                                     ASSETS
CURRENT ASSETS
    Cash                                                                $       696    $     1,096
                                                                        -----------    -----------
         Total Current Assets                                                   696          1,096

OFFICE EQUIPMENT, net of accumulated depreciation of $2,055
   and $509, respectively                                                     5,232          2,542

INTANGIBLE ASSETS - Production rights                                           300            300
                                                                        -----------    -----------

          Total Assets                                                  $     6,228    $     3,938
                                                                        ===========    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Demand note payable                                                  $    53,000    $    50,000
   Accounts payable                                                          65,852          7,257
   Accrued consulting fees-officers                                          46,750         52,199
   Accrued payroll taxes                                                     71,001
   Accrued expenses                                                          36,766          8,000
   Loan from officer                                                         68,045         41,045
   Deposit to acquire common stock                                          100,000
                                                                        -----------    -----------
         Total Current Liabilities                                          441,414        158,501

STOCKHOLDERS' DEFICIENCY
    Preferred stock, authorized 2,000,000 shares;
        $0.001 par value; no shares issued and outstanding
   Common stock, authorized 50,000,000
        Shares; $0.001 par value; issued and outstanding
       29,240,634 and 24,640,634 shares, respectively                        29,241         24,641
   Additional contributed capital                                         9,358,203      7,727,159
   Deficit accumulated during the development stage                      (9,822,630)    (7,906,363)
                                                                        -----------    -----------

    Stockholders' Deficiency                                               (435,186)      (154,563)
                                                                        -----------    -----------

          Total Liabilities and Stockholders' Deficiency                $     6,228    $     3,938
                                                                        ===========    ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-2
<PAGE>

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

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                     Cumulative
                                                                                     Inception
                                                For the Years Ended July 31,     (October 10, 2002)
                                              -------------------------------            to
                                                  2005               2004           July 31, 2005
                                              ------------       ------------       ------------
ADMINISTRATIVE EXPENSES
<S>                                           <C>                <C>                <C>
   Stock based compensation                   $    230,500       $    340,000       $    570,500
   Stock issued for services                     1,084,894          7,143,000          8,227,894
   Consulting fees                                  29,400             37,490             66,890
   Consulting fees-officers                        167,401            237,700            405,101
   Other general office expenses                   402,526            147,664            550,190
   Depreciation                                      1,546                509              2,055
                                              ------------       ------------       ------------
           Total Administrative Expenses         1,916,267          7,906,363          9,822,630
                                              ------------       ------------       ------------

NET LOSS                                      $ (1,916,267)      $ (7,906,363)      $ (9,822,630)
                                              ============       ============       ============

NET LOSS PER SHARE OF COMMON STOCK
   (basic and diluted)                        $      (0.07)      $      (0.82)      $      (0.62)
                                              ============       ============       ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                           26,316,168          9,606,191         15,944,559
                                              ============       ============       ============
</TABLE>

See accompanying notes to financial statements.


<PAGE>


                                      F-3
<PAGE>

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

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          Cumulative
                                                                                           Inception
                                                       For the Years Ended July 31,    (October 10, 2002)
                                                      -----------------------------            to
                                                          2005             2004          July 31, 2005
                                                      -----------       -----------       -----------
<S>                                                   <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                           $(1,916,267)      $(7,906,363)      $(9,822,630)
   Stock based compensation                               230,500           340,000           570,500
   Stock issued for services                            1,084,894         7,143,000         8,227,894
   Depreciation expense                                     1,546               509             2,055
   Operating expenses paid by officer                                        37,045            37,045
   Changes in assets and liabilities:
     Increase in accounts payable                          58,595             7,257            65,852
     Increase (decrease) in accrued consulting
        fees -officers                                     (5,449)           52,199            46,750
     Increase in accrued payroll taxes                     71,001                              71,001
     Increase in accrued expenses                          28,766             8,000            36,766
                                                      -----------       -----------       -----------
       Net cash used in operating activities             (446,414)         (318,353)         (764,767)

