================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                   FORM 10-QSB

(Mark One)

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

      For the quarterly period ended APRIL 30, 2006


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

           For the transition period from_____________to_____________

                         Commission File No.: 000-26753

                              AMAZON BIOTECH, INC.
             (Exact name of registrant as specified in its charter)

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

                         43 WEST 33RD STREET, SUITE 405
                               NEW YORK, NY 10001
                    (Address of principal executive offices)

                    Issuer's telephone number: (212) 947-3362

              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
                                      ---   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 29, 2006, 37,590,634 shares of our common stock were outstanding.

Transitional Small Business Disclosure Format: Yes    No X
                                                  ---   ---

================================================================================

                                       1

<PAGE>

ITEM 1 - CONDENSED FINANCIAL STATEMENTS

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      April 30,       July 31,
                                                                        2006            2005
                                                                     ------------    ------------
                                                                     (Unaudited)
<S>                                                                  <C>             <C>
                                 ASSETS
CURRENT ASSETS
    Cash                                                             $     28,297    $        696
   Prepaid consulting fees                                                497,687
                                                                     ------------    ------------
               Total Current Assets                                       525,984             696

OFFICE EQUIPMENT, net of accumulated depreciation of $3,877
    and $2,055 at April 30, 2006 and July 31, 2005, respectively            3,410           5,232
INTANGIBLE ASSETS - Production rights                                         300             300
                                                                     ------------    ------------
    Total Assets                                                     $    529,694    $      6,228
                                                                     ============    ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
    Demand note payable                                              $      3,000    $     53,000
    Accounts payable                                                       67,123          65,852
   Accrued consulting fees - officers                                     174,800          46,750
    Accrued payroll taxes                                                  73,431          71,001
    Accrued expenses                                                       38,621          31,516
    Loans from officer                                                    152,155          68,045
   Loans payable                                                           23,400
   Due to affiliated companies                                             12,000           5,250
   Deposit to acquire common stock                                        150,000         100,000
                                                                     ------------    ------------
              Total Current Liabilities                                   694,530         441,414

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; 35,914,634 and 29,240,634
     shares issued and outstanding at April 30, 2006 and
        July 31, 2005, respectively                                        35,915          29,241
   Additional contributed capital                                      10,978,431       9,358,203
   Deficit accumulated during the development stage                   (11,179,182)     (9,822,630)
                                                                     ------------    ------------
   Stockholders' Deficiency                                              (164,836)       (435,186)
                                                                     ------------    ------------
   Total Liabilities and Stockholders' Deficiency                    $    529,694    $      6,228
                                                                     ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                      F-1

<PAGE>

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

                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                      Cumulative
                                                                                                       Inception
                                      For the Three Months Ended      For the Nine Months Ended    (October 10, 2002)
                                               April 30,                      April 30,                     to
                                         2006            2005            2006           2005          April 30, 2006
                                     ------------    ------------    ------------    ------------     --------------
<S>                                  <C>             <C>             <C>             <C>             <C>
ADMINISTRATIVE EXPENSES
   Stock based compensation          $     25,500    $     28,000    $     48,750    $    202,500    $    619,250
   Stock issued for services              345,500         425,600         962,300         594,900       9,190,194
   Amortization of consulting fees         59,063                          79,063                          79,063
   Consulting fees                                         13,600           6,000          41,552          72,890
   Consulting fees-officers                28,050          47,150         150,650         121,751         555,751
   Other general office expenses           35,198          95,726         107,746         218,623         657,936
   Depreciation                               608             433           1,822             941           3,877
                                     ------------    ------------    ------------    ------------    ------------

   Total Administrative Expenses          493,919         610,509       1,356,331       1,180,267      11,178,961
                                     ------------    ------------    ------------    ------------    ------------
OPERATING LOSS                           (493,919)       (610,509)     (1,356,331)     (1,180,267)    (11,178,961)