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of office equipment                            (4,236)           (3,051)           (7,287)
                                                      -----------       -----------       -----------
       Net cash used in investing activities               (4,236)           (3,051)           (7,287)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from demand note payable                       48,000            50,000            98,000
   Payments on demand note payable                        (22,000)                            (22,000)
   Proceeds from loan from officer                          5,500            10,000            15,500
   Payments on loan from officer                           (1,500)           (6,000)           (7,500)
   Proceeds from deposit to acquire stock                 100,000                             100,000
   Proceeds from issuance of common stock                 320,250           268,500           588,750
                                                      -----------       -----------       -----------

       Net cash provided by financing activities          450,250           322,500           772,750
                                                      -----------       -----------       -----------

       Net increase (decrease) in cash                       (400)            1,096               696

CASH AT BEGINNING OF PERIOD                                 1,096
                                                      -----------       -----------       -----------


CASH AT END OF PERIOD                                 $       696       $     1,096       $       696
                                                      ===========       ===========       ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-4
<PAGE>

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

                      STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                Cumulative
                                                                                                 Inception
                                                            For the Years Ended July 31,     (October 10, 2002)
                                                             --------------------------             to
                                                                 2005           2004          July 31, 2005
                                                             ----------      ----------         ----------
<S>                                                          <C>             <C>                <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

NON-CASH INVESTING AND FINANCING
   ACTIVITIES

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

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

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

   Issuance of common stock for consulting services          $               $7,483,000         $7,483,000
                                                             ==========      ==========         ==========

   Demand note payable paid by officer                       $   23,000                         $   23,000
                                                             ==========      ==========         ==========
</TABLE>

                See accompanying notes to financial statements.


                                      F-5
<PAGE>

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

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                  July 31, 2005


<TABLE>
<CAPTION>


                                                   Preferred Stock              Common Stock            Additional
                                           ---------------------------  ----------------------------   Contributed      Accumulated
                                               Shares        Amount       Shares           Amount         Capital         Deficit
                                           ------------   ------------  ------------    ------------   ------------    ------------
<S>                                        <C>            <C>                <C>        <C>            <C>             <C>
Balance at July 31, 2003                                                     449,072    $        449   $    298,493    $   (353,048)
ASYST pre-acquisition net loss                                                                                              (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
Capitalization of ASYST liabilities                                                                          77,055
Cancellation of ASYST shares                                                (131,250)           (131)           131
                                           ------------   ------------  ------------    ------------   ------------    ------------

Balance prior to merger                                                       37,634              38            262
Exchange of 16,000,000 shares of
   ASYST for Amazon Biotech, Inc.                                         16,000,000          16,000        (16,000)
Issuance of 4,290,000 shares for
   consulting services valued at $1.00
   per share                                                               4,290,000           4,290      4,285,710
Proceeds from issuance of 750,000
   shares at $.0027 per share                                                750,000             750          1,250
Proceeds from issuance of 200,000
   shares at $0.50 per share                                                 200,000             200         99,800
Proceeds from issuance of 120,000
   shares at $1.00 per share                                                 120,000             120        119,880
Proceeds from issuance of 50,000
   shares at $0.93 per share                                                  50,000              50         46,450
Issuance of 1,993,000 shares for
   consulting services valued at $1.00
   per share                                                               1,993,000           1,993      1,991,007
Issuance of 1,200,000 shares for
   consulting services valued at $1.00
   per share                                                               1,200,000           1,200      1,198,800


Net Loss for the year ended July 31, 2004
                                           ------------   ------------  ------------    ------------   ------------    ------------
Balance at July 31, 2004                                                  24,640,634    $     24,641   $  7,727,159    $
                                           ============   ============  ============    ============   ============    ============

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

Balance prior to merger                                               300
Exchange of 16,000,000 shares of
   ASYST for Amazon Biotech, Inc.
Issuance of 4,290,000 shares for
   consulting services valued at $1.00
   per share                                                    4,290,000
Proceeds from issuance of 750,000
   shares at $.0027 per share                                       2,000
Proceeds from issuance of 200,000
   shares at $0.50 per share                                      100,000
Proceeds from issuance of 120,000
   shares at $1.00 per share                                      120,000
Proceeds from issuance of 50,000
   shares at $0.93 per share                                       46,500
Issuance of 1,993,000 shares for
   consulting services valued at $1.00
   per share                                                    1,993,000
Issuance of 1,200,000 shares for
   consulting services valued at $1.00
   per share                                                    1,200,000


Net Loss for the year ended July 31, 2004      (7,906,363)     (7,906,363)
                                             ------------    ------------
Balance at July 31, 2004                     $ (7,906,363)   $   (154,563)
                                             ============    ============
</TABLE>


                 See accompanying notes to financial statements.


                                      F-6
<PAGE>

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

                STATEMENT OF STOCKHOLDERS' DEFICIENCY (CONTINUED)
                                  July 31, 2005



<TABLE>
<CAPTION>
                                                           Preferred Stock               Common Stock             Additional
                                                   ---------------------------   ----------------------------    Contributed
                                                       Shares        Amount        Shares           Amount          Capital
                                                   ------------   ------------   ------------    ------------    ------------
<S>                                                <C>            <C>              <C>           <C>             <C>
Proceeds from issuance of 100,000 shares at
   $0.50 per share                                                                    100,000    $        100    $    49,9000
Issuance of 540,000 shares for services valued
   at $0.47 per share                                                                 540,000             540         253,260
Issuance of 180,000 shares for services valued
   at $0.50 per share                                                                 180,000             180          89,820
Proceeds from issuance of 100,000 shares at
   $0.50 per share                                                                    100,000             100         49,9000
Issuance of 1,500,000 shares for services valued
   at $0.28 per share                                                               1,500,000           1,500         418,500
Issuance of 120,000 shares for services valued
   at $0.28 per share                                                                 120,000             120          33,480
Proceeds from issuance of 200,000 shares at
   $0.50 per share                                                                    200,000             200          99,800
Proceeds from issuance of 300,000 shares at
   $0.50 per share                                                                    300,000             300         149,700
Costs incurred in private placement                                                                                   (29,750)
Issuance of 125,000 common stock warrants                                                                              77,494
Issuance of 10,000 shares for services valued
   at $0.65 per share                                                                  10,000              10           6,490
Issuance of 1,550,000 shares for services valued
   at $0.28 per share                                                               1,550,000           1,550         432,450


Net Loss for the year ended July 31, 2005
                                                   ------------   ------------   ------------    ------------    ------------
Balance at July 31, 2005                                          $                29,240,634    $     29,241    $  9,358,203
                                                   ============   ============     ==========    ============    ============

<CAPTION>

                                                                 Income (Deficit)
                                                                   Accumulated
                                                                   During  the         Total
                                                    Accumulated     Development    Stockholders'
                                                      Deficit         Stage         Deficiency
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>             <C>
Proceeds from issuance of 100,000 shares at
   $0.50 per share                                                                 $     50,000
Issuance of 540,000 shares for services valued
   at $0.47 per share                                                                   253,800
Issuance of 180,000 shares for services valued
   at $0.50 per share                                                                    90,000
Proceeds from issuance of 100,000 shares at
   $0.50 per share                                                                       50,000
Issuance of 1,500,000 shares for services valued
   at $0.28 per share                                                                   420,000
Issuance of 120,000 shares for services valued
   at $0.28 per share                                                                    33,600
Proceeds from issuance of 200,000 shares at
   $0.50 per share                                                                      100,000
Proceeds from issuance of 300,000 shares at
   $0.50 per share                                                                      150,000
Costs incurred in private placement                                                     (29,750)
Issuance of 125,000 common stock warrants                                                77,494
Issuance of 10,000 shares for services valued
   at $0.65 per share                                                                     6,500
Issuance of 1,550,000 shares for services valued
   at $0.28 per share                                                                   434,000


Net Loss for the year ended July 31, 2005                            (1,916,267)     (1,916,267)
                                                   ------------    ------------    ------------
Balance at July 31, 2005                           $               $ (9,822,630)   $   (435,186)
                                                   ============    ============    ============
</TABLE>


                See accompanying notes to financial statements.