OTHER EXPENSE
   Interest                                  (221)                           (221)                           (221)
                                     ------------    ------------    ------------    ------------    ------------
NET LOSS                             $   (494,140)   $   (610,509)   $ (1,356,552)   $ (1,180,267)   $(11,179,182)
                                     ============    ============    ============    ============    ============
NET LOSS PER SHARE OF COMMON
  STOCK (Basic and diluted)          $      (0.02)   $      (0.02)   $      (0.04)   $      (0.05)   $      (0.56)
                                     ============    ============    ============    ============    ============
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING           33,504,634      27,478,856      31,946,044      25,843,418      19,937,617
                                     ============    ============    ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                      F-2

<PAGE>

                              AMAZON BIOTECH, INC.
                        (A Development Stage Enterprise)
                          (Formerly ASYST Corporation)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Cumulative
                                                    For the Nine Months Ended        Inception
                                                            April 30,             (October 10, 2002)
                                                   ----------------------------          to
                                                        2006            2005        April 30, 2006
                                                   ------------    ------------     ---------------
<S>                                                <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                        $ (1,356,552)   $ (1,180,267)   $(11,179,182)
   Adjustments to reconcile net loss to cash
     flows used in operating activities:
       Stock based compensation                          48,750         202,500         619,250
       Stock issued for services                        962,300         594,900       9,190,194
       Depreciation expense                               1,822             941           3,877
       Amortization of consulting fees                   79,063                          79,063
   Operating expenses paid by officer                                                    37,045
Changes in assets and liabilities:

     Increase in accounts payable                        40,373          21,019         106,225
     Increase in accrued consulting
        fees - officers                                 151,450         (32,249)        198,200
     Increase in accrued payroll taxes                    2,430                          73,431
     Increase in accrued expenses                         7,105           5,615          37,121
     Increase in due to affiliated companies              6,750           6,750          13,500
                                                   ------------    ------------    ------------
       Net cash used in operating activities            (56,509)       (380,791)       (821,276)

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of office equipment                                          (3,200)         (7,287)
                                                   ------------    ------------    ------------
       Net cash used in investing activities                             (3,200)         (7,287)

CASH FLOWS FROM FINANCING ACTIVITIES


   Proceeds from demand note payable                                     43,000          98,000
   Payments on demand note payable                                      (22,000)        (22,000)
   Proceeds from loan from officer                       37,410           1,500          52,910
   Payments on loan from officer                         (3,300)         (1,500)        (10,800)
   Proceeds from deposit to acquire stock                50,000                         150,000
   Proceeds from issuance of common stock                               415,250         588,750
                                                   ------------    ------------    ------------
       Net cash provided by financing activities         84,110         436,250         856,860
                                                   ------------    ------------    ------------
       Net increase in cash                              27,601          52,259          28,297
CASH AT BEGINNING OF PERIOD                                 696           1,096
                                                   ------------    ------------    ------------
CASH AT END OF PERIOD                              $     28,297    $     53,355    $     28,297
                                                   ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                      F-3

<PAGE>

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

                STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                                                      Cumulative
                                                      For the Nine Months Ended       Inception
                                                               April 30,           (October 10, 2002)
                                                        -----------------------           to
                                                           2006          2005       April 30, 2006
                                                        ----------   ----------     --------------
<S>                                                     <C>          <C>             <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION
   Interest Paid                                        $      221   $               $      221
                                                        ==========   ==========      ==========

        NON-CASH INVESTING AND FINANCING
   ACTIVITIES

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

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

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

   Issuance of common stock for stock based
     compensation                                       $   48,750   $               $  619,250
                                                        ==========   ==========      ==========

   Issuance of common stock for services                $  962,300   $  343,800      $9,190,194
                                                        ==========   ==========      ==========

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

   Issuance of common stock for payment of
          accounts payable                              $   39,102   $               $   39,102
                                                        ==========   ==========      ==========

   Issuance of common stock for prepaid consulting
     fees                                               $  576,750   $               $  576,750
                                                        ==========   ==========      ==========

   Pay-off of accrued consulting fees - officers with
       loan payable                                     $   23,400   $               $   23,400
                                                        ==========   ==========      ==========
</TABLE>

                 See accompanying notes to financial statements.