                                      F-7
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2005

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

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

Reverse Merger

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

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly-liquid investments with a maturity of three
months or less when purchased to be cash equivalents. The Company had no cash
equivalents at July 31, 2005 or 2004.


                                      F-8
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2005

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

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

At July 31, 2005, the Company has net operating loss carryforwards for tax
purposes of approximately $5,306,000 which expire in 2024. Since the Company has
generated operating losses since inception, a deferred tax asset of
approximately $1,857,000 has been offset by a valuation allowance of $1,857,000.

Net Loss Per Common Share

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

Business Combinations and Intangible Assets

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

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


                                      F-9
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2005

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Business Combinations and Intangible Assets (Continued)

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

Office Equipment and Depreciation

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

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation" prescribes accounting
and reporting standards for all stock-based compensation plans, including
employee stock options, restricted stock, employee stock purchase plans and
stock appreciation rights. SFAS No. 123 requires employee compensation expense
to be recorded (1) using the fair value method or (2) using the intrinsic value
method as prescribed by accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB25") and related interpretations with pro


                                      F-10
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2005

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation (Continued)

forma disclosure of what net income and earnings per share would have been if
the Company adopted the fair value method. The Company accounts for employee
stock based compensation in accordance with the provisions of APB 25. For
non-employee options and warrants, the company uses the fair value method as
prescribed in SFAS 123. The FASB has issued SFAS No. 123(R) effective for
periods beginning after June 15, 2005. SFAS No. 123(R) states that share-based
payment liabilities incurred to employees must be measured at fair value and
must be recorded as expense.

NOTE B - GOING CONCERN

As shown in the accompanying financial statements, the Company has had no sales
revenues, has incurred net losses since inception of $9,822,630 and has no
significant assets at July 31, 2005. The Company is seeking to raise capital
through private placements. However, there is no assurance that the Company will
be successful in its efforts to raise additional working capital.

These matters raise substantial doubt about the Company's ability to continue as
a going concern. However, the accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. These
financial statements do not include any adjustments relating to the recovery of
the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern.

NOTE C - COMMON STOCK

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

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

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


                                      F-11
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2005

NOTE C - COMMON STOCK (CONTINUED)

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

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

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

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

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

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

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

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

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


                                      F-12
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2005


NOTE C - COMMON STOCK (CONTINUED)

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

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

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

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

NOTE D - OFFICE EQUIPMENT

Office equipment is comprised of the following at July 31,

                                              2005       2004
                                            -------    -------
            Computer equipment              $ 7,287    $ 3,051
            Less accumulated depreciation    (2,055)      (509)
                                            -------    -------

            Office equipment, net           $ 5,232    $ 2,542
                                            =======    =======

Depreciation expense for the years ended July 31, 2005 and 2004 and cumulative
inception (October 10, 2002) to July 31, 2005 amounted to $1,546, $509 and
$2,055, respectively.

NOTE E - RELATED PARTY TRANSACTIONS

Loan from officer represents expenses paid on behalf of the company in the
amounts of $37,045 and $0, and working capital loans to the Company in the
amounts of $27,000 and $10,000 during the years ended July 31, 2005 and 2004,
respectively. During the year ended July 31, 2004, $6,000 was repaid. These
loans at July 31, 2005 and 2004 amounting to $68,045 and $41,045, respectively,
are non-interest bearing and have no stated terms of repayment.


                                      F-13
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2005


NOTE E - RELATED PARTY TRANSACTIONS (CONTINUED)

Stock based compensation includes $811,400 and $640,000 for 2,390,000 and
640,000 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, 2005 and 2004, respectively.

Consulting fees-officers includes $49,500 recorded as an expense in the year
ended July 31, 2004 for services performed during the period February through
July of 2003.

NOTE F - DEPOSIT TO ACQUIRE STOCK

Deposit to acquire stock of $100,000 at July 31, 2005, represents cash received
pursuant to a Securities Purchase Agreement for 200,000 units of the Company's
common stock. Each unit, costing $.50, consists of one share of common stock and
a warrant to purchase one additional share of common stock at an exercise price
of $1.13 per share. To date, the purchaser has not returned the signed agreement
to acquire the stock. The deposit is non-interest bearing.

NOTE G - RENT

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

The Company also maintains office space in Israel and pays approximately $1,843
per month, including utilities. This lease expired in September 2005. Rent
expense for the years ended July 31, 2005 and 2004, and cumulative inception
(October 10, 2002) to July 31, 2005 amounted to $25,113, $22,113 and $47,226,
respectively.

NOTE H - STOCK WARRANTS

During the year ended July 31, 2004, the Company issued stock warrants to
purchase 270,000 shares of common stock in connection with the private placement
of the Company's common stock. The stock warrants have an exercise price of
$6.00 per share and expire five years from the date of issuance. No compensation
expense has been recorded in connection with these stock warrants.


                                      F-14
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2005


NOTE H - STOCK WARRANTS (CONTINUED)

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

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

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

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

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

                                     For the Year Ended
                                           July 31,
                                -----------------------------
                                       2005      2004
                                       ----      ----

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


                                      F-15
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2005


NOTE H - STOCK WARRANTS (CONTINUED)

The following table summarizes transactions in stock warrants through July 31,
2005:



                                            Weighted




 Weighted
                                              Average                   Average
                                             Exercise     Warrants      Exercise
                               Warrants        Price    Exercisable      Price
                               ---------     ---------   ---------     ---------
Granted                          270,000         $6.00     270,000       $6.00
Exercised
Cancelled
                               ---------                 ---------
Balance at July 31, 2004         270,000         6.00      270,000       6.00
Granted                        1,275,000         1.02      875,000       1.16
Exercised
Cancelled
                                -------                   -------
Balance at July 31, 2005       1,545,000         1.89    1,145,000       2.30
                               =========                 =========

As of July 31, 2005, there were 1,545,000 common stock warrants outstanding with
a weighted average remaining life of 4.33 years and a weighted average price of
$1.89.

NOTE I - COMMITMENTS AND CONTINGENCIES

The Company has long-term employment and consulting agreements with three
officers of the Company. The agreements call for annual compensation between
$31,200 and $99,000 and expire in March 2006. 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 year ending July 31, 2006 amount to $79,075.

NOTE J - SUBSEQUENT EVENT

On August 18, 2005, the Company issued 750,000 shares of common stock to a
consultant for services rendered at $0.17 per share or $127,500.

NOTE K - RECLASSIFICATIONS

Certain amounts in the July 31, 2004 financial statements have been reclassified
to conform to the presentation in the July 31, 2005 financial statements.


                                      F-16
<PAGE>

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

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

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

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

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

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

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

      We have provided Mantyla McReynolds, LLC with a copy of this disclosure
prior to its filing with the Commission. As of the date of this report, Mantyla
McReynolds, LLC has not provided any response to this disclosure.

Item 8A. Controls and Procedures.

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


                                       26
<PAGE>

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

Executive Officer and Directors

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

Name                         Age          Position
--------------------------------------------------------------------------------
Angelo Chinnici, MD (1)       51          Director, Chief Executive Officer

Mechael Kanovsky              42          Director, President

Simcha Edell                  50          Chief Financial Officer, Director

Chaim Justman                 26          Chief Technology Officer
--------------------------------------------------------------------------------

(1)   Dr. Chinnici resigned as our Chief Executive Officer and Director on
      September 12, 2005

      Angelo Chinnici, M.D. was our Chief Executive Officer and one of our
directors until his resignation on September 12, 2005. Dr. Chinnici qualified in
Internal Medicine at the University of Genoa - School of Medicine and Surgery
(in the days before one could specialist in AIDS). He has been in clinical
practice for over 20 years, and been affiliated with Meridian Healthcare and the
University of Medicine and Dentistry of New Jersey for over 15 years. His
affiliation with the Meridian Healthcare has given him the opportunity to be
involved with a vast number of HIV infected patients and be involved with the
day to day management of opportunistic infections and viral-load evaluations.

      Mechael Kanovsky, Ph.D. 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.