                                      F-4

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2006

NOTE A - BASIS OF PRESENTATION

           The accompanying condensed financial statements have been prepared in
           accordance with generally accepted accounting principles for interim
           financial information. Accordingly, they do not include all of the
           information and footnotes required by generally accepted accounting
           principles for complete financial statements. In the opinion of
           management, all adjustments (consisting of normal recurring accruals)
           considered necessary in order to make the financial statements not
           misleading have been included. Results for the three and nine month
           periods ended April 30, 2006 are not necessarily indicative of the
           results that may be expected for the year ending July 31, 2006. For
           further information, refer to the financial statements and footnotes
           thereto included in the Amazon Biotech, Inc. (formerly ASYST
           Corporation) annual report on Form 10-KSB for the year ended July 31,
           2005.

NOTE B - RELATED PARTY TRANSACTIONS

            Loans from officer increased by $84,110 during the nine months ended
            April 30, 2006, as an officer made loans to the company for working
            capital amounting to $37,410 and repaid $50,000 of the demand note
            payable on behalf of the Company and the Company repaid $3,300 to
            the officer.

NOTE C - ISSUANCE OF COMMON STOCK

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

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

            On September 13, 2005, the Company authorized the issuance of
            1,250,000 shares of common stock to a consultant for services
            rendered. Stock for services of $212,500 was recorded based on $0.17
            per share. At April 30, 2006, 850,000 shares of common stock have
            yet to be issued however they have been included in shares issued
            and outstanding at April 30, 2006.

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

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

            On November 9, 2005, the Company authorized the issuance of 75,000
            shares of common stock to an officer of the Company pursuant to an
            employment agreement. Stock based compensation of $23,250 was
            recorded based on $0.31 per share. At April 30, 2006, the shares
            have yet to be issued however they have been included in shares
            issued and outstanding at April 30, 2006.

                                      F-5

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2006

NOTE C - ISSUANCE OF COMMON STOCK (CONTINUED)

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

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

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

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

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

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

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

            On April 11, 2006, the Company authorized the issuance of 75,000
            shares of common stock to consultants for services rendered. Stock
            for services of $21,750 was recorded based on $0.29 per share. At
            April 30, 2006, the shares have yet to be issued however, they have
            been included in shares issued and outstanding at April 30, 2006.

NOTE D - GOING CONCERN

            As shown in the accompanying financial statements, the Company has
            incurred cumulative net operating losses of $11,179,182 since
            inception, has negative working capital, stockholders' deficiency,
            and is considered a company in the development stage. Management's
            plans include the raising of capital through the equity markets to
            fund future operations. Failure to raise adequate capital could
            result in the Company having to curtail or cease operations.
            Additionally, even if the Company does raise sufficient capital to
            support its operating expenses, there can be no assurance that the
            revenue will be sufficient to enable it to develop business to a
            level where it will generate profits and cash flows from operations.
            These matters raise substantial doubt about the Company's ability to
            continue as a going concern.

                                      F-6

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2006

NOTE D - GOING CONCERN (CONTINUED)

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

NOTE E - JOINT VENTURE AGREEMENT

            On November 17, 2005, the Company entered into a Letter of Intent to
            enter into a possible joint venture with Punzi Medical Center
            ("PMC") in connection with Amazon Biotech, Inc.'s ("Amazon") efforts
            to obtain from the United States Food and Drug Administration
            ("FDA") approval of AMZ0026 currently under development by Amazon.
            Subject to the terms and conditions of the agreement, PMC shall (a)
            fund all costs and expenses incurred in connection with the clinical
            trials, (b) make its facilities available for the conduct of the
            clinical trials, and (c) provide consulting services to Amazon with
            respect to the conduct of the clinical trials and their approval by
            the FDA. In consideration for the obligations of PMC, Amazon shall
            pay to PMC royalties equal to an agreed upon percentage of the net
            revenues generated by any sales of AMZ0026 during an agreed upon
            time period following the FDA's final approval.