      Chaim Justman has served as our Chief Technology Officer and our Corporate
Secretary since March 2004. Mr. Justman has worked for the last five years as a
project manager and software consultant for several technology start-up
companies including Justco Software and Virtual Cities. He holds a Bachelor of
Science Degree in Management Information Systems from Touro College (New York).

Audit Committee

      We do not have an audit committee at this time.

Scientific Advisory Board

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


                                       27
<PAGE>

      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 33rd
Street, Suite 405, New York, NY 10001.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, executive officers, and stockholders holding more than 10% of our
outstanding common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in beneficial ownership of
our common stock. Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review of the
copies of such reports furnished to us for the period ended July 31, 2005, 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.


                                       28
<PAGE>

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, 2005 and 2004.

<TABLE>
<CAPTION>
                                          Annual Compensation                          Long-Term Compensation
                                                                                                   Common Shares
                                                                                                     Underlying         All
                                                                                    Restricted        Options          Other
                                                                   Other Annual        Stock          Granted         Compen
    Name and Position       Year        Salary          Bonus      Compensation     Awards ($)       (# Shares)       -sation

<S>                           <C>             <C>            <C>   <C>                     <C>          <C>                 <C>
Angelo Chinnici, MD           2005            -0-            -0-    $178,900(1)
Chief Executive Officer       2004            -0-            -0-   $354,400 (2)            -0-          ------              -0-
and Director

Mechael Kanovsky              2005            -0-            -0-     $67,500(3)
President and Director        2004            -0-            -0-            -0-            -0-          ------              -0-
As of October 2004

Philip Drachman               2005            -0-            -0-            -0-
Former President              2004            -0-            -0-   $204,000 (4)            -0-          ------              -0-
and Director -
Employment Ended
October 2004

Chaim Justman                 2005            -0-            -0-     $41,000(5)
Chief Technology Officer      2004            -0-            -0-   $146,800 (6)            -0-          ------              -0-
and
Corporate Secretary

Bob Hall                      2005            -0-            -0-            -0-
Former President and,         2004            -0-            -0-            -0-            -0-          ------              -0-
Director
Resigned February 2004
</TABLE>

(1)   Includes $14,400 paid for services rendered as a consultant and $164,500
      pursuant to grants of common stock valued at $0.47 per share

(2)   Includes $14,400 paid for services rendered as a consultant and $340,000
      pursuant to grants of common stock valued at $1.00 per share.

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

(4)   Includes $104,000 paid for services rendered as a consultant and $100,000
      pursuant to grants of common stock valued at $1.00 per share.

(5)   Includes $41,000 paid for services rendered as a consultant.

(6)   Includes $46,800 paid for services rendered as a consultant and $100,000
      pursuant to grants of common stock valued at $1.00 per share.


Option Grants and Exercises

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


                                       29
<PAGE>

Employment Agreements

      As of the year ended July 31, 2005, we had an employment contract with our
Chief Executive Officer, Mr. Angelo Chinnici, MD. Mr. Chinnici's employment
agreement is for a term of one year beginning on January 5, 2004 and initially
compensates Mr. Chinnici in the amount of $1,200 per month. We have entered into
employment and/or consultant agreements with our President, Dr. Mechael
Kanovsky, our Chief Technology Officer, Mr. Chaim Justman and our director of
new business development, Mr. C.J. Lieberman and our Chief Financial Officer,
Mr. Simcha Edell. Pursuant to their agreements, each executive officer will be
required to devote at least 50% of their business time to our affairs, subject
to certain exceptions.

 Compensation of Directors

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

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

      The following table sets forth certain information regarding the
beneficial ownership of our common stock as of November 14, 2005 by the
following persons:

      o     each person who is known to be the beneficial owner of more than
            five percent (5%) of our issued and outstanding shares of common
            stock;

      o     each of our directors and executive officers; and

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

The following table assumes that there are 30,580,634 common shares issued and
outstanding immediately before this offering. Except as set forth in the
footnotes to the table, the persons names in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to community property laws where applicable.
A person is considered the beneficial owner of any securities as of a given date
that can be acquired within 60 days of such date through the exercise of any
option, warrant or right. Shares of common stock subject to options, warrants or
rights which are currently exercisable or exercisable within 60 days are
considered outstanding for computing the ownership percentage of the person
holding such options, warrants or rights, but are not considered outstanding for
computing the ownership percentage of any other person.