NOTE F - SUBSEQUENT EVENTS

            ISSUANCES OF COMMON STOCK

            On May 8, 2006, the Company authorized the issuance of 100,000
            shares of common stock under an S-8 filing with the Securities and
            Exchange Commission as a payment for accounts payable.

            On May 11, 2006, the Company authorized the issuance of 1,200,000
            shares of common stock to an officer of the company for services
            rendered. Stock based compensation in the amount of $264,000 will be
            recorded at $0.22 per share.

            On June 20, 2006, the Company issued 2,500,000 shares of common
            stock under an S-8 Filing with the Securities and Exchange
            Commission to a consultant for services rendered. Stock for services
            in the amount of $500,000 will be recorded at $0.20 per share.

            OTHER

            On May 15, 2006, the Company entered into a Representative
            Authorization Agreement with Resources International, Inc. ("RI") as
            the Company's non-exclusive authorized representative to oversee
            clinical studies in India for a term of one year.

            On June 4, 2006, the Company entered onto a Distribution Agent
            Agreement with Union Bless Herbal Products ("Union Bless") as the
            Company's general sales agent in the Philippines for the sale of
            AMZ0026, which is under development by the Company. Union Bless is
            to receive 2,000,000 shares of common stock upon the execution of
            the agreement, 2,000,000 shares of common stock upon receiving
            approval to perform clinical trials, and 2,000,000 shares of common
            stock upon receipt of approval to begin sales. Union Bless will also
            receive a twenty-five percent (25%) commission on sales of AMZ0026
            within the agents territory and a five percent (5%) commission on
            sales outside of its territory.

                                      F-7

<PAGE>

ITEM 2 -MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

      The following discussion and analysis should be read in conjunction with
our unaudited condensed financial statements and related notes included in this
report. This report contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. The statements contained
in this report that are not historic in nature, particularly those that utilize
terminology such as "may," "will," "should," "expects," "anticipates,"
"estimates," "believes," or "plans" or comparable terminology are
forward-looking statements based on current expectations and assumptions.

      Various risks and uncertainties could cause actual results to differ
materially from those expressed in forward-looking statements. All
forward-looking statements in this document are based on information currently
available to us as of the date of this report, and we assume no obligation to
update any forward-looking statements. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements.

GENERAL

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

OUR CORPORATE HISTORY

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

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

PLAN OF OPERATION

         Once we receive sufficient operating capital, our plan is to begin
Phase I and Phase II clinical trials of our AMZ 0026 drug.

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

         AMZ 0026 works as an Immune Modulator. Most conventional HIV/AIDS drugs
attack the HIV virus by slowing down its rate of multiplication. Immune
modulators, on the other hand, do not directly attack the virus: rather, they
act in various ways to boost the patient's immune system.

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


                                       2

<PAGE>

         To help substantiate this immune modulator claim, AMZ0026 has been
granted an IND (investigational new drug) status and is approved for Phase I/II
clinical studies by the FDA, which will be initiated shortly after we receive
sufficient operating capital at a leading HIV/AIDS luminary center on the US
east coast. This is the first case of an IND being given to plant pharmaceutical
drug specifically for HIV/AIDS, probably a function of the FDA's interest to
rapidly expedite potential drugs for this clinical area, and is a testimonial to
the drug's apparent safety.

         The company has the eventual goal of a joint venture with another
pharmaceutical company to conduct Phase III trials.

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

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

LIQUIDITY AND CAPITAL RESOURCES

      We currently have limited working capital with which to satisfy our cash
requirements. As of April 30, 2006, we have a working capital deficit of
$168,546. We will require significant additional capital in order to fund the
Phase I/II clinical studies of our drug known as AMZ 0026.

      We have financed our operations primarily through private sales of equity
securities. We raised approximately $350,000 in gross proceeds from the sale of
common stock and warrants in our fiscal year ending July 31, 2005. In addition,
we raised approximately $268,500 in gross proceeds from the sale of common stock
and warrants in our fiscal year ending July 31, 2004.

      We anticipate that we will need at least $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.

ITEM 3 - CONTROLS AND PROCEDURES

      Our disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Our Chief Executive Officer and the Chief Financial Officer
have reviewed the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
within the last ninety days and have concluded that the disclosure controls and
procedures are effective to ensure that material information relating to Amazon
Biotech and its consolidated subsidiaries is recorded, processed, summarized,
and reported in a timely manner. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the last day they were evaluated by our Chief Executive
Officer and Chief Financial Officer.

                                       3

<PAGE>

PART II:  OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         None.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES

      On February 10, 2006 we issued 10,000 shares of common stock to a
consultant as compensatory stock grant. Our board valued the common stock at
$0.65 per share (in May 2005 at the time of entry into the contract) for a total
value of $6,500. The issuance was exempt under Section 4(2) of the Securities
Act of 1933, as amended (the "Act").

      On February 10, 2006, we issued 50,000 shares of common stock to a
consultant as compensatory stock grant. Our board valued the stock at $0.19 per
share for a total value of $9,500. The issuance was exempt under Section 4(2) of
the Act.

      On April 11, 2006, we authorized the issuance of 75,000 shares of common
stock to consultants as compensatory stock grants. Our board valued the common
stock at $0.29 per share, for a total value of $21,750. These shares have not
yet been issued. We will rely on the exemption provided under Section 4(2) of
the Act for this issuance.

      On April 20, 2006, we entered into a securities purchase agreement with a
single accredited investor pursuant to which we agreed to issue 1,250,000 shares
of our common stock for an aggregate purchase price of $250,000. Upon
satisfaction of certain closing conditions, we will issue the shares to
purchaser. We will rely on the exemption provided under Section 4(2) of the Act
for this issuance.

ITEM 3 - DEFAULT UPON SENIOR SECURITIES

         None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5 - OTHER INFORMATION

      On May 30, 2006, we entered into a securities purchase agreement with a
single accredited investor pursuant to which we agreed to issue 2,333,333 shares
of our common stock for an aggregate purchase price of $350,000. Upon
satisfaction of certain closing conditions, we will issue the shares to
purchaser. We will rely on the exemption provided under Section 4(2) of the Act
for this issuance.

ITEM 6 - EXHIBITS

<TABLE>
<CAPTION>
Item No.   DESCRIPTION                                            METHOD OF FILING
--------   -----------                                            ----------------
<S>        <C>                                                    <C>
10.1       Securities Purchase Agreement dated as of April 20,    Filed electronically herewith.
           2006, by and between Amazon Biotech, Inc. and the
           purchaser set forth therein

10.2       Securities Purchase Agreement dated as of May 30,      Filed electronically herewith.
           2006 by and between Amazon Biotech, Inc. and the
           purchaser set forth therein.
31.1       Certification of Mechael Kanovsky, Ph.D. pursuant to   Filed electronically herewith.
           Rule 13a-14(a)

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

32.1       Chief Executive Officer Certification pursuant to 18   Filed electronically herewith.
           U.S.C. ss. 1350 adopted pursuant to Section 906 of
           the Sarbanes Oxley Act of 2002
</TABLE>

                                       4

<PAGE>

<TABLE>
<CAPTION>
Item No.   DESCRIPTION                                            METHOD OF FILING
--------   -----------                                            ----------------
<S>        <C>                                                    <C>
32.2       Chief Financial Officer Certification pursuant to 18   Filed electronically herewith.
           U.S.C. ss. 1350 adopted pursuant to Section 906 of
           the Sarbanes Oxley Act of 2002
</TABLE>

                                       5

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                               AMAZON BIOTECH, INC.


July 3, 2006                   /S/ MECHAEL KANOVSKY, PH.D
                               -------------------------------------------
                               Mechael Kanovsky, Ph.D.
                               President and Chief Executive Officer
                               (Principal Executive Officer)

July 3, 2006                   /S/SIMCHA EDELL
                               -------------------------------------------
                               Simcha Edell
                               Chief Financial Officer
                               (Principal Financial Officer and Principal
                               Accounting Officer)

                                       6