<TABLE>
<CAPTION>
                                                 Number Of Shares
           Name And Address (1)                 Beneficially Owned         Percentage Owned
           --------------------                 ------------------         ----------------
<S>                                                     <C>                   <C>
Esriel Silberer                                         10,000,000            32.70%
Advanced Plant Pharmaceutical, Inc.                      3,000,000
                                                                               9.81
C.J. Lieberman                                           2,705,000
                                                                               8.84
Emes Capital Partners LLC. (2)                           1,800,000
    400 Rella Blvd. Suite 174                                                  5.68
    Montebello, NY 10901
Mechael Kanovsky                                           170,000                *
Chaim Justman                                              100,000                *
Simcha Edell                                                     0                *
All  directors  and officers as a group                    270,000                *
(3 persons)
</TABLE>

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


                                       30
<PAGE>

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

      (2) Include warrants to purchase 1,100,000 shares of common stock.

Item 12. Certain Relationships and Related Transactions.

      Acquisition of Amazon Biotech, Inc., a Delaware corporation. On February
20, 2004, we acquired 100% of the outstanding common stock of Amazon Biotech,
Inc., a Delaware corporation pursuant to a securities purchase agreement and
plan of reorganization. Under the plan of reorganization, we issued 16,000,000
shares of our common stock to the stockholders of Amazon (Delaware) in exchange
for all of the outstanding shares of common stock of Amazon (Delaware). Pursuant
to the plan of reorganization, 131,250 shares of our common stock were
cancelled. Upon the completion of the reorganization, Angelo Chinnici, M.D. and
Philip Drachman, the directors of Amazon (Delaware), were appointed as our new
directors.

      Since 2004, CJ Lieberman has loaned us $74,045 for certain expenses and
working capital, of which $68,045 is outstanding at July 31, 2005.

Item 13. Exhibits.

Exhibit No.       Description
-----------       -----------
2.1               Securities Purchase Agreement and Plan of Reorganization by
                  and among Asyst Corporation, Amazon Biotech, Inc., Silvestre
                  Hutchinson, and the stockholders of Amazon Biotech, Inc.,
                  dated as of February 20, 2004. (Filed as Exhibit 2.1 to our
                  Amended Current Report on Form 8-K filed on May 11, 2004 and
                  incorporated herein by reference).

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

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

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

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

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

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

10.1              Employment Agreement dated January 5, 2004 between Amazon
                  Biotech, Inc. and Dr. Angelo A. Chinnici, M.D. (Attached as
                  Exhibit 10.1 to our Annual Report on Form 10-KSB filed on
                  November 15, 2004 and incorporated by reference herein).

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).


                                       31
<PAGE>

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

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

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

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

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


                                       32
<PAGE>

Item 14.  Principal Accountant Fees and Services.

Appointment of Auditors

      Our Board of Directors selected Meyler & Company, LLC, independent
accountants, as our auditors for the year ended July 31, 2005.

Audit Fees

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

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

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

Audit-Related Fees

      Meyler & Company, LLC billed us $7,500 for assurance and related services
that are not reported under Audit Fees above. We did not pay any fees to Meyler
& Company, LLC for assurance and related services that are not reported under
Audit Fees above in 2004.

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

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

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 year ending July 31, 2004.

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

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

Pre-Approval Policies and Procedures

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

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

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

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


                                       33
<PAGE>

                                   SIGNATURES


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

                                          AMAZON BIOTECH, INC.


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


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



Signatures                       Title                        Date
--------------------------------------------------------------------------------



/s/Mechael Kanovsky, Ph.D.       President, Director          November 14, 2005
--------------------------
Mechael Kanovsky, Ph.D.


/s/Simcha Edell                  Chief Financial Officer,     November 14, 2005
--------------------------       Director
Simcha Edell


                                       34